F-1/A 1 d121652df1a.htm AMENDMENT NO. 3 TO FORM F-1 AMENDMENT NO. 3 TO FORM F-1

As filed with the Securities and Exchange Commission on June 24, 2021

Registration No. 333-256907

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Dingdong (Cayman) Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

Cayman Islands   5961   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

Building 6, 500 Shengxia Road,

Shanghai, 200125

People’s Republic of China

+86 21-6858-5011

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Steve Lin, Esq.

Kirkland & Ellis International LLP

29th Floor, China World Office 2

No. 1 Jian Guo Men Wai Avenue

Chaoyang District, Beijing 100004

People’s Republic of China

+86 10-5737-9315

 

David T. Zhang, Esq.

Kirkland & Ellis International LLP

c/o 26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

+852 3761-3318

 

Shuang Zhao, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 37th Floor, Hysan Place

500 Hennessy Road, Causeway Bay

Hong Kong

+852 2521-4122

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to Be Registered

  Amounts to be
registered
  Proposed maximum
offering price
per share(2)(3)
 

Proposed Maximum
Aggregate
Offering Price(3)

 

Amount of
Registration Fee(4)

Class A ordinary shares, par value US$0.000002 per share(1)(2)

  24,150,000   US$17.00   US$410,550,000   US$44,792

 

 

(1) 

American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-257291). Each two American depositary shares represents three Class A ordinary shares.

(2) 

Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional ADSs. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.

(3) 

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(4) 

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

This Amendment No. 3 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, to update the filing status of such exhibit in Part II of the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page, filing status of such exhibit, and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement, filed on June 23, 2021.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The post-offering memorandum and articles of association that we expect to adopt to become effective immediately prior to the completion of this offering provide for indemnification of our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.2 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters of us and our officers and directors for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.

RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

 

Securities/Purchaser

  

Date of Sale or
Issuance

   Number of Securities      Consideration  

Ordinary Shares

        

Sertus Nominees (Cayman) Limited

   October 15, 2018      1        US$0.0001  

BigRain Holding Limited

   November 8, 2018      999,999        US$99.9999  

BigRain Holding Limited

   January 1, 2019      136,565        US$13.66  

 

II-1


Securities/Purchaser

  

Date of Sale or
Issuance

   Number of Securities      Consideration  

BigRain Holding Limited

   April 3, 2020      90,876        US$9.00  

DDMaicai Holding Limited

   March 22, 2021      48,354        US$4.84  

EatBetter Holding Limited

   March 29, 2021      455,659        US$45.5659  

EatBetter Holding Limited

   May 26, 2021      347,969        US$34.7969  

Series Angel Preferred Shares

        

YX Venture Holdings Limited

   January 1, 2019      118,202       
US$ equivalent of
RMB10,267,123
 
 

EatTogether Holding Limited

   May 7, 2019      19,503        US$2.00  

Series Angel+ Preferred Shares

        

EatTogether Holding Limited

   April 3, 2020      9,311        US$1.00  

Series Pre-A Preferred Shares

        

Gaorong Fresh Home Limited

   March 22, 2021      179,701       
US$ equivalent of
RMB45,000,000
 
 

Series A Preferred Shares

        

Hong Kong Red Star Macalline Universal Home Furnishings Limited

   May 30, 2019      252,269       
US$ equivalent of
RMB68,500,000
 
 

Shanghai Jing Zhe Xin Xi Ji Shu Company Limited

   August 28, 2020      28,091       
US$ equivalent of
RMB7,627,830.14
 
 

Shanghai Tong Yun Xin Xi Ji Shu Company Limited

   August 28, 2020      28,090       
US$ equivalent of
RMB7,627,558.6
 
 

Abundant Star International Limited

   March 22, 2021      5,524        US$5.524  

Shanghai Tong Yun Xin Xi Ji Shu Company Limited

   March 22, 2021      63,979       
US$ equivalent of
RMB17,372,857.7
 
 

Shanghai Jing Zhe Xin Xi Ji Shu Company Limited

   March 22, 2021      63,978       
US$ equivalent of
RMB17,372,586.1
 
 

Series A+ Preferred Shares

        

Gaorong Fresh Home Limited

   March 22, 2021      21,204       
US$ equivalent of
RMB12,101,950
 
 

Series B Preferred Shares

        

Internet Fund V Pte. Ltd.

   November 13, 2018      339,260        US$40,000,000  

Gaorong Growth Consulting Limited

   November 13, 2018      3,554        US$419,072  

Gaorong Fresh Home Limited

  

March 22, 2021

     3,554        US$419,072  

Hupo Harmony Capital Management Ltd.

   November 13, 2018      46,648        US$5,500,000  

Series B2 Preferred Shares

        

SCC Growth V Holdco P, Ltd.

