Centurium Capital Amends Luckin Coffee Stake Filing

TL;DR

Centurium Capital just updated their Luckin Coffee filing - big shareholder action likely.

AI Summary

Centurium Capital Partners 2018, L.P. filed an amendment (No. 3) to its Schedule 13D on July 18, 2024, regarding Luckin Coffee Inc. The filing indicates a change in the beneficial ownership of the company's securities, though specific details on the percentage change or dollar amounts are not provided in this excerpt.

Why It Matters

This amendment signals a potential shift in major shareholder influence or strategy for Luckin Coffee, which could impact its stock performance and corporate direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in beneficial ownership, which can lead to increased stock volatility.

Key Players & Entities

• Centurium Capital Partners 2018, L.P. (company) — Filing entity
• Luckin Coffee Inc. (company) — Subject company
• CENTURIUM HOLDINGS LTD. (company) — Group member
• HUI LI (person) — Subject of filing

FAQ

Key Financial Figures

• $0.000002 — Class A Ordinary Shares, par value US$0.000002 per share (Title of class of securiti
• $0.8125 — tially be the original issue price of US$0.8125 per Preferred Share and is subject to a
• $2.16625 — Class A Ordinary Shares at a price of US$2.16625 per share and for a total consideration
• $69,999,998.87 — hare and for a total consideration of US$69,999,998.87 (15% of which is subject to certain hol
• $29,999,999.83 — hare and for a total consideration of US$29,999,999.83 (the transactions contemplated by the T

Filing Documents

• tm2419454d1_sc13da.htm (SC 13D/A) — 68KB
• tm2419454d1_ex99-1.htm (EX-99.1) — 6KB
• tm2419454d1_ex99-2.htm (EX-99.2) — 154KB
• tm2419454d1_ex99-3.htm (EX-99.3) — 154KB
• tm2419454d1_ex99-4.htm (EX-99.4) — 106KB
• 0001104659-24-080821.txt ( ) — 490KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No.3 amends and supplements the prior statement on Schedule 13D as filed on December 9, 2021 (the “ Original 13D ”), Amendment No. 1 to Schedule 13D as filed on January 27, 2022 (the “ Amendment No. 1 ”) and Amendment No. 2 to Schedule 13D as filed on March 11, 2022 (the “ Amendment No. 2 ” and as amended and supplemented by this Amendment No. 3, this “ Schedule 13D ”), and relates to the beneficial ownership of the Class A Ordinary Shares of the Issuer whose principal executive offices is located at 28th Floor, Building T3, Haixi Jingu Plaza, 1-3 Taibei Road, Siming District, Xiamen City, Fujian, People’s Republic of China, 361008. In addition to the Class A Ordinary Shares, this Schedule 13D discloses interests with respect to the Class B ordinary shares, par value US$0.000002 per share, of the Issuer (the “ Class B Ordinary Shares ”) and the senior convertible preferred shares, par value US$0.000002 per share, of the Issuer (the “ Preferred Shares ”). The rights of the holders of the Class A Ordinary Shares and Class B Ordinary Shares are substantially identical, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Each Preferred Share is entitled to a number of votes equal to the number of Class A Ordinary Shares into which such Preferred Share is convertible. Each Preferred Share shall be convertible, at any time at the option of the holder thereof and at such holder’s sole discretion, into that number of Class A Ordinary Shares (or an equivalent number of ADSs) determined by dividing (i) the sum of the original issue price plus any declared but unpaid dividends on such Preferred Share, by (ii) the conversion price in effect at time of the

Identity and Background

Item 2. Identity and Background.

of the Amendment No. 2

Item 2 of the Amendment No. 2 is amended and restated in its entirety, as follows: This Schedule is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”): 1. Centurium Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands which holds interests in the general partners of CCM Prosper and certain private equity funds that hold interests in Lucky Cup, Fortunate Cup, Cannonball (each as defined below) and Masterclass (“ Centurium ”); and 2. Mr. Hui Li, a Hong Kong citizen and sole shareholder and director of Centurium Holdings (BVI) Ltd., an exempted company incorporated under the laws of the British Virgin Islands and the sole shareholder of Centurium (“ Mr. Li ”, and together with Centurium, the “ Reporting Persons ”). The address of the principal business and principal office of Centurium is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of the principal business and principal office of Mr. Li is Suite 1313, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong. The principal business of Centurium is holding interests in the general partners to certain private equity funds, including the Funds (as defined below). The principal business of Mr. Li is controlling and managing Centurium. Mr. Li is the sole director of Centurium. None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

