Filing Details
- Accession Number:
- 0001104659-22-008062
- Form Type:
- 13D Filing
- Publication Date:
- 2022-01-26 19:00:00
- Filed By:
- Centurium Capital Partners 2018, L.p.
- Company:
- Luckin Coffee Inc. (NASDAQ:LK)
- Filing Date:
- 2022-01-27
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Lucky Cup Holdings Limited | 0 | 136,172,000 | 0 | 136,172,000 | 136,172,000 | 5.87% |
| Fortunate Cup Holdings Limited | 0 | 8,606,500 | 0 | 8,606,500 | 8,606,500 | 0.37% |
| Cannonball Limited | 0 | 295,384,615 | 0 | 295,384,615 | 295,384,615 | 12.73% |
| Camel Humps Limited | 0 | 383,425,748 | 0 | 383,425,748 | 383,425,748 | 16.52% |
| Centurium Capital Partners | 0 | 302,937,019 | 0 | 302,937,019 | 302,937,019 | 13.05% |
| CCM Lucky | 0 | 125,486,906 | 0 | 125,486,906 | 125,486,906 | 5.04% |
| CCM CB II | 0 | 11,739,190 | 0 | 11,739,190 | 11,739,190 | 0.51% |
| Centurium Holdings Ltd | 0 | 823,588,863 | 0 | 823,588,863 | 823,588,863 | 35.49% |
| Hui Li | 0 | 823,588,863 | 0 | 823,588,863 | 823,588,863 | 35.49% |
SCHEDULE 13D
| CUSIP No.54951L109 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
Luckin Coffee Inc.
(Name of issuer)
Class A Ordinary Shares, par value US$0.000002 per share
(Title of class of securities)
54951L109 (1)
(CUSIP number)
Andrew Chan
Chief Financial Officer
Centurium Capital Management Ltd.
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
+852 3643 0755
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 25, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing eight Class A Ordinary Shares of the Issuer
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Lucky Cup Holdings Limited | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands
| |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| ||||
| (8) | Shared voting power
136,172,000 Class A Ordinary Shares (1) | |||||
| (9) | Sole dispositive power
0
| |||||
| (10) | Shared dispositive power
136,172,000 Class A Ordinary Shares (1) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
136,172,000 Class A Ordinary Shares
| |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11) 5.87%(2) | |||||
| (14) | Type of reporting person (see instructions)
CO
| |||||
(1) The reported securities consist of 136,172,000 Class B Ordinary Shares. Each Class B Ordinary Share has a par value of US$0.000002 per share and is convertible into one Class A Ordinary Share at any time by the holder thereof.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244
Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F
filed with the SEC on September 21, 2021, plus the 136,172,000 Class A Ordinary Shares issuable upon the deemed conversion of the Class
B Ordinary Shares held by the Reporting Person.
| 2 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Fortunate Cup Holdings Limited | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands
| |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| ||||
| (8) | Shared voting power
8,606,500 Class A Ordinary Shares (1) | |||||
| (9) | Sole dispositive power
0
| |||||
| (10) | Shared dispositive power
8,606,500 Class A Ordinary Shares (1) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
8,606,500 Class A Ordinary Shares
| |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11) 0.37%(2) | |||||
| (14) | Type of reporting person (see instructions)
CO
| |||||
(1) The reporting person holds 8,606,500 Class B Ordinary Shares. Each Class B Ordinary Share has a par value of US$0.000002 per share and is convertible into one Class A Ordinary Share at any time by the holder thereof.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 8,606,500 Class A Ordinary Shares issuable upon the deemed conversion of the Class B Ordinary Shares held by the Reporting Person
| 3 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Cannonball Limited | ||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| ||||
| (3) | SEC use only
| ||||
| (4) | Source of funds (see instructions) OO | ||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||||
| (6) | Citizenship or place of organization
Cayman Islands
| ||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| |||
| (8) | Shared voting power
295,384,615 Class A Ordinary Shares (1) | ||||
| (9) | Sole dispositive power
0
| ||||
| (10) | Shared dispositive power
295,384,615 Class A Ordinary Shares (1) | ||||
| (11) | Aggregate amount beneficially owned by each reporting person
295,384,615 Class A Ordinary Shares | ||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| ||||
| (13) | Percent of class represented by amount in Row (11) 12.73%(2) | ||||
| (14) | Type of reporting person (see instructions)
CO
| ||||
(1) The reporting person holds as of record 295,384,615 Preferred Shares. Each Preferred Share is convertible into one Class A Ordinary Share at the election of the holder at a conversion price of US$0.8125, subject to certain anti-dilution adjustments.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 295,384,615 Class A Ordinary Shares issuable upon the deemed conversion of the Preferred Shares held by the Reporting Person.
| 4 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Camel Humps Limited | ||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| ||||
| (3) | SEC use only
| ||||
| (4) | Source of funds (see instructions) OO | ||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||||
| (6) | Citizenship or place of organization
Cayman Islands
| ||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| |||
| (8) | Shared voting power
383,425,748 Class A Ordinary Shares | ||||
| (9) | Sole dispositive power
0
| ||||
| (10) | Shared dispositive power
383,425,748 Class A Ordinary Shares | ||||
| (11) | Aggregate amount beneficially owned by each reporting person
383,425,748 Class A Ordinary Shares | ||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| ||||
| (13) | Percent of class represented by amount in Row (11) 16.52%(1) | ||||
| (14) | Type of reporting person (see instructions)
CO
| ||||
(1) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021.
| 5 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Centurium Capital Partners 2018, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
302,937,019 Class A Ordinary Shares (1) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
302,937,019 Class A Ordinary Shares (1) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
302,937,019 Class A Ordinary Shares | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
13.05% of the Ordinary Shares (2) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
(1) Represents shared voting and dispositive power over (i) 136,172,000 Class B Ordinary Shares held by Lucky Cup, (ii) 8,606,500 Class B Ordinary Shares held by Fortunate Cup, and (iii) 158,158,519 Preferred Shares held by Cannonball, each of which are convertible at the election of the Reporting Person into Class A Ordinary Shares.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 440,163,115 Class A Shares issuable upon the deemed conversion of the Class B Ordinary Shares held by Lucky Cup and by Fortunate Cup and the Preferred Shares held by Cannonball.
| 6 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
CCM Lucky, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
125,486,906 Class A Ordinary Shares (1) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
125,486,906 Class A Ordinary Shares (1) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
125,486,906 Class A Ordinary Shares | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
5.04% of the Ordinary Shares (2) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
(1) Represents shared voting and dispositive power over 125,486,906 Preferred Shares held by Cannonball, each of which are convertible at the election of the Reporting Person into Class A Ordinary Shares.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 440,163,115 Class A Shares issuable upon the deemed conversion of the Class B Ordinary Shares held by Lucky Cup and by Fortunate Cup and the Preferred Shares held by Cannonball.
| 7 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
CCM CB II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
11,739,190 Class A Ordinary Shares (1) | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
11,739,190 Class A Ordinary Shares (1) | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
11,739,190 Class A Ordinary Shares | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.51% of the Ordinary Shares (2) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
(1) Represents shared voting and dispositive power over 11,739,190 Preferred Shares held by Cannonball, each of which are convertible at the election of the Reporting Person into Class A Ordinary Shares.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 440,163,115 Class A Shares issuable upon the deemed conversion of the Class B Ordinary Shares held by Lucky Cup and by Fortunate Cup and the Preferred Shares held by Cannonball.
| 8 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Centurium Holdings Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Cayman Islands
| |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| ||||
| (8) | Shared voting power
823,588,863 Class A Ordinary Shares (1)
| |||||
| (9) | Sole dispositive power
0
| |||||
| (10) | Shared dispositive power
823,588,863 Class A Ordinary Shares (1)
| |||||
| (11) | Aggregate amount beneficially owned by each reporting person
823,588,863 Class A Ordinary Shares
| |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11) 35.49% of the Ordinary Shares (2) | |||||
| (14) | Type of reporting person (see instructions)
CO
| |||||
(1) Represents shared voting and dispositive power over (i) 136,172,000 Class B Ordinary Shares held by Lucky Cup, (ii) 8,606,500 Class B Ordinary Shares held by Fortunate Cup, (iii) 295,384,615 Preferred Shares held by Cannonball, and (iv) 383,425,748 Class A Ordinary Shares held by Camel. Each of Class B Ordinary Shares and the Preferred Shares are convertible at the election of the Reporting Person into Class A Ordinary Shares.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244
Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F
filed with the SEC on September 21, 2021, plus the 440,163,115 Class A Shares issuable upon the deemed conversion of Class B Ordinary
Shares held by Lucky Cup and by Fortunate Cup and the Preferred Shares held by Cannonball.
