Sec Form 13D Filing - JD.com Inc. filing for DADA NEXUS LTD ADS (DADA) - 2024-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Dada Nexus Limited

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

23344D108⁽¹⁾

(CUSIP Number)

JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

+86 10 8911-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on 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, as amended (the “Exchange 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).

(1) There is no CUSIP number assigned to ordinary shares of the issuer. CUSIP number 23344D108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “DADA.” Each ADS represents four ordinary shares of the issuer.

CUSIP No. 23344D108

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CUSIP No. 23344D108

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CUSIP No. 23344D108

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CUSIP No. 23344D108

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Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 4, 2022 (the “Original Schedule 13D”), as amended by amendment No. 1 to the Original Schedule 13D on April 26, 2023 (the “Amendment No. 1”), and further amended by amendment No. 2 to the Original Schedule 13D on April 28, 2023 (the “Amendment No. 2,” together with the Original Schedule 13D and Amendment No. 1, the “Statement”) filed by JD.com, Inc. (“JD”), JD.com Investment Limited (“JD Investment”), JD Sunflower Investment Limited (“JD Sunflower”) and Windcreek Limited (individually, each a “Reporting Person” and collectively, “Reporting Persons”), with respect to ordinary shares, par value $0.0001 per share, of Dada Nexus Limited, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at 22/F, Oriental Fisherman’s Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai 200082, People’s Republic of China

Except as provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby supplemented by the following:

On September 16, 2024, Windcreek Limited entered into a share purchase agreement (the “SPA”) with Global Pinnacle Corporation, a Delaware corporation (the “Seller”), pursuant to which Windcreek Limited has purchased a total of (i) 87,481,280 ordinary shares of the Issuer at a price of US$0.25 per share and (ii) 1,875,000 ADSs of the Issuer representing 7,500,000 ordinary shares of the Issuer at a price of US$1.00 per ADS from the Seller. The closing of the transactions has occurred concurrently with the execution of the SPA. A copy of the SPA is filed herewith as Exhibit 99.8. The description of the SPA contained herein is qualified in its entirety by reference to Exhibit 99.8, which is incorporated herein by reference.

Item 4. Source and Amount of Funds or Other Consideration.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

The information set forth in Item 3 above and Item 6 below is hereby incorporated by reference in this Item 4.

Following the transactions described in this Amendment No. 3, JD.com, Inc. will be deemed to beneficially own, taking into account its existing beneficial ownership, approximately 63.2% of the Issuer’s issued and outstanding shares.

Except as set forth in this Statement or in the transactions or documents described herein, the Reporting Persons does not have any present plans or proposals that relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer,

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries,

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries,

(d) Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board,

(e) Any material change in the present capitalization or dividend policy of the Issuer,

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(f) Any other material change in the Issuer’s business or corporate structure,

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person,

(h) Causing a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association,

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and supplemented by the following:

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 3 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5.

(a) As of the date hereof, JD Sunflower directly holds 543,635,690 ordinary shares, representing 52.3% of the Issuer’s total outstanding ordinary shares, and Windcreek Limited directly holds (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the issuer, representing 10.9% of the Issuer’s total outstanding ordinary shares.

As of the date hereof, each of JD and JD Investment may be deemed to have beneficial ownership of 657,224,518 ordinary shares, representing 63.2% of the Issuer’s total outstanding ordinary shares, representing all the shares held by JD Sunflower and Windcreek Limited. JD Investment is the sole shareholder of each of JD Sunflower and Windcreek Limited. JD is the sole shareholder of JD Investment. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD and JD Investment may be deemed to beneficially own all of the ordinary shares (including ordinary shares represented by ADSs) held by JD Sunflower and Windcreek Limited, respectively.

The above disclosure of percentage information was calculated based on a total of 1,039,219,710 ordinary shares of the Issuer issued and outstanding as of June 30, 2024.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer.

(b) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.

(c) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 5 of the Statement is hereby amended and supplemented by the following:

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

Share Purchase Agreement

On September 16, 2024, Windcreek Limited entered into the SPA with the Seller, pursuant to which Windcreek Limited has purchased a total of (i) 87,481,280 ordinary shares of the Issuer at a price of US$0.25 per share and (ii) 1,875,000 ADSs of the Issuer representing 7,500,000 ordinary shares of the Issuer at a price of US$1.00 per ADS from the Seller. The total of 94,981,280 ordinary shares represented approximately 9.1% of the Issuer’s outstanding ordinary shares. The closing of the transactions has occurred concurrently with the execution of the SPA. The SPA also contains customary representations, warranties, covenants and indemnification from each of Windcreek Limited and the Seller for a transaction of this nature. A copy of the SPA is filed herewith as Exhibit 99.8. The description of the SPA contained herein is qualified in its entirety by reference to Exhibit 99.8, which is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

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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.

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SCHEDULE A

Directors and Executive Officers of JD

The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Professor Ming Huang, Mr. Louis T. Hsieh, Professor Dingbo Xu, Ms. Caroline Scheufele, Ms. Grace Kun Ding and Ms. Jennifer Ngar-Wing Yu, the business address of the directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China.

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Directors and Executive Officers of JD Investment

The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is Room 3614-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Directors and Executive Officers of JD Sunflower

The names of the directors and the names and titles of the executive officers of JD Sunflower and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Directors and Executive Officers of Windcreek Limited

The names of the directors and the names and titles of the executive officers of Windcreek Limited and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

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