SEC Form SC 13G filed by Missfresh Limited

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.

There is no CUSIP number assigned to the Class B Ordinary Shares, par value US$0.0001 per share (“Class B Ordinary Shares”). CUSIP number 60500F105 has been assigned to the American Depositary Shares (“ADSs”) of Missfresh Limited (the “Issuer”), which are quoted on the Nasdaq Stock Market under the symbol “MF.” Each ADS represents three Class B Ordinary Share.

  Names of Reporting Persons

  Tencent Holdings Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  55,578,319 Class B Ordinary Shares

  Shared Voting Power

  0

  Sole Dispositive Power

  55,578,319 Class B Ordinary Shares

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  55,578,319 Class B Ordinary Shares

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.0%

  Type of Reporting Person (See Instructions)

  CO

  Names of Reporting Persons

  Image Frame Investment (HK) Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Hong Kong

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  51,078,319 Class B Ordinary Shares

  Shared Voting Power

  0

  Sole Dispositive Power

  51,078,319 Class B Ordinary Shares

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  51,078,319 Class B Ordinary Shares

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.2%

  Type of Reporting Person (See Instructions)

  CO

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address or Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b) or 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);

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Description