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United States securities and exchange commission logo
October 27, 2023
Changlin Liang
Director and Chief Executive Officer
Dingdong (Cayman) Ltd
Building 1, 56 Fanchang Road
Shanghai, 20120
People’s Republic of China
Re:Dingdong (Cayman) Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Response Dated September 29, 2023
File No. 001-40533
Dear Changlin Liang:
            We have reviewed your September 29, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 8, 2023
letter.
Response Dated September 29, 2023
Introduction, page 1
1.We note your proposed disclosure and response to comment 1 that you intend to revise
certain “China” or “PRC” references to “mainland China” to the extent the context
requires throughout the Form 20-F in future filings.  Please provide your proposed
revisions.
2.We note your proposed disclosure in response to comment 2 and reissue our
comment.  Revise to discuss the applicable laws and regulations in Hong Kong and/or
Macau, as applicable, as well as the related risks and consequences.  Disclose how
regulatory actions related to data security or anti-monopoly concerns in Hong
Kong/Macau have or may impact the company’s ability to conduct its business, accept

 FirstName LastNameChanglin Liang
 Comapany NameDingdong (Cayman) Ltd
 October 27, 2023 Page 2
 FirstName LastNameChanglin Liang
Dingdong (Cayman) Ltd
October 27, 2023
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foreign investment or list on a U.S./foreign exchange.  Include risk factor disclosure
explaining whether there are laws/regulations in Hong Kong/Macau that result in
oversight over data security, how this oversight impacts the company’s business and the
ability to offer securities, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.  In this regard, we note your
proposed disclosure references the Law of PRC on Safeguarding National Security in
Hong Kong but does not discuss the related risks and consequences, including how it
could impact the company's business or ability to offer securities.  With respect to
regulatory actions related to data security or anti-monopoly concerns, your proposed
disclosure only seems to address laws applicable in mainland China, rather than Hong
Kong.
Item 3. Key Information
Our Corporate Structure, page 4
3.We note your proposed disclosure in response to comment 3.  Please further revise to
clarify that it is the PRC regulatory authorities that could disallow your holding company
structure, rather than "any" regulatory authority.  Please also state that disallowing your
holding company structure would likely result in a material change in your operations, and
include a cross reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
4.We note your proposed disclosure in response to comment 4.  Please amend your structure
chart to disclose the remaining interest holder(s) in Shanghai Yushengbaigu Food Co.,
Ltd.
Cash Flows through Our Organization, page 5
5.We note your proposed disclosure in response to comment 7 only includes revisions to
page 92.  Please also include comparable revisions in this section.
6.We note your proposed disclosure in response to comment 8 and reissue our comment in
part.  Please make the applicable revisions to your summary risk factors as well.
7.We note your proposed disclosure in response to comment 9 and reissue our comment in
part.  Disclose the source of your cash management policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.).  Ensure the disclosure appears in this
section of your 20-F.
Permissions Required from the PRC Authorities for Our Operations, page 5
8.We note your proposed disclosure in response to comment 10 that no requisite licenses
and permits have been denied, except for which has been disclosed in the risk factor "Any
lack of requisite approvals, licenses, permits or filings or failure to comply with any
requirements of PRC laws, regulations and policies may materially and adversely affect
our daily operations and hinder our growth" on page 18 of your 20-F.  Please

 FirstName LastNameChanglin Liang
 Comapany NameDingdong (Cayman) Ltd
 October 27, 2023 Page 3
 FirstName LastName
Changlin Liang
Dingdong (Cayman) Ltd
October 27, 2023
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identify which permits have been denied or are incomplete in this section.  In addition, in
regards to your entire discussion of required permissions and approvals, describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
9.We note your proposed disclosure in response to comment 11 and reissue our
comment.  We note that you do not appear to have relied upon an opinion of counsel with
respect to your conclusions that you do not need CAC, CSRC, or any additional
permissions and approvals to operate your business and to offer securities to investors, as
your disclosure states only that you were "advised" by counsel.  If true, state as much and
explain why such an opinion was not obtained.  Where you state that you are not subject
to CAC and CSRC approval, explain why that is the case and the basis on which you
made that determination.  Additionally, we note that you have removed disclosure that in
connection with your historical issuance of securities to foreign investors, under currently
effective PRC laws, regulations, and regulatory rules, that you "have not been requested to
obtain such permissions by any PRC authority."  If true, please revise to include this
statement in your proposed disclosure.  Otherwise, explain why such statement is no
longer accurate.
Summary of Risk Factors, page 6
10.We note your proposed disclosure in response to comment 12 and reissue our comment in
part.  In each instance where you note that the PRC government has "oversight and
discretion" over your business operations, please revise to state that the PRC government
has "oversight and control" over your business operations. (Emphasis added).
Our business is subject to complex and evolving laws and regulations regarding privacy and data
protection, page 16
11.We note your proposed disclosure in response to comment 13 regarding your compliance
with the applicable regulations and policies that have been issued by the CAC to date.
The disclosure here should not be qualified by materiality.  Please make appropriate
revisions to your disclosure.
Certain judgments obtained against us by our shareholders may not be enforceable., page 18
12.We note your proposed disclosure in response to comment 15, including your proposed
risk factor disclosure related to how judgments from United States courts will be treated in
Hong Kong.  Please revise the risk factor to also include a discussion of how judgments
from United States courts will be treated in China.

 FirstName LastNameChanglin Liang
 Comapany NameDingdong (Cayman) Ltd
 October 27, 2023 Page 4
 FirstName LastName
Changlin Liang
Dingdong (Cayman) Ltd
October 27, 2023
Page 4
Risk Factors
The PCAOB had historically been unable to inspect our auditor..., page 27
13.We note your proposed disclosure in response to comment 14 and we reissue our
comment in part.  The disclosure in this risk factor should recognize that the PCAOB can
restart its “inspection clock” if circumstances change and it no longer believes that it can
inspect China and Hong Kong-based auditors.  Additionally, we note that you removed
disclosure regarding the history of the HFCA Act and that you were previously identified
as an Commission-Identified Issuer.  Please revise to include this disclosure.
Item 15. Controls and Procedures, page 124
14.We note from your response to comment 17 that you plan to revise your disclosure to
remove references to the chief strategy officer.  Please explain how your disclosure will
comply with Item 15 of Form 20-F which requires the conclusions of your principal
executive "and" principal financial officers, or persons performing similar functions or
revise accordingly.
Note 3. Revenue from contracts with customers, page F-22
15.We note your response to comment 25. However, in your analysis of ASC 606-10-55-89
through 55-91 you did not address 55-91(a), which states examples of categories that
might be appropriate include, type of good or service (for example, major product lines).
We note your disclosure indicates you offer a "wide range of products, including fresh
groceries, prepared food, and other food products" and these categories are frequently
mentioned throughout your Form 20-F disclosures and other public disclosures.  For
instance, in your earnings calls we have noticed an emphasis on "prepared meals."  Most
recently in your September 1, 2023 second quarter conference call you indicated the
prepared food category would attract new users, command higher prices, offer higher
gross margins and you discuss the impact in terms of GMV.  Please explain your
consideration of this aspect of guidance as well as why further disaggregation is not
warranted or revise your disclosure accordingly.
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Taylor Beech at 202-551-4515 or Cara Wirth at 202-551-7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services