SCHEDULE: Centurium Holdings Maintains 23.28% Stake in Luckin Coffee

Centurium Holdings and Hui Li reaffirm their 23.28% beneficial ownership in Luckin Coffee Inc. following an internal share transfer and a significant share pledge.

Summary

• Centurium Holdings Ltd. and Hui Li continue to beneficially own 596,346,800 Class A Ordinary Shares of Luckin Coffee Inc., representing 23.28% of the outstanding Class A Ordinary Shares.
• This ownership includes 164,790,181 Class A Ordinary Shares and 431,556,619 Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares and Preferred Shares.
• On February 5, 2026, an internal transfer occurred where 136,172,000 Class B Ordinary Shares moved from Lucky Cup Holdings Limited to Centurium Investment, both controlled by Centurium, without altering the overall beneficial ownership percentage of the reporting persons.
• The internal transfer was financed by a loan from China Citic Bank Corporation Limited Shanghai Branch, secured by a pledge of various interests and shares, including 39,233,606 Class A Ordinary Shares and 136,172,000 Class B Ordinary Shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral update. While the continued significant ownership by Centurium Holdings is a positive signal of commitment, the pledge of a substantial portion of these shares as collateral introduces a new layer of risk for the reporting entity, though it doesn't directly impact Luckin Coffee's operations.

Positives

• Reporting persons maintain a significant, stable ownership stake, indicating continued commitment to Luckin Coffee.

Negatives

• A substantial portion of the reporting persons' holdings (39,233,606 Class A Ordinary Shares and 136,172,000 Class B Ordinary Shares) has been pledged as security for a loan, which could lead to forced sales if loan covenants are breached.

Risks

• The pledge of 39,233,606 Class A Ordinary Shares and 136,172,000 Class B Ordinary Shares as collateral for a loan from China Citic Bank Corporation Limited Shanghai Branch introduces a risk of potential forced liquidation of these shares if the loan terms are not met.
• The conversion price of Preferred Shares is subject to adjustment, which could impact the number of Class A Ordinary Shares received upon conversion.
• Certain reserved matters require prior written consent from holders of a majority of outstanding Preferred Shares, potentially limiting the Issuer's flexibility.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Luckin Coffee Inc. or the reporting persons regarding the company's future performance or strategic direction, beyond the inherent convertibility of Class B and Preferred Shares.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard disclosures for significant ownership stakes. For Luckin Coffee, a company that has undergone significant restructuring and relisted on OTC markets, the continued substantial ownership by a major investor like Centurium Holdings indicates ongoing investor confidence, albeit with the added complexity of pledged shares. This contrasts with the typical institutional investor behavior in more stable, fully listed companies where such pledges might be less common for core holdings.

Comparison to Industry Standards

• This filing primarily details beneficial ownership and an internal transfer, rather than operational or financial results. Therefore, direct comparisons to industry-standard operational benchmarks or competitor performance (e.g., Starbucks, Tim Hortons China) are not applicable.
• The pledge of a significant portion of shares as collateral for a loan is a financing arrangement specific to the reporting entity, Centurium Holdings, and not a direct comparison to Luckin Coffee's operational or financial standing against its peers.

Stakeholder Impact

• Shareholders: The pledge of a significant block of shares by a major investor could introduce uncertainty regarding potential future market sales if the loan defaults, though the immediate impact is minimal as beneficial ownership remains unchanged.
• Creditors (China Citic Bank): The bank benefits from the pledged shares as collateral, reducing its risk exposure on the loan to Centurium.

Next Steps

• The reporting persons will continue to monitor their investment in Luckin Coffee Inc.
• Future amendments to Schedule 13D will be filed as required by SEC regulations if there are material changes in beneficial ownership or intent.

Key Dates

Recommendation

This Schedule 13D filing primarily updates beneficial ownership information following an internal transfer and a share pledge by a major investor, Centurium Holdings. It does not provide new operational or financial data for Luckin Coffee Inc. The beneficial ownership percentage remains stable, which is a neutral signal. However, the pledge of a significant portion of shares as collateral introduces a potential, albeit indirect, risk of future market sales if the loan terms are not met. Given the lack of new fundamental information about Luckin Coffee itself, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future developments related to both the company's performance and the reporting person's financial arrangements.

Keywords

Luckin Coffee, Centurium Holdings, Hui Li, Schedule 13D, beneficial ownership, Class A Ordinary Shares, Class B Ordinary Shares, Preferred Shares, share pledge, China Citic Bank, OTCPK: LKNCY