SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Didi
Global Inc.
(Name of Issuer)
Class
A ordinary shares, par value US$0.00002 per share
(Title of Class of Securities)
23292E108
(CUSIP Number)
Prashanth
Mahendra-Rajah
c/o
Uber Technologies, Inc.
1725
3rd Street
San
Francisco, CA 94158
(415)
612-8582
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications:)
May
8, 2024
(Date
of Event which Requires Filing on Schedule 13D)
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), checking the following box. o
* 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 disclosures provided in a prior cover page.
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 (“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) |
|
Name of Reporting Persons:
Uber Technologies, Inc. |
| (2) |
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) o (b)
o
|
| (3) |
|
SEC Use Only:
|
| (4) |
|
Source of Funds (See Instructions):
OO |
| (5) |
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
o |
| (6) |
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Citizenship or Place of Organization:
Delaware |
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7) |
|
Sole Voting Power
143,911,749(1) |
| |
(8) |
|
Shared Voting Power
0 |
| |
(9) |
|
Sole Dispositive Power
143,911,749(1) |
| |
(10) |
|
Shared Dispositive Power
0 |
| (11) |
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
143,911,749(1) |
| (12) |
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o |
| (13) |
|
Percent of Class Represented by Amount in Row (11):
11.8%(2) |
| (14) |
|
Type of Reporting Person (See Instructions):
CO |
|
|
|
|
|
|
|
|
| (1) |
Consists
of 143,911,749 Class A ordinary shares, par value US$0.00002 per share, of Didi Global Inc. |
| (2) |
The
percent of class beneficially owned by the Reporting Person was calculated assuming 1,215,116,421 Class A ordinary shares issued and
outstanding as of December 31, 2023, as described in the Issuer’s report on Form 20-F filed with the Securities and Exchange Commission
on April 15, 2024. Represents approximately 6.6%
of the voting power of the common shares of the Issuer as a result of the 97,556,869 Class B ordinary shares issued and outstanding as
of December 31, 2023, as described in the Issuer’s report on Form 20-F filed with the Securities and Exchange Commission on April
15, 2024. |
Item
1. Security and Issuer
(a) This Schedule 13D (this “Statement”)
relates to the Class A ordinary shares, US$0.00002 per share (the “Class
A ordinary shares”), of Didi Global Inc. (the “Issuer”).
(b) The address of the principal executive
offices of the Issuer is DiDi Xinchenghai, Building 1, Yard 6, North Ring Road, Tangjialing, Haidian District, Beijing, People’s
Republic of China.
Item
2. Identity and Background
(a-c) This Statement is being filed by Uber
Technologies, Inc. (the “Reporting Person” or “Uber”),
a publicly traded Delaware corporation because the Reporting Person holds 113,740,586 Class A ordinary shares of the Issuer through Uber
International C.V. (“Uber International”), a wholly-owned,
indirect subsidiary of the Issuer, and 30,171,163 Class A ordinary shares of the Issuer through SMB Holding Corporation (“SMB
Holding”), a wholly-owned, indirect subsidiary of the Issuer. The principal business of the Reporting Person is the
operation and continued development of a technology platform that uses a massive network, leading technology, operational excellence
and product expertise to power movement from point A to point B. The business address of the Reporting Person is 1725 3rd Street, San
Francisco, CA 94158. Set forth on Schedule I, which is incorporated herein by reference, is the name, business address and principal
occupation or employment and citizenship of each of the Reporting Person’s directors and executive officers.
(d) During the last five years, neither
the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither
the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of the individuals
referred to in Schedule I is set forth on Schedule I.
Item
3. Source and Amount of Funds or Other Consideration
The information set forth or incorporated
by reference in Item 6 of this Statement is incorporated by reference into this Item 3. In August 2016, Uber completed the sale of its
interest in Uber (China) Ltd. to the Issuer (the “Sale Transaction”),
pursuant to which the Issuer acquired certain Uber assets and assumed certain Uber liabilities in the People’s Republic of China.
In connection with the Sale Transaction, an affiliate of Uber received 52,052,548 shares of the Issuer’s Series B-1 preferred stock
(“DiDi Series B-1 shares”). In connection with the
consummation of the Issuer’s initial public offering on June 30, 2021, each DiDi Series B-1 share was converted into three Class
A ordinary shares, and an affiliate of Uber received 143,911,749 Class A ordinary shares, 30,171,163 of which were transferred to another
affiliate of Uber on December 27, 2023.
