Item 1 Comment:
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the prior statement on Schedule 13D as filed on December 9, 2021 (the "Original 13D"), Amendment No. 1 to Schedule 13D as filed on January 27, 2022 (the "Amendment No. 1"), Amendment No. 2 to Schedule 13D as filed on March 11, 2022 (the "Amendment No. 2"), Amendment No. 3 to Schedule 13D as filed on July 18, 2024 (the "Amendment No. 3"), Amendment No. 4 to Schedule 13D as filed on March 5, 2025 (the "Amendment No. 4"), Amendment No. 5 to Schedule 13D as filed on June 4, 2025 (the "Amendment No. 5") and Amendment No. 6 to Schedule 13D as filed on December 5, 2025 (the "Amendment No. 6" and as amended and supplemented by this Amendment No. 7, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value US$0.000002 per share (the "Class A Ordinary Shares") of Luckin Coffee Inc., a Cayman Islands exempted company (the "Issuer") whose principal executive offices is located at 28th Floor, Building T3, Haixi Jingu Plaza, 1-3 Taibei Road, Siming District, Xiamen City, Fujian, People's Republic of China, 361008.
In addition to the Class A Ordinary Shares, this Schedule 13D discloses interests with respect to the Class B ordinary shares, par value US$0.000002 per share, of the Issuer (the "Class B Ordinary Shares") and the senior convertible preferred shares, par value US$0.000002 per share, of the Issuer (the "Preferred Shares").
The rights of the holders of the Class A Ordinary Shares and Class B Ordinary Shares are substantially identical, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Each Preferred Share is entitled to a number of votes equal to the number of Class A Ordinary Shares into which such Preferred Share is convertible. Each Preferred Share shall be convertible, at any time at the option of the holder thereof and at such holder's sole discretion, into that number of Class A Ordinary Shares (or an equivalent number of ADSs) determined by dividing (i) the sum of the original issue price plus any declared but unpaid dividends on such Preferred Share, by (ii) the conversion price in effect at time of the conversion, which shall initially be the original issue price of US$0.8125 per Preferred Share and is subject to adjustment from time to time. In addition, certain reserved matters are subject to prior written consent of the holders of a majority of the outstanding Preferred Shares and holders of Preferred Shares are entitled to certain downside protection from regulatory events.
The Issuer's American depositary shares (the "ADSs"), each representing eight Class A Ordinary Shares, were previously listed on NASDAQ and traded under the symbol "LK" prior to their delisting on July 1, 2020, and are currently trading on the OTC Pink Sheets under the symbol (OTCPK: LKNCY). |
| (a) | The responses of each Reporting Person to Rows (11) and (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5(a).
After giving effect to the Lucky Cup Internal Transfer (as defined in Item 5(c) hereof), the Reporting Persons continue to beneficially own 596,346,800 Class A Ordinary Shares, representing 23.28% of the outstanding Class A Ordinary Shares of the Issuer. This calculation is based on 2,129,852,172 Class A Ordinary Shares issued and outstanding as of February 28, 2025 as disclosed on the Issuer's annual report on Form 20-F filed with the SEC on March 31, 2025, plus an additional 431,556,619 Class A Ordinary Shares issuable upon conversion of 136,172,004 Class B Ordinary Shares and 295,384,615 Preferred Shares beneficially owned by the Reporting Persons.
