Filing Details

Accession Number:
0001493152-24-006169
Form Type:
13G Filing
Publication Date:
2024-02-12 19:00:00
Filed By:
Softbank Group Corp.
Company:
Dingdong (Cayman) Ltd
Filing Date:
2024-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SoftBank Group Corp 0 20,906,600 0 20,906,600 20,906,600 7.0%
SB Global Advisers Limited 0 20,906,600 0 20,906,600 20,906,600 7.0%
SoftBank Vision Fund II 0 20,906,600 0 20,906,600 20,906,600 7.0%
SVF II Aggregator (Jersey) 0 20,906,600 0 20,906,600 20,906,600 7.0%
SVF II Holdings (DE) 0 20,906,600 0 20,906,600 20,906,600 7.0%
SVF II Cortex Subco (DE) 0 20,906,600 0 20,906,600 20,906,600 7.0%
Filing

 

 

 

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.