0001104659-22-023227.txt : 20220214 0001104659-22-023227.hdr.sgml : 20220214 20220214172330 ACCESSION NUMBER: 0001104659-22-023227 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: BRILLIANT SPARK HOLDINGS LTD GROUP MEMBERS: CMC CAPITAL PARTNERS GP II, LTD. GROUP MEMBERS: LACONFIANCE INVESTMENTS LTD. GROUP MEMBERS: LEBONHEUR HOLDINGS LTD. GROUP MEMBERS: RUIGANG LI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dingdong (Cayman) Ltd CENTRAL INDEX KEY: 0001854545 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92673 FILM NUMBER: 22635038 BUSINESS ADDRESS: STREET 1: NO. 6 BUILDING STREET 2: 500 LANE, SHENGXIA ROAD CITY: SHANGHAI STATE: F4 ZIP: 201210 BUSINESS PHONE: 86 021 68585011 MAIL ADDRESS: STREET 1: NO. 6 BUILDING STREET 2: 500 LANE, SHENGXIA ROAD CITY: SHANGHAI STATE: F4 ZIP: 201210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMC Dynamite GP, L.P. CENTRAL INDEX KEY: 0001911203 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CMC CAPITAL PARTNERS HK LIMITED STREET 2: STE. 302, 3/F, NO. 2 QUEEN'S RD. CENTRAL CITY: HONG KONG STATE: K3 ZIP: 999077 BUSINESS PHONE: 01185221529889 MAIL ADDRESS: STREET 1: C/O CMC CAPITAL PARTNERS HK LIMITED STREET 2: STE. 302, 3/F, NO. 2 QUEEN'S RD. CENTRAL CITY: HONG KONG STATE: K3 ZIP: 999077 SC 13G 1 tm226005d3_sc13g.htm SC 13G

 

 

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).

 

 

 

 

 

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

16,993,950*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

16,993,950*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

16,993,950*

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.

 

 

 

 

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

16,993,950*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

16,993,950*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED

16,993,950*

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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:

 

 

 

 

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.

 

 

 

 

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  

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.  Exhibit
    
99.1  Joint Filing Agreement

 

 

 EX-99.1 2 tm226005d3_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

CUSIP No. 25445D101

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Dingdong (Cayman) Limited, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings 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. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

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