Joy Capital entities filed an amendment to a Schedule 13G/A reporting beneficial ownership of Class A ordinary shares of Luckin Coffee Inc. The filing discloses Joy Capital II, L.P. beneficially owns 39,490,000 Class A ordinary shares (4,936,250 ADSs), representing 1.83% of Class A shares based on 2,154,137,392 shares outstanding as of March 18, 2026.
The amendment shows related entities — Joy Capital II GP, L.P., Joy Capital GP, Ltd., Joy Luck Management Limited, Honour Ample Limited, and Joy Soda Limited — with specified sole voting and dispositive power figures and ownership percentages, and states Mr. Erhai Liu controls or is connected to the reporting group while disclaiming personal beneficial ownership except to the extent of any pecuniary interest.
Positive
None.
Negative
None.
Insights
Ownership structure clarified for a key investor group; voting and dispositive powers are specified.
The amendment details that Joy Capital II, L.P. holds 39,490,000 Class A ordinary shares (4,936,250 ADSs) and assigns sole voting and dispositive power to specified related entities. The filing cites the outstanding share base of 2,154,137,392 as of March 18, 2026.
This disclosure clarifies control lines and potential aggregation of influence through general partner entities. Subsequent filings or amendments would be the place to watch for changes in holdings or shifts in voting arrangements.
Reported share counts are small relative to total Class A outstanding; percentages are disclosed explicitly.
The reporting persons' percentages range from 0.01% to 1.83% using the issuer's stated outstanding share base. The filing lists exact sole voting and dispositive powers for each entity, permitting precise ownership attribution.
These are passive ownership disclosures under Schedule 13G/A; the cash‑flow treatment or any planned transfers are not stated. Future amendments would show any material changes to these positions.
Key Figures
Joy Capital II shares:39,490,000 sharesOwnership percentage (Joy II):1.83%Joy Luck shares:32,341,000 shares+3 more
6 metrics
Joy Capital II shares39,490,000 shares4,936,250 ADSs held by Joy Capital II
Ownership percentage (Joy II)1.83%Based on 2,154,137,392 Class A shares as of March 18, 2026
Joy Luck shares32,341,000 sharesReported as 4,042,625 ADSs
Honour Ample shares35,404,500 sharesReported as 4,425,562 ADSs plus 4 Class A ordinary shares
Joy Soda convertible shares4 sharesRepresented by 4 senior preferred shares convertible within 60 days of March 18, 2026
Shares outstanding used2,154,137,392 sharesIssuer's Class A outstanding as of March 18, 2026 per Form 20-F
Key Terms
ADS, beneficially owned, sole dispositive power
3 terms
ADSfinancial
"ADSs are American Depositary Shares, each representing eight Class A ordinary shares"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.
beneficially ownedregulatory
"Amount beneficially owned: See Row 9 of cover page for each Reporting Person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole Dispositive Power 39,490,000.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
What stake does Joy Capital II hold in Luckin Coffee (LKNCY)?
Joy Capital II holds 39,490,000 Class A ordinary shares, represented by 4,936,250 ADSs, equal to 1.83% of Class A shares based on 2,154,137,392 outstanding as of March 18, 2026. The filing lists sole voting and dispositive power.
Which related entities are included with Joy Capital in the Schedule 13G/A?
The filing lists Joy Capital II GP, L.P.; Joy Capital GP, Ltd.; Joy Luck Management Limited; Honour Ample Limited; and Joy Soda Limited. It states control relationships and specifies voting/dispositive powers and reported share counts for each named entity.
How was the ownership percentage calculated in the amendment?
Percentages use 2,154,137,392 Class A ordinary shares as the denominator, per the issuer's Form 20-F cited for March 18, 2026. Each reporting person's percent is shown beside their stated beneficially owned shares.
Does Mr. Erhai Liu personally claim beneficial ownership of these shares?
Mr. Erhai Liu is identified as controller of certain reporting entities but disclaims beneficial ownership of shares held by Joy II, Joy Luck, Honour, and Soda, except to the extent of any pecuniary interest, as stated in the filing.
Are any shares convertible or exercisable within 60 days noted?
The filing notes a right to acquire an additional 4 Class A ordinary shares through conversion of 4 senior preferred shares held by Joy Soda Limited, counted within the ownership percentages calculated as of March 18, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Luckin Coffee Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
54951L109
(CUSIP Number)
03/31/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Joy Capital II, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
39,490,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
39,490,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00
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)
1.83 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: ADSs are American Depositary Shares, each representing eight Class A ordinary shares, par value $0.000002 per share. Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy Capital II, L.P. ("Joy II"), except that Joy Capital II GP, L.P. ("Partner II"), the general partner of Joy II, and Joy Capital GP, Ltd., the general partner of Partner II, may be deemed to have sole power to vote these shares.
