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United States securities and exchange commission logo
January 5, 2024
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 November 24, 2023
File No. 001-40533
Dear Changlin Liang:
            We have reviewed your November 24, 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 October 27,
2023 letter.
Response Dated November 24, 2023
Introduction, page 1
1.We note your response to prior comment 2 and reissue our comment. Although we note
your representation that your "Hong Kong subsidiary is only an intermediary holding
entity which conducts no business operations," the presence of Dingdong Fresh (Hong
Kong) Limited nevertheless exposes the company to legal and regulatory risks in Hong
Kong. Revise to discuss the applicable laws and regulations in Hong Kong, as well as the
related risks and consequences. Disclose how regulatory actions related to data security or
anti-monopoly concerns in Hong Kong have or may impact the company’s ability to
conduct its business, accept foreign investment or list on a U.S./foreign exchange.  Include
risk factor disclosure explaining whether there are laws/regulations in Hong Kong that
result in oversight over data security, how this oversight impacts the company’s business

 FirstName LastNameChanglin Liang
 Comapany NameDingdong (Cayman) Ltd
 January 5, 2024 Page 2
 FirstName LastName
Changlin Liang
Dingdong (Cayman) Ltd
January 5, 2024
Page 2
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
2.We note your proposed disclosure in response to prior comment 3 and reissue our
comment in part. Please explicitly state that disallowing your holding company structure
would likely result in a material change in your operations and/or adversely affect your
operations. (Emphasis added).
Cash Flows through Our Organization, page 5
3.We note your proposed disclosure in response to prior comment 6 and reissue our
comment. Please revise your summary risk factors to clearly state that to the extent cash
or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds
or assets may not be available to fund operations or for other use outside of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you or your subsidiaries by the PRC government to transfer cash or
assets. Additionally, state that there is no assurance the PRC government will not
intervene in or impose restrictions on the ability of you or your subsidiaries to transfer
cash or assets.
Permissions Required from the PRC Authorities for Our Operations, page 5
4.We note your proposed disclosure in response to prior comment 8 and reissue our
comment in part. Please explicitly state whether the lack of addresses of your regional
processing centers and frontline fulfillment stations result in a denial of your licenses
and/or approvals. Additionally, please describe the consequences to you and your
investors if you or your subsidiaries: (i) do not 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.

 FirstName LastNameChanglin Liang
 Comapany NameDingdong (Cayman) Ltd
 January 5, 2024 Page 3
 FirstName LastName
Changlin Liang
Dingdong (Cayman) Ltd
January 5, 2024
Page 3
5.We note your proposed disclosure in response to comment 9, specifically that your "PRC
legal advisers are of the view that" you do not need CAC, CSRC, or any additional
permissions and approvals to operate your business and to offer securities to
investors. Please clarify whether relying on the views of counsel is the same as relying on
the "opinion" of counsel. If so, please revise in all applicable areas to specifically state
that the company has relied on the opinion of counsel. If not, please state as much and
explain why such an opinion was not obtained.
Risk Factors
The PCAOB had historically been unable to inspect our auditor . . ., page 27
6.We note your proposed disclosure in response to comment 13 and reissue our comment in
part. Please revise to clearly disclose 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.
            Please contact Rucha Pandit at 202-551-6022 or Cara Wirth at 202-551-7127 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin