Amendment: SEC Form SCHEDULE 13D/A filed by Dada Nexus Limited

See Item 2(a) above

See Item 2(a) above

Item 3 of the Statement is hereby amended and supplemented by the following: Pursuant to an agreement and plan of merger, dated as of April 1, 2025 by and between JD Sunflower, JD Sunflower Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of JD Sunflower ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company and a wholly owned subsidiary of JD Sunflower (the "Merger"). The descriptions of the Merger and the Merger Agreement set forth in Item 4 below are incorporated by reference into this Item 3. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 99.10 and which is incorporated herein by reference in its entirety. The Reporting Persons anticipated to purchase approximately 379 million outstanding Ordinary Shares not owned by the Reporting Persons at a price of US$0.5 in cash per Ordinary Share, as well as pay for outstanding options to purchase Ordinary Shares, restricted share units, and transaction costs in connection with the Merger. The Merger and the transactions contemplated by the Merger Agreement will be financed by cash from the Reporting Persons (through a subsidiary of JD). Pursuant to a commitment letter, dated April 1, 2025, delivered by JD.com International Limited, a wholly-owned subsidiary of JD to JD Sunflower (the "Commitment Letter"), commits to pay for an aggregate cash amount equal to US$200 million to JD Sunflower. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, a copy of which is filed as Exhibit 99.11 and which is incorporated herein by reference in its entirety.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: On March 27, 2025, Windcreek Limited transferred (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the Issuer to JD Sunflower. After the transfer, Windcreek Limited no longer owned any shares of the Issuer. On April 1, 2025, JD (through JD Sunflower and Merger Sub) entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of JD Sunflower. At the effective time of the Merger, each Ordinary Share issued and outstanding immediately prior to the effective time will be cancelled and cease to exist in exchange for the right to receive US$0.5 in cash per Ordinary Share, other than (i) shares held by the Reporting Persons, which will be rolled over in the transaction, (ii) shares held by the Issuer or any subsidiary of the Issuer or held in the Issuer's treasury, which will be cancelled and cease to exist without payment of any consideration, and (iii) shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act of the Cayman Islands, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of those dissenting shares in accordance with Section 238 of the Companies Act of the Cayman Islands. The consummation of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by the affirmative vote of holders of Ordinary Shares (including Ordinary Shares represented by ADSs) representing at least two-thirds (2/3) of the voting power of the outstanding Ordinary Shares present and voting in person or by proxy as a single class at a shareholders' meeting of the Issuer. The Merger Agreement may be terminated by the Issuer or JD Sunflower under certain circumstances. The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the outstanding Ordinary Shares not already owned by the Reporting Persons. If completed, the Merger will result in the Issuer becoming a privately held company and its ADSs will no longer be listed on the Nasdaq Global Select Market. The information disclosed in this paragraph and the preceding paragraphs does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 99.10 and which is incorporated herein by reference in its entirety. Concurrently with the execution of the Merger Agreement, JD.com International Limited made a limited guarantee in favor of the Issuer (the "Limited Guarantee"), pursuant to which JD.com International Limited irrevocably guaranteed, subject to certain conditions, JD Sunflower's payment obligations under the Merger Agreement to pay the termination fee if that fee becomes payable by JD Sunflower and certain reimbursement and indemnification obligations set forth therein. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Limited Guarantee, a copy of which is attached hereto as Exhibit 99.11 and which is incorporated herein by reference in its entirety. Item 3 of this Amendment No. 4 is incorporated herein by reference. Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Statement is hereby amended and supplemented by the following: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 5 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5. Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer. Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.

See Item 5(a) above.

Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

Not applicable

Item 6 of the Statement is hereby amended and supplemented by the following: The descriptions of the Merger Agreement, the Commitment Letter and the Limited Guarantee under Item 3 and Item 4 are incorporated herein by reference. Any summary of any of those agreements in this Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7 of the Statement is hereby amended and supplemented by the following: Exhibit 99.10 - Agreement and Plan of Merger by and among JD Sunflower, Merger Sub and the Issuer dated April 1, 2025 (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 1, 2025). Exhibit 99.11 - Commitment Letter by JD.com International Limited to JD Sunflower dated April 1, 2025 Exhibit 99.12 - Limited Guarantee by JD.com International Limited in favor of the Issuer dated April 1, 2025 Exhibit 99.A - Schedule A