SEC Form SC 13G filed by Dingdong (Cayman) Limited
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UNITED STATES Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. _)*
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| Dingdong (Cayman) Limited |
| (Name of Issuer) |
|
Class A ordinary shares, $0.000002 par value Each two American Depositary Shares, representing three Class A ordinary shares, $0.000002 par value ** |
| (Title of Class of Securities) |
| 25445D101*** |
| (CUSIP Number) |
| December 31, 2021 |
| Date of Event Which Requires Filing of this Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** The American Depositary Shares, each two of which represent three Class A ordinary shares, $0.000002 par value, were separately registered on a registration statement on Form F-6 (Registration No. 333-257291).
*** The CUSIP number applies to the American Depositary Shares, each two of which represent three Class A ordinary shares, $0.000002 par value. No CUSIP has been assigned to the Class A ordinary shares.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 25445D101 | Page 2 of 12 Pages |
| 1 |
Name of Reporting Person: CMC Dynamite GP, L.P. |
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY |
||
| 4 |
Citizenship or Place of Organization
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 16,993,950* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 16,993,950* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 16,993,950* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%** | ||
| 12 |
TYPE OF REPORTING PERSON PN | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, and CMC Dynamite Holdings IV Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 3 of 12 Pages |
| 1 |
Name of Reporting Person: CMC Capital Partners GP II, Ltd. |
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ |
||
| 3 | SEC USE ONLY | ||
| 4 |
Citizenship or Place of Organization
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 16,993,950* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 16,993,950* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 16,993,950* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%** | ||
| 12 |
TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, and CMC Dynamite Holdings IV Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 4 of 12 Pages |
| 1 |
Name of Reporting Person: LaConfiance Investments Ltd |
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ |
||
| 3 | SEC USE ONLY | ||
| 4 |
Citizenship or Place of Organization
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 18,399,900* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 18,399,900* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | ||
| 12 |
TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 5 of 12 Pages |
| 1 |
Name of Reporting Person: LeBonheur Holdings Ltd |
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ |
||
| 3 | SEC USE ONLY | ||
| 4 |
Citizenship or Place of Organization
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 18,399,900* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 18,399,900* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | ||
| 12 |
TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 6 of 12 Pages |
| 1 |
Name of Reporting Person: Brilliant Spark Holdings Limited |
||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ |
||
| 3 | SEC USE ONLY | ||
| 4 |
Citizenship or Place of Organization
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 18,399,900* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 18,399,900* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | ||
| 12 |
TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 7 of 12 Pages |
| 1 |
Name of Reporting Person: Ruigang Li |
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ |
||
| 3 | SEC USE ONLY | ||
| 4 |
Citizenship or Place of Organization
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|
|
5 |
SOLE VOTING POWER 0 | |
| 6 |
SHARED VOTING POWER 18,399,900* | ||
| 7 |
SOLE DISPOSITIVE POWER 0 | ||
| 8 |
SHARED DISPOSITIVE POWER 18,399,900* | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | ||
| 12 |
TYPE OF REPORTING PERSON IN | ||
* Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
| CUSIP No. 25445D101 | Page 8 of 12 Pages |
SCHEDULE 13G
| Item 1(a) | Name of Issuer: Dingdong (Cayman) Limited (the “Issuer”) |
| Item 1(b) |
Address of Issuer’s Principal Executive Offices: Building 6, 500 Shengxia Road, Shanghai, 200125, People’s Republic of China |
| Item 2(a) |
Name of Persons Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
CMC Dynamite GP, L.P. CMC Capital Partners GP II, Ltd. LaConfiance Investments Ltd LeBonheur Holdings Ltd Brilliant Spark Holdings Limited Ruigang Li
The shares reported herein are held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited and CMC Dynamite Holdings IV Limited are respectively wholly owned by CMC Dynamite, L.P., CMC Dynamite II, L.P., CMC Dynamite III, L.P. and CMC Dynamite IV, L.P. The general partner of CMC Dynamite, L.P., CMC Dynamite II, L.P., CMC Dynamite III, L.P. and CMC Dynamite IV, L.P. is CMC Dynamite GP, L.P, whose general partner is CMC Capital Partners GP II, Ltd. Alpha Yasai Holdings Limited is wholly owned by Alpha Plus Fund, L.P., whose general partner is Alpha Plus Fund GP, Ltd. CMC Capital Partners GP II, Ltd. and Alpha Plus Fund GP, Ltd. are wholly owned by LaConfiance Investments Ltd. LaConfiance Investments Ltd is wholly owned by LeBonheur Holdings Ltd. LeBonheur Holdings Ltd is wholly owned by Brilliant Spark Holdings Limited. Brilliant Spark Holdings Limited is wholly owned by Mr. Ruigang Li.