Source and Amount of Funds

Item 3. Source and Amount of Funds. The information set forth in or incorporated by reference in this Schedule 13D is incorporated by reference into this Item 3. The source of funds for the purchase of 78,476,629 Class A Ordinary Shares by CCM Prosper, Tianyu and Masterclass from Camel ZQ were from capital contributions from their respective investors.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended to add the

Item 4 is hereby amended to add the following: On July 18, 2024, pursuant to a securities purchase agreement between Camel ZQ and CCM Prosper dated July 17, 2024 (the “ CCM Prosper SPA ”), Camel ZQ sold to CCM Prosper 32,313,906 Class A Ordinary Shares at a price of US$2.16625 per share and for a total consideration of US$69,999,998.87 (15% of which is subject to certain holdback arrangement pursuant to the CCM Prosper SPA) (the transactions contemplated by the CCM Prosper SPA, the “ CCM Prosper Transaction ”). On July 18, 2024, pursuant to a securities purchase agreement between Camel ZQ and Masterclass dated July 17, 2024 (the “ Masterclass SPA ”), Camel ZQ sold to Masterclass 32,313,906 Class A Ordinary Shares at a price of US$2.16625 per share and for a total consideration of US$69,999,998.87 (15% of which is subject to certain holdback arrangement pursuant to the Masterclass SPA) (the transactions contemplated by the Masterclass SPA, the “ Masterclass Transaction ”). On July 18, 2024, pursuant to a securities purchase agreement between Camel ZQ and Tianyu dated June 17, 2024 (the “ Tianyu SPA ”), Camel ZQ sold to Tianyu 13,848,817 Class A Ordinary Shares at a price of US$2.16625 per share and for a total consideration of US$29,999,999.83 (the transactions contemplated by the Tianyu SPA, the “ Tianyu Transaction ,” together with the CCM Prosper Transaction and the Masterclass Transaction, collectively, the “ Transactions ”). The Reporting Person’s beneficial Ordinary Shares, representing 32.4% of the outstanding shares of the Issuer (as converted on a one-to-one basis into a single class). This calculation is based on 2,101,799,932 Class A Ordinary Shares issued and outstanding as of March 31, 2024 as disclosed on the Issuer’s annual

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

is hereby amended and restated

Item 5 is hereby amended and restated in its entirety, as follows: (a) - (b) The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D and

above are hereby incorporated by reference in this Item 5

Item 2 above are hereby incorporated by reference in this Item 5. The reported securities are directly held as follows: (a) Lucky Cup Holdings Limited (“ Lucky Cup ”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 136,172,000 Class B Ordinary Shares, convertible into 136,172,000 Class A Ordinary Shares; (b) Fortunate Cup Holdings Limited (“ Fortunate Cup ”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 8,606,500 Class B Ordinary Shares, convertible into 8,606,500 Class A Ordinary Shares; (c) Cannonball Limited (“ Cannonball ”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 295,384,615 Preferred Shares, convertible into 295,384,615 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (d) Camel ZQ holds 77,199,046 Class A Ordinary Shares (including 20,625,056 Class A Ordinary Shares in the form of 2,578,132 ADSs); (e) Cameleer L.P. (“ Cameleer ”), a limited partnership incorporated under the laws of the Cayman Islands, holds 125,405,404 Class A Ordinary Shares; (f) Cameleer II L.P. (“ Cameleer II ”), a limited partnership incorporated under the laws of the Cayman Islands, holds 102,344,669 Class A Ordinary Shares; (g) CCM Prosper holds 32,313,906 Class A Ordinary Shares; (h) Masterclass holds 32,313,906 Class A Ordinary Shares; and (i) Tianyu holds 13,848,817 Class A Ordinary Shares. Centurium Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“ Centurium Fund I ”), is the sole shareholder of Lucky Cup and Fortunate Cup. Mr. Li has sole voting and investment discretion with respect to Tianyu. Centurium Capital Partners II, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“ USD Fund II ”), is the sole shareholder of Masterclas

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement, dated July 18, 2024, between Centurium Holdings Ltd. and Hui Li 99.2 Securities Purchase Agreement, dated July 17, 2024, between Camel ZQ Limited and CCM Prosper L.P.* 99.3 Securities Purchase Agreement, dated July 17, 2024, between Camel ZQ Limited and Masterclass Holdings Limited. * 99.4 Securities Purchase Agreement, dated June 17, 2024, between Camel ZQ Limited and Tianyu Ruikong Limited* * Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601. The Reporting Persons agree to furnish a copy of all omitted exhibits and schedules to the SEC upon request. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 18, 2024 CENTURIUM HOLDINGS LTD. By: /s/ Hui Li Name: HUI LI Title Director HUI LI By: /s/ Hui Li Name: HUI LI

View Full Filing

View this SC 13D/A filing on SEC EDGAR