| 9 |
SCHEDULE 13D
CUSIP No. 54951L109
| (1) | Names of reporting persons
Hui Li | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions) OO | |||||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
Hong Kong
| |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0
| ||||
| (8) | Shared voting power
823,588,863 Class A Ordinary Shares (1)
| |||||
| (9) | Sole dispositive power
0
| |||||
| (10) | Shared dispositive power
823,588,863 Class A Ordinary Shares (1)
| |||||
| (11) | Aggregate amount beneficially owned by each reporting person
823,588,863 Class A Ordinary Shares
| |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) | Percent of class represented by amount in Row (11) 35.49% of the Ordinary Shares (2) | |||||
| (14) | Type of reporting person (see instructions)
CO
| |||||
(1) Represents shared voting and dispositive power over (i) 136,172,000 Class B Ordinary Shares held by Lucky Cup, (ii) 8,606,500 Class B Ordinary Shares held by Fortunate Cup, (iii) 295,384,615 Preferred Shares held by Cannonball, and (iv) 383,425,748 Class A Ordinary Shares held by Camel. Each of the Class B Ordinary Shares and the Preferred Shares are convertible at the election of the Reporting Person into Class A Ordinary Shares.
(2) Percentage of Class A Ordinary Shares is calculated based on 1,880,396,244 Class A Ordinary Shares issued and outstanding as of December 31, 2020, as disclosed on the Issuer’s annual report on Form 20-F filed with the SEC on September 21, 2021, plus the 440,163,115 Class A Shares issuable upon the deemed conversion of the Class B Ordinary Shares held by Lucky Cup and by Fortunate Cup and the Preferred Shares held by Cannonball.
| 10 |
SCHEDULE 13D
CUSIP No. 54951L109
Item 1. Security and Issuer.
This Schedule 13D/A constitutes Amendment No. 1 (“Amendment No. 1”) to and amends and supplements the prior statement on Schedule 13D as filed on December 9, 2021 (the “Original 13D” and, as amended, the “Schedule 13D”), and relates to the acquisition of 383,425,748 Class A Ordinary Shares, par value $0.000002 (the “Class A Ordinary Shares”) of Luckin Coffee Inc., a Cayman Islands exempted company (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.
The Issuer’s American depositary shares (the “ADSs”), each representing eight Class A Ordinary Shares, were previously listed on NASDAQ and traded under the symbol “LKNC” prior to their delisting on June 29, 2020, and are currently trading on the OTC Pink Sheets under the symbol (OTCPK:LKNC:Y).
Item 2. Identity and Background.
Item 2 of the Original 13D 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:
| 1. | Lucky Cup Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business in investment holding (“Lucky Cup”); |
| 2. | Fortunate Cup Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business in investment holding (“Fortunate Cup”); |
| 3. | Cannonball Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business in investment holding (“Cannonball”); |
| 4. | Camel Humps Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business is investment holding (“Camel”); |
| 5. | Centurium Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands, the sole shareholder of Lucky Cup and Fortunate Cup and a shareholder of Cannonball (“Centurium Fund 1”); |
| 6. | CCM Lucky, L.P., a limited partnership incorporated under the laws of the Cayman Islands, and a shareholder of Cannonball (“CCM Lucky”); |
| 7. | CCM CB II, L.P., a limited partnership incorporated under the laws of the Cayman Islands, and a shareholder of Cannonball (“CCM CB II”, and together with CCM Lucky and Centurium Fund I, the “Funds”); |
| 8. | 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 certain private equity funds that hold interests in Lucky Cup, Fortunate Cup and Cannonball ( “Centurium”); and |
| 9. | 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 sole shareholder of Centurium Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Mr. Li”, and together with Lucky Cup, Fortunate Cup, Cannonball, Camel and Centurium, the “Reporting Persons”). |
The address of the principal business and principal office of each of the Reporting Persons, other than Mr. Hui Li, is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of principal business and principal office of Mr. Hui Li is Suite 1008, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong.