Item
4. Purpose of Transaction
The information set forth in Items 3 and
6 of this Schedule 13D is incorporated herein by reference. The Reporting Person periodically reviews its investments in issuers, including
the Issuer, and intends to further assess its investment in the Issuer from time to time, on the basis of various factors, including,
without limitation, the Issuer’s business performance, financial condition, results of operations and prospects, general economic,
market and industry conditions, as well as other developments and other investment opportunities available to the Reporting Person and
the Issuer. The Reporting Person seeks to maximize the value of its investment in the Issuer. If the Reporting Person believes that further
investment in the Issuer is attractive, the Reporting Person may acquire (or seek to acquire) ordinary shares or other securities of
the Issuer or interests in the assets or businesses of the Issuer. Similarly, Uber may determine to dispose of some or all of the Class
A ordinary shares currently owned by the Reporting Person.
Depending upon the foregoing factors or
any other factors that the Reporting Person may deem relevant, the Reporting Person may (i) acquire additional securities of the Issuer
in open market transactions or privately negotiated transactions, (ii) make a proposal or proposals to acquire more (or potentially all)
of the equity interests in the Issuer, including, without limitation, directly from certain (or potentially all) of the security holders
of the Issuer, and make a shareholder proposal or proposals to request that the Issuer consider one or more extraordinary transactions,
such as a merger (which transactions may cause the Issuer’s Class A ordinary shares and American depositary shares to be deregistered
under the Securities Act of 1933, as amended (the “Securities Act”)),
(iii) dispose of part or all of its investment in the Issuer in open market transactions, privately negotiated transactions, via extraordinary
transactions such as a merger or otherwise, and/or (iv) acquire assets or businesses of the Issuer or its subsidiaries, or an interest
in assets or businesses of the Issuer or its subsidiaries, in each case including, without limitation, through the formation of a joint
venture, strategic partnership or otherwise. Any acquisition or disposition may be effected by the Reporting Person at any time without
prior notice, subject to applicable law.
The Reporting Person may engage in discussions
with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties concerning
the business, operations, board composition, management, strategy or control and future plans of the Issuer that could result in or relate
to, among other things, any of the matters set forth in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
Subject to the foregoing and except as described
in this Schedule 13D, neither the Reporting Person nor, to its best knowledge, its directors or executive officers, has any present plan
or proposal which relates to, or would result in, any of the events referred to in paragraphs (a) though (j), inclusive, of the instructions
to Item 4 of Schedule 13D. The Reporting Person intends to review its investment in the Issuer on a continuing basis and reserves the
right, at any time and from time to time, to review or reconsider its position, change its purpose, take other actions or formulate and
implement plans or proposals with respect to any and all matters referred to in clauses (a) through (j) of the instructions to Item 4
of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a) The Reporting Person is the beneficial
owner of 143,911,749 Class A ordinary shares, which represent approximately 11.8% of the outstanding Class A ordinary shares as of December
31, 2023. The percent of Class A ordinary shares beneficially owned by the Reporting Person was calculated based on the 1,215,116,421
Class A ordinary shares issued and outstanding as of December 31, 2023, as described in the Issuer’s report on Form 20-F filed
with the Securities and Exchange Commission on April 15, 2024. None of the persons named in Schedule I beneficially own any shares of Class A ordinary shares.
(b)
The Reporting Person has sole voting and sole dispositive power over an aggregate of 143,911,749 Class A ordinary shares. The Reporting
Person’s shares of Class A Common Stock represent approximately 6.6% of the voting power of Issuer’s outstanding capital
stock as of December 31, 2023.
(c) Other than the acquisition of the shares
as reported herein, the Reporting Person and, to the best knowledge of the Reporting Person, the directors and executive officers of
the Reporting Person have not effected any other transactions in the shares of the Issuer during the past 60 days.
(d) Except as described herein, 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, securities covered
by this Statement.
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In connection with the Sale Transaction,
affiliates of Uber entered into an amended and restated shareholders agreement (the “Shareholders
Agreement”) on August 9, 2019 with the Issuer and certain other shareholders of the Issuer. The Shareholders Agreement
provided for certain shareholders’ rights, including preemptive rights, information and inspection rights, protective provisions,
a standstill, an obligation of Uber and its affiliates to provide a proxy and certain voting undertakings and other corporate governance
matters. Except for the registration rights, described below, and certain confidentiality obligations, these provisions, including the
obligation of Uber and its affiliates to provide a proxy and certain voting undertakings, were terminated in connection with the consummation
of Issuer’s initial public offering.
