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Dingdong (Cayman) Ltd — Major Shareholding Notification 2022
Feb 14, 2022
32924_mrq_2022-02-14_5c84cd22-a092-4beb-87f1-7e8129622d0b.zip
Major Shareholding Notification
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SC 13G 1 tm226005d3_sc13g.htm SC 13G
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* |
|---|
| 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, 2021 |
| 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).
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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 16,99 3,950* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 16,99 3,950* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 16,99 3,950* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%** | |
| 12 | TYPE OF REPORTING PERSON PN |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, and CMC Dynamite Holdings IV Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 16,99 3,950* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 16,99 3,950* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 16,99 3,950* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%** | |
| 12 | TYPE OF REPORTING PERSON CO |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, and CMC Dynamite Holdings IV Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 18,399,900* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 18,399,900* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | |
| 12 | TYPE OF REPORTING PERSON CO |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 18,399,900* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 18,399,900* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | |
| 12 | TYPE OF REPORTING PERSON CO |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 18,399,900* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 18,399,900* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | |
| 12 | TYPE OF REPORTING PERSON CO |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 18,399,900* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 18,399,900* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 18,399,900* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%** | |
| 12 | TYPE OF REPORTING PERSON IN |
- Shares held by CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai Holdings Limited. See Item 4 of the statement for additional information.
** Based on 299,533,200 Class A ordinary shares outstanding after the completion of the Issuer’s initial public offering as reported in the Issuer’s Prospectus on Form 424(b)(4) (File No. 333-256907) filed with the Securities and Exchange Commission on June 30, 2021.
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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 II Limited, CMC Dynamite Holdings III Limited, CMC Dynamite Holdings IV Limited and Alpha Yasai | |
| Holdings Limited. CMC Dynamite Holdings Limited, CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III Limited and CMC | |
| Dynamite Holdings IV Limited are respectively wholly owned by CMC Dynamite, L.P., CMC Dynamite II, L.P., CMC Dynamite III, L.P. and | |
| CMC Dynamite IV, L.P. The general partner of CMC Dynamite, L.P., CMC Dynamite II, L.P., CMC Dynamite III, 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, | |
| CMC Dynamite Holdings II Limited, CMC Dynamite Holdings III 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 II Limited, CMC Dynamite Holdings III 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. |
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| 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: |
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| 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 ☐ . |
| 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. |
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CUSIP No. 25445D101
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 14, 2022
| 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 | |
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EXHIBIT INDEX
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Joint Filing Agreement |
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