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Joy Capital II GP, L.P. ("Partner II")
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
39,490,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
39,490,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00
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)
1.83 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy Capital GP, Ltd. may be deemed to have sole power to vote these shares.
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Joy Capital GP, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
39,490,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
39,490,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00
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)
1.83 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy Capital GP, Ltd. may be deemed to have sole power to vote these shares.
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Joy Luck Management Limited ("Joy Luck")
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
32,341,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,341,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,341,000.00
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)
1.50 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 32,341,000 Class A ordinary shares (in form of 4,042,625 ADSs).
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Honour Ample Limited ("Honour")
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
35,404,500.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,404,500.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,404,500.00
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)
1.64 %
12
Type of Reporting Person (See Instructions)
CO, PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 35,404,500 Class A ordinary shares (in form of 4,425,562 ADSs and 4 Class A ordinary shares).
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A Ordinary Shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
CUSIP Number(s):
54951L109
1
Names of Reporting Persons
Joy Soda Limited ("Soda")
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4.00
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)
0.01 %
12
Type of Reporting Person (See Instructions)
CO, PN
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 4 Class A ordinary shares (in form of 4 senior preferred shares).
For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A Ordinary Shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Luckin Coffee Inc.
(b)
Address of issuer's principal executive offices:
28th Floor, Building T3, Haixi Jingu Plaza, 1-3 Taibei Road.Siming District, Xiamen City, Fujian, People's Republic of China, 361008
Item 2.
(a)
Name of person filing:
This Schedule 13G Amendment is filed by Joy Capital II, L.P. ("Joy II"), Joy Capital II GP, L.P. ("Partner II"), Joy Capital GP, Ltd., Joy Luck Management Limited ("Joy Luck"), Honour Ample Limited ("Honour"), and Joy Soda Limited "Soda"). The foregoing entities are collectively referred to as the "Reporting Persons."
Joy Capital GP, Ltd. is the general partner of Partner II, which is the general partner of Joy II. Joy Capital GP, Ltd. and Partner II may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Joy II. Joy Capital GP, Ltd., Joy Luck, Honour and Soda are ultimately controlled by Mr. Erhai Liu ("Mr. Liu"). Mr. Liu disclaims beneficial ownership of shares held by Joy II, Joy Luck, Honour, and Soda, except to the extent of Mr. Liu's pecuniary interest therein, if any.
(b)
Address or principal business office or, if none, residence:
The address for each of Joy II, Partner II and Joy Capital GP, Ltd. is:
c/o Harneys Services (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street, P. O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
The address for Joy Luck is:
Suite 2409, Everbright Centre
108 Gloucester Road
Wanchai, Hong Kong
The address for Honour is:
Craigmuir Chambers
Road Town
Tortola VG1110
British Virgin Islands
The address for Soda is:
Room 2609
China Resources Building
26 Harbour Road
Wanchai, Hong Kong
(c)
Citizenship:
See Row 4 of cover page for each Reporting Person.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.000002 per share
(e)
CUSIP No.:
54951L109
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:
See Row 9 of cover page for each Reporting Person.
(b)
Percent of class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
Joy Capital II, L.P.
Signature:
/s/ Erhai Liu
Name/Title:
Joy Capital II GP, L.P., as its General Partner, Erhai Liu/Director; Joy Capital GP, Ltd., as its General Partner, Erhai Liu/Director
Date:
05/11/2026
Joy Capital II GP, L.P. ("Partner II")
Signature:
/s/ Erhai Liu
Name/Title:
Joy Capital GP, Ltd., as its General Partner, Erhai Liu/Director
Date:
05/11/2026
Joy Capital GP, Ltd.
Signature:
/s/ Erhai Liu
Name/Title:
Erhai Liu, Director
Date:
05/11/2026
Joy Luck Management Limited ("Joy Luck")
Signature:
/s/ Erhai Liu
Name/Title:
Erhai Liu, Director
Date:
05/11/2026
Honour Ample Limited ("Honour")
Signature:
/s/ Erhai Liu
Name/Title:
Erhai Liu, Director
Date:
05/11/2026
Joy Soda Limited ("Soda")
Signature:
/s/ Erhai Liu
Name/Title:
Erhai Liu, Director
Date:
05/11/2026
Comments accompanying signature: Exhibit No. 99.1: Joint Filing Agreement dated February 14, 2023 by and between the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2023).
