[SCHEDULE 13G] Chagee Holdings Limited American SEC Filing

Rhea-AI Filing Summary

Chagee Holdings Ltd. disclosure shows two related reporting persons: Dengfeng Yin and TeaTide Limited. Dengfeng Yin beneficially owns 12,073,757 Class A ordinary shares, representing 10.0% of the class as calculated in the filing; this total includes 551,521 Class A shares underlying options exercisable within 60 days. TeaTide Limited holds 11,522,236 shares, or 9.6% of the class. The filing describes an ownership chain in which TeaTide is controlled through Starry Ocean entities and a trust established for the benefit of Dengfeng Yin and his family, with Trident Trust Company (Cayman) Limited as trustee. TeaTide has granted irrevocable proxy and power of attorney to Junjie Zhang to exercise voting power over its shares.

Positive

• Material disclosure of >5% ownership by related parties (10.0% and 9.6%), which is important for investor transparency
• Clear explanation of ownership chain linking TeaTide Limited through Starry Ocean entities to a family trust with a named trustee
• Options included in the calculation (551,521 exercisable within 60 days) clarifies near-term potential voting/dispositive power
• Irrevocable proxy/power of attorney to Junjie Zhang clarifies who currently exercises voting authority over TeaTide's shares

Negative

• None.

Insights

Financial Analyst

TL;DR: A single principal and an affiliated entity together report roughly 10% ownership, signaling concentration of voting and economic interest.

The Schedule 13G reveals that Dengfeng Yin and an affiliated vehicle control material stakes in Class A shares: Dengfeng Yin reports beneficial ownership of 12,073,757 shares (10.0% including near-term exercisable options) while TeaTide Limited holds 11,522,236 shares (9.6%). For investors, concentrated ownership at this scale is material because it can influence corporate votes and strategic decisions. The filing also documents that TeaTide has irrevocable proxy arrangements in favor of Junjie Zhang, clarifying who currently exercises voting authority over those shares. The described ownership chain (operating companies, holding companies, and a family trust with a professional trustee) explains how economic and voting rights are allocated among related parties.

Corporate Governance Expert

TL;DR: Ownership structure shows coordinated control via trust and proxy, creating a clear governance influence without indicated change in control intent.

The disclosure details a layered control structure: TeaTide Limited is controlled through Starry Ocean entities and ultimately by a family trust benefiting Dengfeng Yin and relatives, with Trident Trust Company (Cayman) Limited as trustee. Notably, TeaTide granted irrevocable proxy and power of attorney to Junjie Zhang, centralizing voting execution. Inclusion of options exercisable within 60 days in the beneficial ownership calculation is appropriate and increases Dengfeng Yin's reported stake. The filing contains no statements of intent to change corporate governance or transact in shares, so the filing serves primarily as a transparency disclosure regarding influence and voting arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Chagee Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

15743P104

(CUSIP Number)

06/30/2025

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 15743P104

1

Names of Reporting Persons

Dengfeng Yin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 551,521.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,073,757.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,073,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Note to Row 5: The 551,521 shares beneficially owned with sole voting power include 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025. Note to Rows 7 and 9: The 12,073,757 shares beneficially owned with sole dispositive power include (i) 11,522,236 Class A ordinary shares held by TeaTide Limited, a company controlled by Starry Ocean Wisdom Limited, which in turn is wholly owned by Starry Ocean Development Limited. Starry Ocean Development Limited is controlled by Starry Ocean Trust, a trust for the benefit of Mr. Dengfeng Yin and his family members. Trident Trust Company (Cayman) Limited is the trustee of Starry Ocean Trust and (ii) the 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025. Note to Row 11: Based on the quotient obtained by dividing 12,073,757, the sum of the Class A ordinary shares owned by the Reporting Person as set forth in Row 9, by the sum of (i) 120,478,383 Class A ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer and (ii) 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025.

SCHEDULE 13G

CUSIP No. 15743P104

1

Names of Reporting Persons

TeaTide Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,522,236.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,522,236.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.6 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to Row 5: TeaTide Limited has entered into certain irrevocable proxy and power of attorney arrangements in favor of Mr. Junjie Zhang, through which Mr. Junjie Zhang exercises voting power over all Class A ordinary shares held by TeaTide Limited. Note to Rows 7 and 9: Representing 11,522,236 Class A ordinary shares held by TeaTide Limited, a company controlled by Starry Ocean Wisdom Limited, which in turn is wholly owned by Starry Ocean Development Limited. Starry Ocean Development Limited is controlled by Starry Ocean Trust, a trust for the benefit of Mr. Dengfeng Yin and his family members. Trident Trust Company (Cayman) Limited is the trustee of Starry Ocean Trust. Note to Row 11: Based on the quotient obtained by dividing 11,522,236, the sum of the Class A ordinary shares owned by the Reporting Person as set forth in Row 9, by 120,478,383 Class A ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Chagee Holdings Ltd.
(b)	Address of issuer's principal executive offices: Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, China, 200051
Item 2.
(a)	Name of person filing: Dengfeng Yin TeaTide Limited (Collectively, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The business address of the Reporting Persons is Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, People's Republic of China, 200051.
(c)	Citizenship: Dengfeng Yin: People's Republic of China TeaTide Limited: British Virgin Islands
(d)	Title of class of securities: Class A ordinary shares, par value US$0.0001 per share
(e)	CUSIP No.: 15743P104
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(ii) Shared power to vote or to direct the vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(iii) Sole power to dispose or to direct the disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(iv) Shared power to dispose or to direct the disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
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
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Dengfeng Yin

Signature:	/s/ Dengfeng Yin
Name/Title:	Dengfeng Yin
Date:	08/14/2025

TeaTide Limited

Signature:	/s/ Dengfeng Yin
Name/Title:	Dengfeng Yin/Director
Date:	08/14/2025

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

How many Chagee Holdings (CHA) Class A shares does Dengfeng Yin beneficially own?

The filing states 12,073,757 Class A ordinary shares beneficially owned by Dengfeng Yin, reported as 10.0% of the class (including near-term exercisable options).

What stake does TeaTide Limited report in CHA?

TeaTide Limited reports beneficial ownership of 11,522,236 Class A ordinary shares, equal to 9.6% of the outstanding Class A shares per the filing.

Are any options included in the ownership totals for CHA?

Yes. The filing includes 551,521 Class A ordinary shares underlying options held by Dengfeng Yin that are exercisable within 60 days, which are counted in the reported ownership figures.

Who exercises voting power over TeaTide Limited's CHA shares?

TeaTide Limited has entered into irrevocable proxy and power of attorney arrangements that vest voting power over its Class A shares with Junjie Zhang, per the filing.

What entity serves as trustee for the trust controlling these CHA shares?

The filing identifies Trident Trust Company (Cayman) Limited as the trustee of Starry Ocean Trust, the trust described as benefiting Dengfeng Yin and his family members.