SEC Form SC 13G/A filed by Full Truck Alliance Co. Ltd. (Amendment)
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)*
Full Truck Alliance Co. Ltd.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
35969L108
(CUSIP Number)
December 31, 2022
(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. 35969L108 | Schedule 13G | Page 1 of 10 |
| 1 |
Names of Reporting Persons
SB Investment Advisers (UK) 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
3,506,576,689 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,506,576,689 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,506,576,689 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
18.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 35969L108 | Schedule 13G | Page 2 of 10 |
| 1 |
Names of Reporting Persons
SoftBank Vision Fund 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
3,506,576,689 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,506,576,689 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,506,576,689 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
18.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 35969L108 | Schedule 13G | Page 3 of 10 |
| 1 |
Names of Reporting Persons
SVF Holdings (UK) LLP | |||||
| 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
3,506,576,689 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,506,576,689 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,506,576,689 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
18.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 35969L108 | Schedule 13G | Page 4 of 10 |
| 1 |
Names of Reporting Persons
SVF Holdings (Singapore) Pte. Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,506,576,689 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,506,576,689 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,506,576,689 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
18.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 35969L108 | Schedule 13G | Page 5 of 10 |
| 1 |
Names of Reporting Persons
SVF Truck (Singapore) Pte. Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,506,576,689 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,506,576,689 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,506,576,689 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
18.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 35969L108 | Schedule 13G | Page 6 of 10 |
| ITEM 1. | (a) Name of Issuer: |
Full Truck Alliance Co. Ltd. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang, Guizhou 550009, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, 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:
SB Investment Advisers (UK) Limited (“SBIA UK”)
SoftBank Vision Fund L.P.
SVF Holdings (UK) LLP
SVF Holdings (Singapore) Pte. Ltd.
SVF Truck (Singapore) Pte. Ltd.
| (b) | Address or Principal Business Office: |
The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SoftBank Vision Fund L.P. is Aztec Group House 11-15 Seaton Place, St. Helier, Jersey, JE4 0QH. The address for each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck (Singapore) Pte. Ltd. is 138 Market Street #27-01A, Capitagreen, Singapore 048926.
| (c) | Citizenship of each Reporting Person is: |
SBIA UK and SVF Holdings (UK) LLP are organized under the laws of England and Wales. SoftBank Vision Fund L.P. is organized under the laws of Jersey. Each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck (Singapore) Pte. Ltd. is organized under the laws of Singapore.
| (d) | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.00001 per share (“Class A Ordinary Shares”).
| (e) | CUSIP Number: |
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 35969L108 has been assigned to the American Depositary Shares of the Issuer (“ADSs”). Each ADS represents 20 Class A Ordinary Shares.
| CUSIP No. 35969L108 | Schedule 13G | Page 7 of 10 |
| 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, 2022, based upon 18,606,582,728 Class A Ordinary Shares outstanding as of December 31, 2021, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2022.
| 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 of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| SB Investment Advisers (UK) Limited |
3,506,576,689 | 18.8 | % | 0 | 3,506,576,689 | 0 | 3,506,576,689 | |||||||||||||||||
| SoftBank Vision Fund L.P. |
3,506,576,689 | 18.8 | % | 0 | 3,506,576,689 | 0 | 3,506,576,689 | |||||||||||||||||
| SVF Holdings (UK) LLP |
3,506,576,689 | 18.8 | % | 0 | 3,506,576,689 | 0 | 3,506,576,689 | |||||||||||||||||
| SVF Holdings (Singapore) Pte. Ltd. |
3,506,576,689 | 18.8 | % | 0 | 3,506,576,689 | 0 | 3,506,576,689 | |||||||||||||||||
| SVF Truck (Singapore) Pte. Ltd. |
3,506,576,689 | 18.8 | % | 0 | 3,506,576,689 | 0 | 3,506,576,689 | |||||||||||||||||
SVF Truck (Singapore) Pte. Ltd. is the record holder of 3,506,576,689 Class A Ordinary Shares represented by 175,328,834 ADSs. SoftBank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Holdings (Singapore) Pte. Ltd., which in turn is the sole owner of SVF Truck (Singapore) Pte. Ltd.
SBIA UK has been appointed as alternative investment fund manager (“AIFM”) of SoftBank Vision Fund L.P. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund L.P.’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.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| CUSIP No. 35969L108 | Schedule 13G | Page 8 of 10 |
| 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. 35969L108 | Schedule 13G | Page 9 of 10 |
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, 2023
| SB Investment Advisers (UK) Limited | ||
| By: | /s/ Amanda Sanchez-Barry | |
| Name: | Amanda Sanchez-Barry | |
| Title: | General Counsel | |
| SoftBank Vision Fund L.P. | ||
| By: | SB Investment Advisers (UK) Limited, its Manager | |
| By: | /s/ Amanda Sanchez-Barry | |
| Name: | Amanda Sanchez-Barry | |
| Title: | General Counsel | |
| SVF Holdings (UK) LLP | ||
| By: | SoftBank Vision Fund L.P., its Managing Member | |
| By: | SB Investment Advisers (UK) Limited, its Manager | |
| By: | /s/ Amanda Sanchez-Barry | |
| Name: | Amanda Sanchez-Barry | |
| Title: | General Counsel | |
| SVF Holdings (Singapore) Pte. Ltd. | ||
| By: | /s/ Rhonda Gornitsky | |
| Name: | Rhonda Gornitsky | |
| Title: | Director | |
| SVF Truck (Singapore) Pte. Ltd. | ||
| By: | /s/ Rhonda Gornitsky | |
| Name: | Rhonda Gornitsky | |
| Title: | Director | |
| CUSIP No. 35969L108 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (previously filed). | |