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”).
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.
(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.
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
99
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that
they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of 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 |
Softbank (PK) (USOTC:SFTBY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Softbank (PK) (USOTC:SFTBY)
Historical Stock Chart
From Apr 2023 to Apr 2024
