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  CORRESP

  January 26, 2024

  VIA CORRESPONDENCE

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Mr. Scott Stringer and Mr. Joel Parker

  	Re:	Dingdong (Cayman) Ltd

  		Form 20-F for Fiscal Year Ended December 31, 2022

  		Response Dated November 24, 2023

  File No. 001-40533

  Dear Mr. Stringer and Mr. Parker:

  	This letter sets forth the response of Dingdong (Cayman) Limited (the “Company”) to the comments contained in the letter dated January 5, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s responses to the Staff’s comment letter dated November 24, 2023 with respect to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”).

  	For ease of review, we have set forth below each of the numbered comments of the Staff’s letter and our responses thereto. Further, we will include the revisions proposed in our responses to the Staff’s comments in future annual report filings with the Commission, after the Staff’s completion of its review of our responses. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form 20-F.

  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 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

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  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.

  Response: We respectfully submit that, we propose to revise the referenced disclosure in the Form 20-F in future filings as follows, with the added disclosure underlined for your ease of reference. The bold text is added on top of the proposed disclosure in our prior response.

  Page 6 of the Form 20-F

  Risks and Uncertainties Relating to Doing Business in China

  We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in mainland China, and we are subject to complex and evolving PRC laws and regulations in mainland China. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the PCAOB on our auditor, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States stock exchange. These risks could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. As of the date of this annual report, regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign investment in the future, or continue to list on NYSE. However, new regulatory actions related to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions may have a material impact on our ability to conduct business, accept foreign investment, or continue to list on NSYE.

  On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC, or the Standing Committee of the NPC, promulgated the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Law of PRC on Safeguarding National Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC government has also recently issued regulations on the supervision of overseas listed PRC businesses, and check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to mainland China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from mainland China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong

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  Kong. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the United States, which could cause the value of our ADSs to significantly decline or become worthless. As of the date of this annual report, our Hong Kong subsidiary has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority.

  We respectfully submit that, as of the date of this submission, the Law of the PRC on Safeguarding National Security in Hong Kong does not have any material impact on the Company’s ability to conduct business, accept foreign investment in the future, or continue to list on NYSE. However, given the Law of the PRC on Safeguarding National Security in Hong Kong had been recently promulgated, the interpretation of such law and how the implementation of such law would impact on our operations in the mainland China involve substantial uncertainties. Therefore, there can be no assurance that our ability to conduct business or offer securities will not be adversely affected in the future. That said, we propose to add the following risk factor in the Form 20-F in future filings. The bold text is edited on top of our prior response, and in response to the Staff’s current round of comments.

  Page 30 of the Form 20-F

  Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our business.

  On June 30, 2020, the Standing Committee of the NPC promulgated the Law of the PRC on Safeguarding National Security in Hong Kong. The interpretation of the Law of the PRC on Safeguarding National Security in Hong Kong involves a degree of uncertainty. Recently, the PRC government issued regulations on the supervision of overseas listed PRC businesses. Under the new measures, the PRC government will enhance regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading. The PRC government will also check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to mainland China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong.

  As of the date of this annual report, we conduct our business operations only in mainland China, and our Hong Kong subsidiary, Dingdong Fresh (Hong Kong) Limited, does not have any business operations and simply serves as an intermediary holding entity to facilitate

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  overseas securities offering, therefore, the Law of the PRC on Safeguarding National Security in Hong Kong does not have a material impact on our ability to conduct business, accept foreign investment in the future, or continue to list on NYSE. However, the interpretation, the implementation of the Law of the PRC on Safeguarding National Security in Hong Kong and how it would impact our business or operations involve substantial uncertainties, and there can be no assurance that our ability to conduct business or offer securities will not be adversely affected in the future. Moreover, as of the date of this annual report, Dingdong Fresh (Hong Kong) Limited has not received any inquiry or notice or any objection from any mainland China or Hong Kong authorities. However, given the PRC government’s significant oversight over the conduct of business operations in mainland China and in Hong Kong, and in light of the PRC government’s recent extension of authority not only in mainland China but into Hong Kong, and rules and regulations in the PRC can change quickly with little advance notice, we cannot assure you that new regulations or regulatory actions may not be issued or taken in the future, which may have a material adverse impact on our ability to conduct business or offer securities in the future. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of our ADSs to significantly decline or become worthless.

  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).

  Response: In response to the Staff’s comment, we propose to revise the referenced disclosure in the Form 20-F in future filings as follows, with the added disclosure underlined and the deletions shown as strike-through for ease of reference. The bold text is edited on top of the proposed disclosure in our prior response, and in response to the Staff’s current round of comments.

  Page 4 of the Form 20-F

  Our Corporate Structure

  Dingdong (Cayman) Limited is not a Chinese operating company, but a Cayman Islands holding company with no material operations of its own. We conduct our operations through our subsidiaries located in mainland China, or PRC subsidiaries. Investors in the ADSs are not purchasing equity securities beneficial equity interests in Dingdong (Cayman) Limited, the of our PRC subsidiaries but instead are purchasing equity securities of a Cayman Islands holding company, rather than purchasing beneficial equity interests in any of our operating companies. This holding company structure involves unique risks to investors. As a holding company,

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  Dingdong (Cayman) Limited may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. The ability of our subsidiaries to pay dividends or make distributions to Dingdong (Cayman) Limited may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, if the PRC regulatory authorities disallow this holding company structure or limit or hinder our ability to conduct our business through, receive dividends or distributions from, or transfer funds to, our PRC subsidiaries or list on a U.S. or other foreign exchange, our operations would likely be materially changed and/or adversely affected, and the value of our securities could decline significantly or become worthless. See “Item 3. Key Information — Our Corporate Structure,” and “Item 3. Key Information — D. Risk Factors — Risks Relating to Doing Business in China — We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business or financial condition.”

  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.

  Response: In response to the Staff’s comment, we propose to add the following risk factor heading in the Summary of Risk Factors in the Form 20-F in future filings, with the added disclosure underlined for ease of reference:

  Summary of Risk Factors

  ……

  To the extent cash or assets in the business is in mainland China/Hong Kong or a mainland China/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of mainland China/Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability or our subsidiaries’ by the PRC government to transfer cash or assets. In addition, there is no assurance that the PRC government will not intervene in or impose restrictions on our ability or our subsidiaries’ to transfer cash or assets. For a detailed description of the underlying risks, see “Risk Factors—Risks Related to Doing Business in China— PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us fr