Amended Statement of Ownership (sc 13g/a)
14 Fevereiro 2023 - 6:38PM
Edgar (US Regulatory)
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)*
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, 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).
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 1 of 11 |
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| 1 |
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Names of Reporting Persons
SB Global Advisers Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization England and
Wales |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
20,906,600 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
20,906,600 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.0% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 2 of 11 |
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| 1 |
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Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Jersey |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
20,906,600 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
20,906,600 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.0% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 3 of 11 |
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| 1 |
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Names of Reporting Persons
SVF II Aggregator (Jersey) LP |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Jersey |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
20,906,600 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
20,906,600 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.0% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 4 of 11 |
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| 1 |
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Names of Reporting Persons
SVF II Holdings (DE) LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Delaware |
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
20,906,600 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
20,906,600 |
| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.0% |
| 12 |
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Type of Reporting
Person OO (Limited Liability Company) |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 5 of 11 |
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| 1 |
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Names of Reporting Persons
SVF II Cortex Subco (DE) LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Delaware |
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
20,906,600 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
20,906,600 |
| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.0% |
| 12 |
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Type of Reporting
Person OO (Limited Liability Company) |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 6 of 11 |
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| 1 |
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Names of Reporting Persons
SB Investment Advisers (UK) Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization England and Wales |
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
0 |
| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 7 of 11 |
| ITEM 1. |
(a) Name of Issuer: |
Dingdong (Cayman) Limited (the “Issuer”)
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(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:
SB Global Advisers Limited (“SBGA”)
SoftBank Vision Fund II-2 L.P. (“SVF
II-2”)
SVF II Aggregator (Jersey) LP (“Aggregator”)
SVF II Holdings (DE) LLC (“Holdings”)
SVF II Cortex Subco (DE) LLC (“Cortex Subco”)
SB Investment Advisers (UK) Limited (“SBIA UK”)
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(b) |
Address or Principal Business Office: |
The address for each of SBIA UK and 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.
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(c) |
Citizenship of each Reporting Person is: |
Each of SBIA UK and 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.
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(d) |
Title of Class of Securities: |
Class A ordinary shares, par value $0.000002 per share (“Class A ordinary shares”).
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 8 of 11 |
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.
Not applicable.
(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 299,797,728 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 May 2, 2022.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole
power
to vote
or to
direct
the vote: |
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Shared
power to
vote or to
direct the
vote: |
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Sole
power to
dispose or
to direct
the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| SB Global Advisers Limited |
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20,906,600 |
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7.0 |
% |
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0 |
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20,906,600 |
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0 |
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20,906,600 |
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| SoftBank Vision Fund II-2 L.P. |
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20,906,600 |
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7.0 |
% |
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0 |
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20,906,600 |
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0 |
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20,906,600 |
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| SVF II Aggregator (Jersey) LP |
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20,906,600 |
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7.0 |
% |
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0 |
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20,906,600 |
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0 |
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20,906,600 |
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| SVF II Holdings (DE) LLC |
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20,906,600 |
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7.0 |
% |
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0 |
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20,906,600 |
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0 |
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20,906,600 |
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| SVF II Cortex Subco (DE) LLC |
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20,906,600 |
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7.0 |
% |
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0 |
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20,906,600 |
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0 |
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20,906,600 |
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| SB Investment Advisers (UK) Limited |
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0 |
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0.0 |
% |
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0 |
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0 |
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0 |
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0 |
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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.
SBGA has been appointed as manager and is responsible for making all 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.
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| CUSIP No. 25445D101 |
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Schedule 13G |
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Page 9 of 11 |
| ITEM 5. |
Ownership of Five Percent or Less of a 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: ☒
Following
an internal reorganization, SBIA UK ceased to be the beneficial owner of the securities reported herein.
| 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.
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.
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| CUSIP No. 25445D101 |
|
Schedule 13G |
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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, 2023
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| SB Global Advisers Limited |
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| By: |
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/s/ Alex Clavel |
| Name: |
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Alex Clavel |
| Title: |
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Director |
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| SoftBank Vision Fund II-2 L.P. |
| By: SB Global Advisers Limited, its Manager |
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| By: |
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/s/ Alex Clavel |
| Name: |
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Alex Clavel |
| Title: |
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Director |
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| SVF II Aggregator (Jersey) L.P. |
| By: SB Global Advisers Limited, its Manager |
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| By: |
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/s/ Alex Clavel |
| Name: |
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Alex Clavel |
| Title: |
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Director |
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| SVF II Holdings (DE) LLC |
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| By: |
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/s/ Jonathan Duckles |
| Name: |
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Jonathan Duckles |
| Title: |
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Director |
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| SVF II Cortex Subco (DE) LLC |
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| By: |
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/s/ Jonathan Duckles |
| Name: |
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Jonathan Duckles |
| Title: |
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Director |
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| SB Investment Advisers (UK) Limited |
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| By: |
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/s/ Amanda Sanchez-Barry |
| Name: |
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Amanda Sanchez-Barry |
| Title: |
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General Counsel |
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| CUSIP No. 25445D101 |
|
Schedule 13G |
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Page 11 of 11 |
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| 99 |
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Joint Filing Agreement. |
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