| 11 |
SCHEDULE 13D
CUSIP No. 54951L109
The principal business of each of Lucky Cup, Fortunate Cup, Cannonball, Camel and the Funds is investment holding. The principal business of Centurium is holding interests in the general partners to certain private equity funds, including the Funds. The principal business of Mr. Li is controlling and managing Centurium.
Mr. Andrew Chan is a director of the board of each of Lucky Cup, Fortunate Cup, Cannonball and Camel . He is a Hong Kong citizen and his business address is Suite 1008, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong.
Lucky Cup, Fortunate Cup and Cannonball are each the record holder of the shares described in Item 11 of the cover pages of this Schedule 13D. Camel is the record holder of the shares described in Item 11 of the cover pages of this Schedule 13D.
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.
Item 3. Source and Amount of Funds.
Item 3 of the Original 13D is amended and supplemented by the addition of the following at the end thereof:
On August 14, 2021, Camel entered into a Securities Purchase Agreement (the “SPA”) with each of Primus Investment Fund L.P. (in official liquidation) (“Primus”), Haode Investment Inc. (in liquidation) (“Haode”), and Summer Fame Limited (in liquidation) (“Summer Fame”). Pursuant to the SPA, as amended on January 25, 2022, Camel acquired 131,250,000 Class A Ordinary Shares from Primus, 44,029,698 Class A Ordinary Shares from Summer Fame, and 208,146,050 Class A Ordinary Shares from Haode for an aggregate purchase price of US$443,336,021.12.
All of the funds required to acquire the Class A Ordinary Shares were obtained from the working capital of Camel, and the limited partners of funds managed by affiliated general partners of Centurium.
Item 4. Purpose of the Transaction.
Item 4 of the Original 13D is amended and restated in its entirety as follows:
The Reporting Persons acquired the Class A Ordinary Shares subject to this Schedule 13D for investment purposes. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in or incorporated by reference in Items 3, 4 and 5 of the Schedule 13D is incorporated by reference into this Item 6.
The section titled “Shareholders Agreement” in Item 6 of the Original 13D is amended and restated in its entirety as follows:
Shareholders Agreement
Upon the consummation of the acquisition of Class A Ordinary Shares contemplated in the SPA, Classic Eternity (Cayman) Limited (“Classic Eternity”) and affiliates of Camel entered into a shareholders agreement (“SHA”) with respect to their ownership of Camel ZQ Limited, a holding vehicle, which indirectly through Camel has acquired a portion of the shares to be sold by Primus, Haode and Summer Fame. The SHA contains certain co-sale, preemptive rights and mandatory sale arrangements with respect to the securities of the Issuer.
The foregoing summary is qualified in its entirety by the full text of the SHA, a copy of which is filed as Exhibit 99.2 to this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description | |
| 99.1 | Join Filing Agreement, dated January 27, 2022 | |
| 99.2 | Shareholders Agreement, dated January 25, 2022 |
| 12 |
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: January 27, 2022
| LUCKY CUP HOLDINGS LIMITED | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| FORTUNATE CUP HOLDINGS LIMITED | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| CANNONBALL LIMITED | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| CAMEL HUMPS LIMITED | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| CENTURIUM HOLDINGS LTD. | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| HUI LI | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| 13 |
| CENTURIUM CAPITAL PARTNERS 2018, L.P. | |||
| BY: CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL PARTNER | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| CCM LUCKY, L.P. | |||
| BY: CCM LUCKY LIMITED, GENERAL PARTNER | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| CCM CB II, L.P. | |||
| BY: CCM CB II LIMITED, GENERAL PARTNER | |||
| By: | /s/ HUI LI | ||
| Name: | HUI LI | ||
| Title: | Director | ||
| 14 |