SCHEDULE 13D/A: Centurium Holdings Reduces Stake in Luckin Coffee to 31.36% Following Share Sale

Centurium Holdings Ltd. and Hui Li have decreased their beneficial ownership in Luckin Coffee Inc. to 31.36% after Fortunate Cup Holdings Limited sold 8.6 million Class A Ordinary Shares.

Summary

• Centurium Holdings Ltd. and Hui Li, as reporting persons, have filed Amendment No. 4 to their Schedule 13D regarding their beneficial ownership in Luckin Coffee Inc.
• On March 3, 2025, Fortunate Cup Holdings Limited, an entity associated with the reporting persons, sold 8,606,496 Class A Ordinary Shares, represented by 1,075,812 American Depositary Shares (ADSs), at a price of US$3.46 per share (US$27.67 per ADS) under Rule 144.
• Following this sale, the beneficial ownership of each reporting person decreased to 794,357,311 Class A Ordinary Shares, which represents 31.36% of the outstanding Class A Ordinary Shares of Luckin Coffee Inc.
• This percentage is calculated based on 2,101,799,932 Class A Ordinary Shares issued and outstanding as of March 31, 2024, plus an additional 431,556,619 Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares and Preferred Shares beneficially owned by the reporting persons.
• The reported securities include 362,800,692 Class A Ordinary Shares directly held 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.
• Luckin Coffee's ADSs, each representing eight Class A Ordinary Shares, are currently trading on the OTC Pink Sheets under the symbol OTCPK: LKNCY, having been delisted from NASDAQ on July 1, 2020.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a major shareholder has reduced their stake, which can sometimes be interpreted as a decrease in confidence. However, it's a Rule 144 sale, indicating a controlled, legal divestment rather than an urgent liquidation.

Negatives

• A significant shareholder reducing their stake could be perceived as a negative signal regarding their long-term confidence in the company or a need for liquidity.

Risks

• The company's ADSs are traded on the OTC Pink Sheets, which typically implies lower liquidity and less stringent reporting requirements compared to major exchanges like NASDAQ, where they were previously listed.
• The existence of Preferred Shares with 'downside protection from regulatory events' suggests a history of regulatory challenges, which could pose ongoing risks.

Future Outlook

No forward-looking statements or guidance are provided in this Schedule 13D amendment.

Industry Context

This filing is a disclosure of a change in beneficial ownership by a major shareholder and does not provide broader industry trends or competitive analysis. It reflects an internal portfolio adjustment by the reporting entity.

Related Party Transactions

• The sale of shares was conducted by Fortunate Cup Holdings Limited, which is an entity whose sole shareholder is Centurium Capital Partners 2018, L.P., a fund related to the reporting person Centurium Holdings Ltd. This constitutes a transaction within the group of entities controlled by or associated with the reporting persons.

Stakeholder Impact

• Shareholders: The reduction in stake by a significant investor like Centurium Holdings could influence investor sentiment and potentially the stock price, as it might be perceived as a signal about the company's future prospects or the investor's portfolio strategy.

Key Dates

Keywords

Luckin Coffee, Schedule 13D, Beneficial Ownership, Share Sale, Centurium Holdings, Hui Li, Class A Ordinary Shares, ADSs, Rule 144, OTC Pink Sheets, Investor Stake, Equity Disclosure