SCHEDULE: Luckin Coffee Investors Adjust Holdings and Board Influence

An amendment to a Schedule 13D filing reveals significant changes in beneficial ownership and board nomination rights for Luckin Coffee Inc. by Centurium Holdings and Mubadala Investment Company.

Summary

• This filing is an amendment (Amendment No. 8) to a Schedule 13D, detailing changes in beneficial ownership of Luckin Coffee Inc. Class A Ordinary Shares.
• Centurium Holdings Ltd. and Mubadala Investment Company PJSC (along with its subsidiary MIC Industrial Investments 4 RSC Ltd) are the primary reporting persons.
• The reporting persons collectively beneficially own 570,974,031 Class A Ordinary Shares, representing 22.1% of the outstanding shares, including shares issuable upon conversion of Class B Ordinary Shares and Preferred Shares.
• A transaction, the 'Success Cup Transactions,' involves the acquisition of 82,936,749 Preferred Shares by Success Cup Limited from CCM Lucky, L.P. and 158,158,519 Preferred Shares from Centurium Capital Partners 2018, L.P.
• An Investment Agreement was entered into on September 5, 2026, granting MIC Industrial Investments 4 RSC Ltd the right to nominate one individual to Luckin Coffee's board of directors, provided certain ownership thresholds and conditions are met.
• Centurium Holdings reaffirms its commitment to Luckin Coffee, extending its investment horizon.
• Recent transactions include the sale of Class A Ordinary Shares by Camel ZQ in early September 2026 and a share forfeiture by Camel Zhengkai and Fortunate Cup on July 9, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, indicating a strategic shift and increased influence for certain investors, but without immediate financial performance indicators.

Positives

• MIC Industrial Investments 4 RSC Ltd gains board nomination rights, indicating increased strategic influence.
• Centurium Holdings reaffirms its commitment and extends its investment horizon in Luckin Coffee.
• The reporting persons collectively hold a significant stake (22.1%) in the company, suggesting continued investor confidence.
• The structure of the transactions and agreements appears designed for long-term investment purposes.

Negatives

• The filing details share sales by Camel ZQ in early September 2026, which could indicate a reduction in holdings by some related parties.
• The share forfeiture by Camel Zhengkai and Fortunate Cup on July 9, 2026, signifies a complete exit from the company for these entities.
• The beneficial ownership calculation includes convertible securities, meaning the actual number of Class A Ordinary Shares held directly may be lower.

Risks

• The board nomination rights are conditional on MIC II 4 maintaining at least 5% ownership of the Issuer (on an as-converted basis) and not being a Defaulting Partner.
• The undertaking for Centurium Investment to maintain ownership of Class B Shares is subject to exceptions, including involuntary transfers due to enforcement of security interests.
• The calculation of percentage ownership is based on outstanding shares as of February 28, 2026, and may not reflect current outstanding share counts.
• Potential for future share sales by reporting persons or their affiliates, as evidenced by recent transactions.

Future Outlook

The filing indicates a long-term investment strategy by the reporting persons, with Centurium Holdings extending its investment horizon. The acquisition of board nomination rights by MIC II 4 suggests a continued active role in the company's governance.

Management Comments

• The Centurium Reporting Persons' beneficial ownership will not be changed by consummation of the Success Cup Transactions.
• The Success Cup Transactions described herein also allow Centurium Holdings to reaffirm its commitment to, and extend its investment horizon in, the Issuer.
• Each of the Reporting Persons acquired the Preferred Shares for long-term investment purposes and the attendant rights with respect to the Issuer.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy in the private equity and investment firm landscape, where significant stakes are taken, and board representation is secured to influence corporate strategy and governance, particularly in growth-oriented sectors like coffee retail.

Comparison to Industry Standards

• In the context of the global coffee retail industry, significant stakes and board seats are typically held by major institutional investors or strategic partners.
• Companies like Starbucks or Nestle often see such influence from large investment funds during periods of strategic restructuring or growth phases.
• The 22.1% stake and board seat secured by the reporting persons align with typical benchmarks for significant minority shareholder influence in publicly traded companies within the consumer discretionary sector.

Management Changes

Corporate Governance

Related Party Transactions

• The Success Cup Transactions involve the acquisition of Preferred Shares by Success Cup Limited from CCM Lucky, L.P. and Centurium Capital Partners 2018, L.P.
• The Investment Agreement is between Centurium Holdings, CCM Success Limited (General Partner), and MIC Industrial Investments 4 RSC Ltd.

Stakeholder Impact

• Shareholders: Potential for increased board oversight and strategic direction due to new board nomination rights.
• Creditors: The bank loan for the Success Cup Transactions may impact the company's leverage, with pledged shares as security.
• Management: May need to engage with a new board nominee representing significant investor interests.

Next Steps

• Consummation of the Success Cup Transactions.
• Potential appointment of MIC Industrial Investments 4 RSC Ltd's nominee to the Luckin Coffee board of directors.
• Continued monitoring of share ownership and potential future transactions by the reporting persons.

Key Dates

Recommendation

The filing indicates a significant shift in investor influence and board representation, which is a positive development for long-term strategic alignment. However, it does not provide new financial performance data or immediate catalysts for a strong buy. The recent share sales by related parties also warrant caution. Therefore, a 'hold' recommendation is appropriate pending further operational or financial updates.

Keywords

Luckin Coffee, Schedule 13D, Beneficial Ownership, Centurium Holdings, Mubadala Investment Company, Board Nomination, Preferred Shares, Class B Ordinary Shares