Amended Statement of Ownership (sc 13g/a)
January 30 2023 - 10:50AM
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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