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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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DiDi Global Inc. (Name of Issuer) |
Class A Ordinary Shares, par value of $0.00002 per share (Title of Class of Securities) |
(CUSIP Number) |
05/01/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Will Wei Cheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
77,421,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes:
(1) The amount set out in row (5) represents (i) 1,250,000 Class A ordinary shares underlying options exercisable within 60 days after March 20, 2026, (ii) 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited as of March 20, 2026 (beneficially owned by Will Wei Cheng, or Mr. Cheng, through a trust, of which Mr. Cheng is the settlor and Mr. Cheng and his family members are the beneficiaries) that Mr. Cheng has sole voting power over, and (iii) 20,269,248 Class A ordinary shares held by certain existing shareholders who have granted voting proxies to Mr. Cheng as of March 20, 2026.
(2) The amount set out in row (7) represents (i) 1,250,000 Class A ordinary shares underlying options exercisable within 60 days after March 20, 2026, and (ii) 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited as of March 20, 2026.
(3) The amount set out in row (9) represents (i) 1,250,000 Class A ordinary shares underlying options exercisable within 60 days after March 20, 2026, and (ii) 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited as of March 20, 2026. The number of shares here represents the shares beneficially owned by Mr. Cheng in terms of economic interest, which is not the same as the shares over which Mr. Cheng has voting power as illustrated in Note (1) above.
(4) The percentage of class of securities set out in row (11) is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the total number of ordinary shares outstanding as of March 20, 2026.
(5) The amount set out in row (5) represents 43.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the ordinary shares beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 20, 2026. Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Xiaocheng Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,171,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of class of securities set out in row (11) is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the total number of ordinary shares outstanding as of March 20, 2026. The amount set out in row (5) represents 42.0% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the ordinary shares beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 20, 2026. Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DiDi Global Inc. | |
| (b) | Address of issuer's principal executive offices:
DiDi Xinchenghai Building 1, Yard 6, North Ring Road, Tangjialing, Haidian Beijing, China, 100193 | |
| Item 2. | ||
| (a) | Name of person filing:
Will Wei Cheng | |
| (b) | Address or principal business office or, if none, residence:
DiDi Xinchenghai, Building 1, Yard 6, North Ring Road, Tangjialing, Haidian District, Beijing, People's Republic of China | |
| (c) | Citizenship:
People's Republic of China | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value of $0.00002 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
77,421,441 | |
| (b) | Percent of class:
6.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
97,690,689 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
77,421,441 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Will Wei Cheng and Xiaocheng Investments Limited have entered into a Joint Filing Agreement, a copy of which was filed on May 2, 2025, as Exhibit 99.1 to a filing on Schedule 13G, which is hereby incorporated by reference.
99.1 Supplemental Information Regarding Item 4 |
Exhibit 99.1
The following information with respect to the ownership of the ordinary shares, par value of $0.00002 per share, of the Issuer by each of the Reporting Persons is provided as of March 20, 2026. The table below is prepared based on 1,126,879,059 ordinary shares outstanding as of March 20, 2026, comprising 1,050,707,618 Class A ordinary shares (excluding 37,862,641 Class A ordinary shares repurchased by the Issuer and not yet cancelled or issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s Share Incentive Plans) and 76,171,441 Class B ordinary shares.
| Reporting Person | Amount beneficially owned in terms of economic interests: | Percent of class*: | Percent of aggregate voting power**: | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||
| Will Wei Chen g | 77,421,441 (1) | 6.9 | % | 43.2 | % | 97,690,689 (2) | 0 | 77,421,441 (1) | 0 | ||||||||
| Xiaocheng Investments Limited | 76,171,441 (3) | 6.8 | % | 42.0 | % | 76,171,441 (3) | 0 | 76,171,441 (3) | 0 |
* The percentage of class of securities is calculated by dividing the number of shares beneficially owned by the Reporting Person in terms of economic interests by the total number of ordinary shares outstanding as of March 20, 2026.
** The percentage of voting power is calculated by dividing the voting power of the ordinary shares beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of March 20, 2026. Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
| (1) | Represents (i) 1,250,000 Class A ordinary shares underlying options exercisable within 60 days after March 20, 2026, and (ii) 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited over which Mr. Cheng has sole voting and dispositive power as of March 20, 2026. Xiaocheng Investments Limited is beneficially owned by Mr. Cheng through a trust, of which Mr. Cheng is the settlor and Mr. Cheng and his family members are the beneficiaries. |
| (2) | Represents (i) 1,250,000 Class A ordinary shares underlying options exercisable within 60 days after March 20, 2026, (ii) 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited over which Mr. Cheng has sole voting and dispositive power as of March 20, 2026, and (iii) 20,269,248 Class A ordinary shares held by certain existing shareholders who have granted voting proxies to Mr. Cheng as of March 20, 2026. |
| (3) | Represents 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited over which Mr. Cheng has sole voting and dispositive power as of March 20, 2026. |