Amended Statement of Ownership (sc 13g/a)
30 Janeiro 2023 - 12:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
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, 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)
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. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
11,237,420* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
11,237,420* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
11,237,420* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%** |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
* Includes 7,491,614 American Depository Shares (“ADSs”)
held by CMC Dynamite Holdings Limited and CMC Dynamite Holdings IV Limited, each two ADSs representing three Class A ordinary shares.
See Item 4 of the statement for additional information.
** Based on 299,797,728 Class A ordinary shares outstanding as of April
22, 2022, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and Exchange Commission
on May 2, 2022.
CUSIP No. 25445D101 |
|
Page 3 of 12 Pages |
1 |
Name of Reporting Person:
CMC Capital Partners GP II, Ltd. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
11,237,420* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
11,237,420* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
11,237,420* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%** |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
* Includes 7,491,614 ADSs held by CMC Dynamite Holdings Limited and
CMC Dynamite Holdings IV Limited, each two ADSs representing three Class A ordinary shares. See Item 4 of the statement for additional
information.
** Based on 299,797,728 Class A ordinary shares outstanding as
of April 22, 2022, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and Exchange
Commission on May 2, 2022.
CUSIP No. 25445D101 |
|
Page 4 of 12 Pages |
1 |
Name of Reporting Person:
LaConfiance Investments Ltd |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
12,643,370* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
12,643,370* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
12,643,370* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%** |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
* Includes 8,428,914 ADSs held by CMC Dynamite Holdings Limited, CMC
Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited, each two ADSs representing three Class A ordinary shares. See Item 4 of
the statement for additional information.
** Based on 299,797,728 Class A ordinary shares outstanding as
of April 22, 2022, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and Exchange
Commission on May 2, 2022.
CUSIP No. 25445D101 |
|
Page 5 of 12 Pages |
1 |
Name of Reporting Person:
LeBonheur Holdings Ltd |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
12,643,370* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
12,643,370* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
12,643,370* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%** |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
* Includes 8,428,914 ADSs held by CMC Dynamite Holdings Limited, CMC
Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited, each two ADSs representing three Class A ordinary shares. See Item 4 of
the statement for additional information.
** Based on 299,797,728 Class A ordinary shares outstanding as
of April 22, 2022, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and Exchange
Commission on May 2, 2022.
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) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
12,643,370* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
12,643,370* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
12,643,370* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%** |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
* Includes 8,428,914 ADSs held by CMC Dynamite Holdings Limited, CMC
Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited, each two ADSs representing three Class A ordinary shares. See Item 4 of
the statement for additional information.
** Based on 299,797,728 Class A ordinary shares outstanding as
of April 22, 2022, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and Exchange
Commission on May 2, 2022.
CUSIP No. 25445D101 |
|
Page 7 of 12 Pages |
1 |
Name of Reporting Person:
Ruigang Li |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
Citizenship or Place of Organization
People’s Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
12,643,370* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
12,643,370* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
12,643,370* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%** |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
* Includes 8,428,914 ADSs held by CMC Dynamite Holdings Limited, CMC
Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited, each two ADSs representing three Class A ordinary shares. See Item 4 of
the statement for additional information.
** Based on 299,797,728 Class A ordinary shares outstanding as
of December 31, 2021, as reported in the Issuer’s annual report on Form 20-F (File No. 001-40533) filed with the Securities and
Exchange Commission on May 2, 2022.
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 IV Limited and Alpha Yasai Holdings Limited. CMC Dynamite Holdings Limited and CMC Dynamite Holdings IV Limited
are respectively wholly owned by CMC Dynamite, L.P. and CMC Dynamite IV, L.P. The general partner of CMC Dynamite, 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
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 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. |
CUSIP No. 25445D101 |
|
Page 9 of 12 Pages |
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).
(b). ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c). ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d). ¨ Investment company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e). ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f). ¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g). ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h). ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i). ¨ 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);
(j). ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k). ¨ A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
|
CUSIP No. 25445D101 |
|
Page 10 of 12 Pages |
Item 4 |
Ownership:
(a). Amount beneficially owned: See the response to row 9
of the cover page for each Reporting Person.
(b). Percent of class: See the response to row 11 of the cover page for each Reporting Person.
(c). Number of shares as to which such person has:
(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 x. |
|
|
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 |
|
Page 11 of 12 Pages |
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: January 30, 2023
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 |
|
CUSIP No. 25445D101 |
|
Page 12 of 12 Pages |
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