   January 1, 2019      221,456        US$30,000,000  

Series B3 Preferred Shares

        

CTG Evergreen Investment C Limited

   May 7, 2019      178,266        US$35,000,000  

CMC Dynamite Holding Limited

   May 7, 2019      178,266        US$35,000,000  

Ocean De Don HK Limited

   May 7, 2019      101,866        US$20,000,000  

Skycus China Fund, L.P.

   May 7, 2019      101,866        US$20,000,000  

 

II-2


Securities/Purchaser

  

Date of Sale or
Issuance

   Number of Securities      Consideration  

Series B4 Preferred Shares

        

Qiming Venture Partners Vi, L.P. And Qiming Managing Directors Fund VI, L.P.

   June 17, 2019      46,598        US$10,000,000  

CMC Dynamite Holdings III Limited

   June 17, 2019      46,598        US$10,000,000  

Everbay Investment Limited

   June 17, 2019      46,598        US$10,000,000  

Cookico (BVI) Limited

   March 22, 2021      139,795        US$30,000,000  

Series B4-1 Preferred Shares

        

EatTogether Holding Limited.

   April 3, 2020      145,392        US$28,658,217  

Series C1 Preferred Shares

        

Cookico (BVI) Limited

   April 3, 2020      81,266       

conversion of
convertible promissory
notes
 
 
 

Qiming Venture Partners VI, L.P.

   April 3, 2020      26,379       

conversion of
convertible promissory
notes
 
 
 

Qiming Managing Directors Fund VI, L.P.

   April 3, 2020      710       
conversion of convertible
promissory notes
 
 

LFC Investment Hong Kong Limited

   April 3, 2020      27,089       
conversion of convertible
promissory notes
 
 

BAI GmbH

   April 3, 2020      65,013       

conversion of
convertible promissory
notes
 
 
 

General Atlantic Singapore DD Pte. Ltd.

   April 3, 2020      257,342        US$100,000,000  

SCC Growth V Holdco P, Ltd.

   April 3, 2020      102,937        US$40,000,000  

CTG Evergreen Investment C Limited

   April 3, 2020      147,971        US$57,500,000  

CMC Dynamite Holdings IV Limited

   April 3, 2020      77,203        US$30,000,000  

CMC Dynamite Holdings III Limited

   April 3, 2020      27,089       
conversion of convertible
promissory notes
 
 

Skycus China Fund, L.P.

   April 3, 2020      77,203        US$30,000,000  

Internet Fund V Pte. Ltd

   April 3, 2020      20,587        US$8,000,000  

Ocean II De Don HK Limited

   April 3, 2020      64,335        US$25,000,000  

Hupo Capital Internet Fund L.P.

   April 3, 2020      25,734        US$10,000,000  

United Strength Titan Limited

   April 3, 2020      25,734        US$10,000,000  

Gaorong Fresh Home Limited

   March 22, 2021      57,902        US$22,500,000  

Series D Preferred Shares

        

3W Global Fund

   March 22, 2021      42,178        US$30,000,000  

AMF-4 Holdings Limited

   March 22, 2021      42,178        US$30,000,000  

CTG Evergreen Investment C Limited

   March 22, 2021      14,059        US$10,000,000  

Mass Ave Global Basket Holdings, LP

   March 22, 2021      33,742        US$24,000,000  

Ocean II De Don HK Limited

   March 22, 2021      14,059        US$10,000,000  

Perennial VNF Inc

   March 22, 2021      1,406        US$1,000,000  

 

II-3


Securities/Purchaser

  

Date of Sale or
Issuance

   Number of Securities      Consideration  

Alpha Yasai Holdings Limited

   March 22, 2021      28,119        US$20,000,000  

Internet Fund V Pte. Ltd.

   March 22, 2021      35,148        US$25,000,000  

Coatue PE Asia 48 LLC

   March 22, 2021      210,890        US$150,000,000  

Cygnus Equity Starlight Ltd.

   March 29, 2021      39,366        US$28,000,000  

General Atlantic Singapore DD Pte. Ltd.

   March 29, 2021      35,148        US$25,000,000  

GBA AM SPC

   March 29, 2021      14,059        US$10,000,000  

PV Capital Investment V

   March 29, 2021      84,356        US$60,000,000  

Glory Earth Limited

   March 29, 2021      28,119        US$20,000,000  

DST Asia VIII

   March 29, 2021      175,741        US$124,999,301.07  

DST Asia VI Investments-A

   March 29, 2021      28,118        US$19,999,489.86  

DST Asia VI Investments-C

   March 29, 2021      42,179        US$30,000,657.33  

DST Asia VIII Investments-1

   March 29, 2021      105,446        US$75,000,576.42  

SCC Growth V Holdco P, Ltd.

