SEC Form SC 13G/A filed by Dingdong (Cayman) 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. 2)*
Dingdong (Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
25445D101
(CUSIP Number)
December 31, 2023
(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)
☐ 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).
| CUSIP No. 25445D101 | Schedule 13G | Page 1 of 11 |
| 1 | Names of Reporting Persons
SoftBank Group Corp. | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Japan | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
CO |
| CUSIP No. 25445D101 | Schedule 13G | Page 2 of 11 |
| 1 | Names of Reporting Persons
SB Global Advisers Limited | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
England and Wales | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
CO |
| CUSIP No. 25445D101 | Schedule 13G | Page 3 of 11 |
| 1 | Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Jersey | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 25445D101 | Schedule 13G | Page 4 of 11 |
| 1 | Names of Reporting Persons
SVF II Aggregator (Jersey) L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Jersey | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 25445D101 | Schedule 13G | Page 5 of 11 |
| 1 | Names of Reporting Persons
SVF II Holdings (DE) LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 25445D101 | Schedule 13G | Page 6 of 11 |
| 1 | Names of Reporting Persons
SVF II Cortex Subco (DE) LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
20,906,600 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
20,906,600 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 25445D101 | Schedule 13G | Page 7 of 11 |
| ITEM 1. | (a) | Name of Issuer: |
Dingdong (Cayman) Limited (the “Issuer”)
| (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 Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
SoftBank Group Corp. (“SoftBank”)
SB Global Advisers Limited (“SBGA”)
SoftBank Vision Fund II-2 L.P. (“SVF II-2”)
SVF II Aggregator (Jersey) L.P. (“Aggregator”)
SVF II Holdings (DE) LLC (“Holdings”)
SVF II Cortex Subco (DE) LLC (“Cortex Subco”)
| (b) | Address or Principal Business Office: |
The address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The address for SBGA is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for each of SVF II-2 and Aggregator is c/o Crestbridge, 47 Esplanade, St. Helier, Jersey JE1 0BD. The address for each of Holdings and Cortex Subco is 251 Little Falls Drive, Wilmington, Delaware, 19808.
| (c) | Citizenship of each Reporting Person is: |
SoftBank is organized under the laws of Japan. SBGA is organized under the laws of England and Wales. Each of SVF II-2 and Aggregator is organized under the laws of Jersey. Each of Holdings and Cortex Subco is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A ordinary shares, par value $0.000002 per share (“Class A ordinary shares”).
| (e) | CUSIP Number: |
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 25445D101 has been assigned to the American Depositary Shares of the Issuer (“ADSs”). Each two ADSs represents three Class A ordinary shares.
| CUSIP No. 25445D101 | Schedule 13G | Page 8 of 11 |
ITEM 3.
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A ordinary shares of the Issuer as of December 31, 2023, based upon 299,797,728 Class A ordinary shares outstanding as of December 31, 2022, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 22, 2023.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to 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: | ||||||||||||||||||
| SoftBank Group Corp. | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
| SB Global Advisers Limited | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
| SoftBank Vision Fund II-2 L.P. | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
| SVF II Aggregator (Jersey) L.P. | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
| SVF II Holdings (DE) LLC | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
| SVF II Cortex Subco (DE) LLC | 20,906,600 | 7.0 | % | 0 | 20,906,600 | 0 | 20,906,600 | |||||||||||||||||
Cortex Subco is the record holder of 20,906,600 Class A ordinary shares, which consists of 19,331,600 Class A ordinary shares and 1,575,000 Class A ordinary shares represented by 1,050,000 ADSs. SVF II-2 is the sole limited partner of Aggregator, which is the sole member of Holdings, which is the sole member of Cortex Subco.
SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SVF II-2’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| CUSIP No. 25445D101 | Schedule 13G | Page 9 of 11 |
| 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. |
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. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 25445D101 | Schedule 13G | Page 10 of 11 |
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 13, 2024
| SoftBank Group Corp. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal Department | |
| SB Global Advisers Limited | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: | SB Global Advisers Limited, its Manager | |
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: | SVF II GP (Jersey) Limited, its General Partner | |
| By: | /s/ Michael Johnson | |
| Name: | Michael Johnson | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SVF II Cortex Subco (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| CUSIP No. 25445D101 | Schedule 13G | Page 11 of 11 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. |