Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
United States of America
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
United States of America
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
United States of America
as representatives of the underwriters
VIA EDGAR
June 24, 2021
Aamira Chaudhry
Lyn Shenk
Daniel Morris
Mara Ransom
Office of Trade & Services
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Dingdong (Cayman) Limited (the “Company”) |
Registration Statement on Form F-1, as amended (File No. 333-256907)
Registration Statement on Form 8-A (File No. 001-40533 )
Dear Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time on June 28, 2021, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between June 22, 2021 and the date hereof, copies of the Company’s preliminary prospectus dated June 22, 2021 were distributed as follows:
Approximately 1,400 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Credit Suisse Securities (USA) LLC
as representatives of the underwriters
| Morgan Stanley & Co. LLC | ||
| By: | /s/ Celestina Milner | |
| Name: | Celestina Milner | |
| Title: | Executive Director | |
| BofA Securities, Inc. | ||
| By: | /s/ Catherine Wang | |
| Name: | Catherine Wang | |
| Title: | Managing Director | |
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Marc Bernstein | |
| Name: | Marc Bernstein | |
| Title: | Managing Director | |
