Sec Form 13G Filing - SB INVESTMENT ADVISERS (UK) LTD @ Full Truck Alliance Co. Ltd.

Sec Form 13G Filing - SB INVESTMENT ADVISERS (UK) LTD filing for Full Truck Alliance Co. Ltd. (YMM) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Full Truck Alliance Co. Ltd.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

35969L108

(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)

☒	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 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. 35969L108		Schedule 13G		Page 1 of 10


CUSIP No. 23292E108		Schedule 13G		Page 2 of 10


1	Names of Reporting Persons Softbank Vision Fund 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 Jersey
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 3,940,559,749
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,940,559,749
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,940,559,749
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 21.1%
12	Type of Reporting Person PN


CUSIP No. 23292E108		Schedule 13G		Page 3 of 10


1	Names of Reporting Persons SVF Holdings (UK) LLP
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 3,940,559,749
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,940,559,749
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,940,559,749
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 21.1%
12	Type of Reporting Person PN


CUSIP No. 23292E108		Schedule 13G		Page 4 of 10


1	Names of Reporting Persons SVF Holdings (Singapore) Pte. Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Singapore
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 3,940,559,749
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,940,559,749
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,940,559,749
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 21.1%
12	Type of Reporting Person CO


CUSIP No. 23292E108		Schedule 13G		Page 5 of 10


1	Names of Reporting Persons SVF Truck (Singapore) Pte. Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Singapore
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 3,940,559,749
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,940,559,749
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,940,559,749
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 21.1%
12	Type of Reporting Person CO


CUSIP No. 23292E108		Schedule 13G		Page 6 of 10

ITEM 1. (a)

Name of Issuer:

Full Truck Alliance Co. Ltd. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang, Guizhou 550009, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China.

ITEM 2. (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Investment Advisers (UK) Limited (“SBIA UK”)

SoftBank Vision Fund LP

SVF Holdings (UK) LLP

SVF Holdings (Singapore) Pte. Ltd.

SVF Truck (Singapore) Pte. Ltd.

(b)

Address or Principal Business Office:

The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SoftBank Vision Fund LP is Aztec Group House 11-15 Seaton Place, St. Helier, Jersey, JE4 0QH. The address for each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck (Singapore) Pte. Ltd. is 138 Market Street #27-01A, Capitagreen, Singapore 048926.

(c)

Citizenship of each Reporting Person is:

SBIA UK and SVF Holdings (UK) LLP are organized under the laws of England and Wales. Softbank Vision Fund L.P. is organized under the laws of Jersey. Each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck (Singapore) Pte. Ltd. is organized under the laws of Singapore.

(d)

Title of Class of Securities:

Class A Ordinary Shares, par value $0.00001 per share (“Class A Ordinary Shares”).

(e)

CUSIP Number:

35969L108


CUSIP No. 23292E108		Schedule 13G		Page 7 of 10

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2021, based upon 1,181,921,441 Class A Ordinary Shares outstanding as of June 24, 2021, as disclosed in the Issuer’s prospectus with the Securities and Exchange Commission on June 22, 2021.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
SB Investment Advisers (UK) Limited.		3,940,559,749		21.1	%		3,940,559,749		0		3,940,559,749		0
Softbank Vision Fund L.P.		3,940,559,749		21.1	%		3,940,559,749		0		3,940,559,749		0
SVF Holdings (UK) LLP		3,940,559,749		21.1	%		3,940,559,749		0		3,940,559,749		0
SVF Holdings (Singapore) Pte. Ltd.		3,940,559,749		21.1	%		3,940,559,749		0		3,940,559,749		0
SVF Truck (Singapore) Pte. Ltd.		3,940,559,749		21.1	%		3,940,559,749		0		3,940,559,749		0

SVF Truck (Singapore) Pte. Ltd. is the record holder of the securities reported herein. Softbank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Holdings (Singapore) Pte. Ltd., which in turn is the sole owner of SVF Truck (Singapore) Pte. Ltd.

SBIA UK has been appointed as alternative investment fund manager (“AIFM”) of Softbank Vision Fund L.P. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of Softbank Vision Fund L.P.’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


CUSIP No. 23292E108		Schedule 13G		Page 8 of 10

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. 23292E108		Schedule 13G		Page 9 of 10

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


SB Investment Advisers (UK) Limited

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel

SoftBank Vision Fund LP
By: SB Investment Advisers (UK) Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel

SVF Holdings (UK) LLP
By: SB Investment Advisers (UK) Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel

SVF Holdings (Singapore) Pte. Ltd.

By:		/s/ Rhonda Gornitsky
Name:		Rhonda Gornitsky
Title:		Director

SVF Truck (Singapore) Pte. Ltd.

By:		/s/ Rhonda Gornitsky
Name:		Rhonda Gornitsky
Title:		Director


CUSIP No. 23292E108		Schedule 13G		Page 10 of 10

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

Names of Reporting Persons

SB Investment Advisers (UK) Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

England and Wales