The reported securities are directly held as follows: (a) Centurium Investment Limited ("Centurium Investment"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 136,172,000 Class B Ordinary Shares, convertible into 136,172,000 Class A Ordinary Shares; (b) Fortunate Cup Holdings Limited ("Fortunate Cup"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 4 Class B Ordinary Shares, convertible into 4 Class A Ordinary Shares; (c) Centurium Capital Partners 2018, L.P. ("Centurium Fund I"), a limited partnership incorporated under the laws of the Cayman Islands, holds 158,158,519 Preferred Shares, convertible into 158,158,519 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (d) CCM Lucky, L.P. ("CCM Lucky"), a limited partnership incorporated under the laws of the Cayman Islands, holds 125,486,906 Preferred Shares, convertible into 125,486,906 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (e) CCM CB II, L.P. ("CCM CB II"), a limited partnership incorporated under the laws of the Cayman Islands, holds 11,739,190 Preferred Shares, convertible into 11,739,190 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (f) Camel ZQ Limited ("Camel ZQ"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 56,573,990 Class A Ordinary Shares (including 21,017,992 Class A Ordinary Shares in the form of 2,627,249 ADSs); (g) Centurium Capital II Ltd. ("Centurium Capital II"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 25,384,789 Class A Ordinary Shares; (h) Camel Zhengkai Limited ("Camel Zhengkai"), a company incorporated under the laws of the British Virgin Islands, holds 4,354,773 Class A Ordinary Shares (including 4,354,768 Class A Ordinary Shares in the form of 544,346 ADSs); (i) CCM Prosper L.P. ("CCM Prosper"), a limited partnership incorporated under the laws of the Cayman Islands, holds 32,313,906 Class A Ordinary Shares; (j) Masterclass Holdings Limited ("Masterclass"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 32,313,906 Class A Ordinary Shares; and (k) Tianyu Ruikong Limited ("Tianyu"), a company incorporated under the laws of the British Virgin Islands, holds 13,848,817 Class A Ordinary Shares.
Centurium Fund I is the sole shareholder of Fortunate Cup. Mr. Li has sole voting and investment discretion with respect to Tianyu. Centurium Capital Partners II, L.P., a limited partnership incorporated under the laws of the Cayman Islands ("USD Fund II", and together with Centurium Fund I, CCM Lucky, CCM CB II and CCM Prosper, the "Funds"), is the sole shareholder of Masterclass. Centurium is the sole shareholder of Centurium Capital II and Centurium Investment.
Centurium holds interests in the general partners of certain private equity funds, including the Funds, that hold interests in Fortunate Cup and Masterclass. Mr. Li is the sole shareholder and director of Centurium Holdings (BVI) Ltd., which is the sole shareholder of Centurium. All voting power in Camel ZQ and Camel Zhengkai is held by an entity ultimately controlled by Mr. Li. |
| (b) | The responses of each Reporting Person to Rows (7) through (10) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5(b).
Each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the (i) 136,172,000 Class B Ordinary Shares held by Centurium Investment, (ii) 4 Class B Ordinary Shares held by Fortunate Cup, (iii) 158,158,519 Preferred Shares held by Centurium Fund I, (iv) 125,486,906 Preferred Shares held by CCM Lucky, (v) 11,739,190 Preferred Shares held by CCM CB II, (vi) 56,573,990 Class A Ordinary Shares held by Camel ZQ (including 21,017,992 Class A Ordinary Shares in the form of 2,627,249 ADSs), (vii) 25,384,789 Class A Ordinary Shares held by Centurium Capital II, (viii) 4,354,773 Class A Ordinary Shares held by Camel Zhengkai (including 4,354,768 Class A Ordinary Shares in the form of 544,346 ADSs), (ix) 32,313,906 Class A Ordinary Shares held by CCM Prosper, (x) 32,313,906 Class A Ordinary Shares held by Masterclass, and (xi) 13,848,817 Class A Ordinary Shares held by Tianyu. |
| (c) | Except as disclosed as follows, none of the Reporting Persons has effected any transaction in the Class A Ordinary Shares, the Class B Ordinary Shares or the Preferred Shares during the past 60 days.
On February 5, 2026, all of the 136,172,000 Class B Ordinary Shares held by Lucky Cup Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, were transferred to Centurium Investment, another entity controlled by Centurium and, accordingly, did not result in any change in reportable beneficial ownership by either of the Reporting Persons (the "Lucky Cup Internal Transfer"). Financing for the Lucky Cup Internal Transfer was obtained via a loan from China Citic Bank Corporation Limited Shanghai Branch, pursuant to which (a) Centurium's interests in Centurium Investment and Centurium Capital II, as well as Tianyu's direct shareholder's interests in Tianyu, (b) 39,233,606 Class A Ordinary Shares held by Centurium Capital II and Tianyu, and (c) 136,172,000 Class B Ordinary Shares held by Centurium Investment were pledged as security. |
