SCHEDULE 13D/A: Centurium Holdings and Hui Li Update Luckin Coffee Stake Following Internal Distributions
Beneficial Ownership Update
Centurium Holdings Ltd. and Hui Li have updated their beneficial ownership in Luckin Coffee Inc. to 24.45% of Class A Ordinary Shares following a series of internal pro-rata distributions.
Summary
- Centurium Holdings Ltd. and Hui Li, as reporting persons, now beneficially own an aggregate of 626,196,418 Class A Ordinary Shares of Luckin Coffee Inc.
- This ownership represents 24.45% of the outstanding Class A Ordinary Shares, calculated based on 2,129,852,172 Class A Ordinary Shares issued and outstanding as of February 28, 2025, plus an additional 431,556,619 Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares and Preferred Shares held by the Reporting Persons.
- The reported securities are composed of 194,639,799 directly held Class A Ordinary Shares and 431,556,619 Class A Ordinary Shares issuable upon conversion of 136,172,004 Class B Ordinary Shares and 295,384,615 Preferred Shares.
- The decrease in beneficial ownership percentage for the Reporting Persons is primarily due to pro-rata distributions made on June 4, 2025, by Cameleer L.P. (125,405,404 Class A Ordinary Shares) and Cameleer II L.P. (42,755,489 Class A Ordinary Shares) to their limited partners.
- Earlier internal distributions, including the Cannonball Distribution on March 14, 2025, and a Cameleer II L.P. distribution of 51,038,082 Class A Ordinary Shares on May 12, 2025, had no impact on the Reporting Persons' overall beneficial ownership.
Sentiment
Score: 5
Explanation: The document is a factual report of changes in beneficial ownership due to internal distributions, which is a neutral event for the company's operational performance or financial health.
Future Outlook
NA
Industry Context
This filing is a routine update on beneficial ownership and does not provide information related to broader industry trends or competitive landscape for Luckin Coffee Inc.
Related Party Transactions
- The document details internal distributions of shares among entities controlled by or affiliated with the reporting persons (Centurium Holdings Ltd. and Hui Li), specifically the Cannonball Distribution, Cameleer II L.P. distributions, and Cameleer L.P. distribution.
Stakeholder Impact
- Shareholders: The pro-rata distributions by Cameleer L.P. and Cameleer II L.P. resulted in a decrease in the beneficial ownership percentage of the reporting persons, which could imply a broader distribution of shares among their limited partners. This does not directly impact the total outstanding shares of Luckin Coffee Inc. but changes the concentration of ownership by these specific reporting entities.
Key Dates
| Date | Description |
|---|---|
| 2020-07-01 | Luckin Coffee Inc.'s American depositary shares (ADSs) were delisted from NASDAQ. |
| 2021-12-09 | Original Schedule 13D filing date. |
| 2022-01-27 | Amendment No. 1 to Schedule 13D filed. |
| 2022-03-11 | Amendment No. 2 to Schedule 13D filed. |
| 2024-07-18 | Amendment No. 3 to Schedule 13D filed. |
| 2025-02-28 | Date as of which 2,129,852,172 Class A Ordinary Shares were issued and outstanding, as disclosed in the Issuer's annual report on Form 20-F. |
| 2025-03-05 | Amendment No. 4 to Schedule 13D filed. |
| 2025-03-14 | Cannonball Limited effected an internal distribution of all Preferred Shares to its shareholders (Cannonball Distribution). |
| 2025-03-31 | Issuer's annual report on Form 20-F filed with the SEC. |
| 2025-05-12 | Cameleer II L.P. effected an internal distribution of 51,038,082 Class A Ordinary Shares to certain limited partners. |
| 2025-06-04 | Date of event requiring filing of this statement; Cameleer L.P. made a pro-rata distribution of 125,405,404 Class A Ordinary Shares; Cameleer II L.P. made a pro-rata distribution of 42,755,489 Class A Ordinary Shares. |
Keywords
Luckin Coffee, Centurium Holdings, Hui Li, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, Preferred Shares, SEC Filing, Share Distribution, LKNCY, OTC Pink Sheets
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