SEC Form SC 13G/A filed by Dada Nexus Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dada Nexus Limited
(Name of Issuer)
Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
G26157 100
(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 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).
| 1 |
Names of Reporting Persons
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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
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| 4 |
Citizenship or Place of Organization
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 72,999,169 ordinary shares. See Item 4.
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| 6 |
Shared Voting Power 0
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| 7 |
Sole Dispositive Power 72,999,169 ordinary shares. See Item 4.
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| 8 |
Shared Dispositive Power 0
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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| 11 |
Percent of Class Represented by Amount in Row (9)
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| 12 |
Type of Reporting Person
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2
| 1 |
Names of Reporting Persons
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| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| ||
| 3 |
SEC Use Only
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| 4 |
Citizenship or Place of Organization
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power 0
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| 7 |
Sole Dispositive Power
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| 8 |
Shared Dispositive Power 0
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row (9)
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| 12 |
Type of Reporting Person
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3
| Item 1(a). | Name of Issuer: |
Dada Nexus Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Philip Jiaqi Kuai
Pleasant Lake Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Philip Jiaqi Kuai
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
Pleasant Lake Limited
Start Chambers, Wickham’s Cay II
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
| Item 2(c). | Citizenship: |
Philip Jiaqi Kuai — People’s Republic of China
Pleasant Lake Limited — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value of $0.0001 per share
| Item 2(e). | CUSIP No.: |
G26157 100
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
Not applicable
4
| Item 4. | Ownership: |
The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of December 31, 2021:
| Amount beneficially owned | Percent of | Sole power to vote or direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||||||||||||
| Philip Jiaqi Kuai | 72,999,169 | (2) | 7.9 | % | 72,999,169 | (2) | 0 | 72,999,169 | (2) | 0 | |||||||||||
| Pleasant Lake Limited | 65,465,585 | (3) | 7.1 | % | 65,465,585 | (3) | 0 | 65,465,585 | (3) | 0 | |||||||||||
| (1) | The percentage of the class of securities beneficially owned by each reporting person is based on 927,776,552 outstanding ordinary shares as of December 31, 2021 (excluding 44,366,125 ordinary shares comprising of (i) ordinary shares issued to trust and reserved for future exercise of certain granted share options under the Amended and Restated 2015 Equity Incentive Plan (“2015 Plan”) of the Issuer, (ii) ordinary shares issued to the depositary of the Issuer for bulk issuance of ADSs and reserved for future issuances upon the exercise or vesting of awards granted under the 2015 Plan, and (iii) ordinary shares in the form of ADSs held in treasury). |
| (2) | Includes (i) 5,533,584 ordinary shares that Mr. Philip Jiaqi Kuai has the right to acquire within 60 days, (ii) 65,465,585 ordinary shares directly held by Pleasant Lake Limited, and (iii) 500,000 ADSs held by Mr. Philip Jiaqi Kuai. Pleasant Lake Limited is a British Virgin Islands company wholly owned by Mr. Philip Jiaqi Kuai. Mr. Philip Jiaqi Kuai is the sole director of Pleasant Lake Limited. The registered address of Pleasant Lake Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. |
| (3) | Includes 65,465,585 ordinary shares directly held by Pleasant Lake Limited. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| 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 or Control Person: |
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. | Certifications: |
Not applicable
5
LIST OF EXHIBITS
| Exhibit 99.1 — | Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 5, 2021 by the reporting persons with the Securities and Exchange Commission) |
6
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.
Dated: January 27, 2022
| Philip Jiaqi Kuai | |
| /s/ Philip Jiaqi Kuai |
| Pleasant Lake Limited | ||
| By: |
/s/ Philip Jiaqi Kuai | |
| Name: | Philip Jiaqi Kuai | |
| Title: | Director | |
[Signature Page to Schedule 13G/A]