Demand
Registration Rights. Holders of registrable securities may request in writing that the Issuer
effect the registration of the registrable securities under the Securities Act where the anticipated aggregate offering price
is in excess of US$400 million. Upon such a request, the Issuer is required to promptly give notice of such requested registration to
all other holders of registrable securities and use reasonable best efforts to effect, as soon as possible, the registration under the Securities
Act of (i) all registrable securities for which the requesting shareholders has requested registration and (ii) all other registrable
securities as those requested to be registered by the other shareholders who requested in writing within 15 days after our delivery of
written notice of the requested registration. The Issuer is not obligated to effect more than a total of three demand registrations and
no more than one demand registration within any six-month period.
Piggyback
Registration Rights. If the Issuer proposes to file a registration statement for a public
offering of its securities under the Securities Act, it is required to provide each holder of the registrable securities a written
notice of such registration, and upon the written request of any holder, use commercially reasonable efforts to effect the registration
under the Securities Act of all registrable securities that have been so requested. Holders of registrable securities may make
unlimited number of requests to register registrable securities under this piggyback registration upon the terms and conditions set forth
in the Shareholders Agreement.
Form
F-3 Registration Rights. If the Issuer is eligible to use a Form F-3 registration statement,
holders of at least 30% of the Issuer’s voting power of the then outstanding registrable securities may demand that the Issuer
file a registration on Form F-3. The Issuer is not obligated to effect such registration if, among other things, (i) the anticipated
aggregate offering price is less than US$2 million, or (ii) the Issuer has already effected a registration in the six-month period preceding
the date of the request.
Expenses
of Registration. The Issuer will bear all registration expenses, other than underwriting
discounts and selling commissions, incurred in connection with any demand, piggyback or F-3 registration.
Termination
of Obligations. The registration rights in favor of Uber set forth above terminate on the
earlier of (i) three years of the closing the initial public offering and (ii) with respect to the registrable securities, the date when
Uber or its affiliates may sell such registrable securities under Rule 144 of the Securities Act within a 90-day
period.
The foregoing description of the Shareholders
Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1 to this Statement, and is incorporated
herein by reference.
Item
7. Material to be Filed as Exhibits
Signature
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete
and correct.
| Date:
May 8, 2024 |
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UBER
TECHNOLOGIES, INC. |
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By: |
/s/ Prashanth Mahendra-Rajah |
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Name:
Prashanth Mahendra-Rajah |
| |
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Title:
Chief Financial Officer |
Schedule
I
Directors
and Executive Officers
The business address
of each director and executive officer is c/o Uber Technologies, Inc., 1725 3rd Street San Francisco, CA 94158. Unless otherwise indicated,
each director and executive officer is a citizen of the United States.
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| NAME
AND POSITION |
PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT |
| Dara
Khosrowshahi |
Chief
Executive Officer and Director of Uber Technologies, Inc. |
| Prashanth
Mahendra-Rajah |
Chief
Financial Officer of Uber Technologies, Inc. |
| Tony
West |
Senior
Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. |
| Nikki
Krishnamurthy |
Senior
Vice President and Chief People Officer of Uber Technologies, Inc. |
| Jill
Hazelbaker |
Senior
Vice President, Marketing and Public Affairs of Uber Technologies, Inc. |
| Ronald
Sugar |
Former
Chairman and CEO, Northrop Grumman |
| Revathi
Advaithi |
CEO
of Flex Ltd. |
| Turqi
Alnowaiser(1) |
Deputy
Governor and Head of International Investments Division of The Public Investment Fund |
| Ursula
Burns |
Co-founder
of Integrum Holdings, LP |
| Robert
Eckert |
Operating
Partner of FFL Partners, LLC |
| Mandy
Ginsberg |
Operating
Partner of Advent International |
| Wan
Ling Martello |
Co-founder
and Partner of BayPine |
| John
Thain |
Chairman,
Pine Island Capital Partners LLC |
| David
Trujillo |
Partner,
TPG |
| Alexander
Wynaendts(2) |
Former
CEO and Chairman, Aegon NV |
(1) Mr. Alnowaiser is a citizen of the Kingdom
of Saudi Arabia.
(2) Mr. Wynaendts is a citizen of the Netherlands
Uber Technologies (NYSE:UBER)
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Uber Technologies (NYSE:UBER)
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