   March 29, 2021      9,842        US$7,000,000  

Series D+ Preferred Shares

        

SVF II Cortex Subco (DE) LLC

   May 10, 2021      386,632        US$300,000,000  

Dynasty Orchid Limited

   May 11, 2021      38,663        US$30,000,000  

Convertible Promissory Notes

        

Shanghai Xingli Enterprise Management Partnership L.P.

   June 17, 2019        

principal
amount of RMB equivalent
to US$30,000,000
 
 
 

Qiming Venture Partners VI, L.P. and Qiming Managing Directors Fund VI, L.P.

   June 17, 2019        
principal amount of
US$10,000,000
 
 

CMC Dynamite Holdings III Limited

   June 17, 2019        
principal amount of
US$10,000,000

 

Everbay Investment Limited

   June 17 2019        
principal amount of
US$10,000,000
 
 

BAI GmbH

   July 8, 2019        
principal amount of
US$24,000,000
 
 

Warrants

        

EatTogether Holding Limited

   April 11, 2019
(amended and
restated on
March 30, 2020)
    
warrant to purchase
preferred shares
 
 
     $28,657,217  

Cookico (BVI) Limited

   June 17, 2019     
warrant to purchase
preferred shares
 
 
     $30,000,000  

Options

        

Certain employees and consultants

   various dates     





options to purchase
242,451 Ordinary
Shares (6,457,383
ordinary shares after
share subdivision
effected on June 8,
2021)
 
 
 
 
 
 
 
    
past and future services
to us
 
 

 

Item 8.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

  (a)

Exhibits

See Exhibit Index beginning on page II-4 of this registration statement.

 

II-4


The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.

 

  (b)

Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

 

Item 9.

UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

 

  (1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3)

For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as

 

II-5


  to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (4)

For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in an offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

II-6


Dingdong (Cayman) Limited

Exhibit Index

 

Exhibit No.

  

Description of Document

  1.1    Form of Underwriting Agreement
  3.1†    Eighth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
  3.2†    Form of Ninth Amended and Restated Memorandum and Articles of Association of the Registrant (immediately prior to the completion of this offering)
  4.1†    Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3)
  4.2†    Registrant’s Specimen Certificate for Class A Ordinary Shares
  4.3†    Form of Deposit Agreement, among the Registrant, the depositary, and the holders and beneficial owners of the American Depositary Receipts issued thereunder
  4.4†    Sixth Amended and Restated Shareholders’ Agreement between the Registrant and other parties thereto dated May 10, 2021
  5.1†    Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Class A ordinary shares being registered and certain Cayman Islands tax matters
  8.1†    Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
  8.2†    Opinion of Jingtian & Gongcheng regarding certain PRC tax matters (included in Exhibit 99.2)
10.1†    English Translation of Pre-IPO Incentive Plans of the Registrant
10.2†    Form of Indemnification Agreement between the Registrant and its directors and executive officers
10.3†    Form of Employment Agreement between the Registrant and its executive officers
21.1†    Significant Subsidiaries of the Registrant
23.1†    Consent of Ernst & Young Hua Ming LLP, an independent registered public accounting firm
23.2†    Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
23.3†    Consent of Jingtian & Gongcheng (included in Exhibit 99.2)
23.4†    Consent of Weili Hong
23.5†    Consent of Philip Wai Lap Leung
24.1†    Powers of Attorney (included on signature page)
99.1†    Code of Business Conduct and Ethics of the Registrant
99.2†    Opinion of Jingtian & Gongcheng regarding certain PRC law matters
99.3†    Consent of China Insights Consultancy

 

Previously filed.

 

II-7


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on June 24, 2021.

 

Dingdong (Cayman) Limited
By:  

/s/ Changlin Liang

  Name: Changlin Liang
  Title: Director and Chief Executive Officer

 

II-8


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on June 24, 2021.

 

Signature

  

Title

/s/ Changlin Liang

   Director and Chief Executive Officer

Changlin Liang

   (Principal Executive Officer)

/s/ Le Yu

   Director and Chief Strategy Officer

Le Yu

   (Principal Financial and Accounting Officer)

*

   Director and Vice President

Yi Ding

  

*

   Director

Eric Chi Zhang

  

 

*By:  

/s/ Changlin Liang

 

Name: Changlin Liang

 

Attorney-in-fact

 

II-9


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Dingdong (Cayman) Limited has signed this registration statement or amendment thereto in New York on June 24, 2021.

 

Cogency Global Inc.

Authorized U.S. Representative

By:  

/s/ Colleen A. De Vries

  Name: Colleen A. De Vries
  Title: Senior Vice President

 

II-10