CMC Dynamite GP, L.P. and CMC Capital Partners GP II, Ltd., as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares owned by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, and CMC Dynamite Holdings IV Limited.
La Confiance Investments Ltd., LeBonheur Holdings Ltd., Brilliant Spark Holdings Limited and Ruigang Li, as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares owned by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited.
Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
| Item 2(b) |
Address of Principal Business Office, or if None, Residence:
The principal business address of each Reporting Person is as follows:
c/o CMC Capital Partners HK Limited Suite 302, 3/F., Cheung Kong Centre, No. 2 Queen's Road Central, Hong Kong |
| Item 2(c) |
Citizenship:
The citizenship of each Reporting Person is as follows:
CMC Dynamite GP, L.P. - Cayman Islands CMC Capital Partners GP II, Ltd. - Cayman Islands LaConfiance Investments Ltd - British Virgin Islands LeBonheur Holdings Ltd - British Virgin Islands Brilliant Spark Holdings Limited - British Virgin Islands Ruigang Li - People’s Republic of China |
| Item 2(d) | Title of Class of Securities: Class A ordinary shares, $0.000001 par value |
| Item 2(e) | CUSIP Number: 25445D101 (American depository shares) |
| Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a). ¨ Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o). (f). ¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4 |
Ownership:
(a). Amount beneficially owned: See the response to row 9 of the cover page for each Reporting Person.
(i). Sole power to vote or to direct the vote:
See the response to row 5 of the cover page for each Reporting Person.
(ii). Shared power to vote or to direct the vote:
See the response to row 6 of the cover page for each Reporting Person.
(iii). Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page for each Reporting Person
(iv). Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page for each Reporting Person. |
| Item 5 |
Ownership of Five Percent or Less of the Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. |
| Item 8 | Identification and Classification of Members of the Group: Not Applicable. |
| Item 9 | Notice of Dissolution of Group: Not Applicable. |
| Item 10 | Certification: Not Applicable. |
CUSIP No. 25445D101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
| CMC Dynamite GP, L.P. | ||
| Acting by CMC Capital Partners GP II, Ltd., its general partner | ||
| By: | /s/ Ruigang Li | |
| Name: Ruigang Li | ||
| Title: Director | ||
| CMC CAPITAL PARTNERS GP II, LTD. | ||
| By: | /s/ Ruigang Li | |
| Name: Ruigang Li | ||
| Title: Director | ||
| LACONFIANCE INVESTMENTS LTD | ||
| By: | /s/ Ruigang Li | |
| Name: Ruigang Li | ||
| Title: Director | ||
| LEBONHEUR HOLDINGS LTD | ||
| By: | /s/ Ruigang Li | |
| Name: Ruigang Li | ||
| Title: Director | ||
| Brilliant Spark Holdings Limited | ||
| By: | /s/ Ruigang Li | |
| Name: Ruigang Li | ||
| Title: Director | ||
| RUIGANG LI | ||
| By: | /s/ Ruigang Li | |
| Ruigang Li, Individually | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Joint Filing Agreement |