Securities Registration (section 12(g)) (8-a12g)
October 15 2021 - 06:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Luckin Coffee Inc.
(Exact name of Registrant as specified in its charter)
Cayman Islands |
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Not Applicable |
(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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28th Floor, Building T3, Haixi Jingu Plaza
1-3 Taibei Road
Siming District, Xiamen City, Fujian
People’s Republic of China, 361008
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(g) of
the Act:
Title of each class
to be so registered
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Name of each exchange on
which each class is to be
registered
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Ordinary Share Purchase
Rights |
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OTC |
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following
box. x
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
¨
Securities Act registration statement file number to which this
form relates: Not Applicable (if applicable)
Securities to be registered pursuant to Section 12(b) of the
Act: None
ITEM 1. |
DESCRIPTION OF REGISTRANT’S SECURITIES TO
BE REGISTERED. |
On October 14, 2021, the Board of Directors (the “Board”) of Luckin
Coffee Inc. (in Provisional Liquidation), a company incorporated
under the laws of the Cayman Islands (the “Company”), granted (i)
one right (collectively, the “Class A Rights”) with respect to each
outstanding Class A Ordinary Share, par value $0.000002 each (the
“Class A Ordinary Shares”) and one right (collectively, the “Class
B Rights” and, together with the Class A Rights, the “Rights”) for
each Class B Ordinary Share, par value $0.000002 each (the “Class B
Ordinary Shares”, and, together with the Class A Ordinary Shares,
the “Ordinary Shares”), in each case, of the Company held of record
at the close of business on October 25, 2021 (the “Record Time”),
and (ii) one Class A Right for each Class A Ordinary Share and each
convertible preferred shares of the Company (collectively, the
“Preferred Shares” and, together with the Ordinary Shares, the
“Shares”) and one Class B Right for each Class B Ordinary Share, in
each case, (x) issued after the Record Time and prior to the
Separation Time (as defined in the Rights Agreement) and (y) issued
after the Separation Time and prior to the Expiration Time (as
defined in the Rights Agreement) pursuant to the terms of
securities convertible or redeemable into the Shares or rights, in
each case, issued or granted prior to, and outstanding, at the
Separation Time, subject to certain exceptions. The Rights will be
issued pursuant to a Rights Agreement, dated as of October 14, 2021
(the “Rights Agreement”), between the Company and American Stock
Transfer & Trust Company, LLC, as Rights Agent (the “Rights
Agent”).
The Rights Agreement (which
includes as Exhibit A the forms of Rights Certificate and Election
to Exercise) is attached hereto as an exhibit and is hereby
incorporated herein by reference. The description of the Rights is
incorporated by reference herein to the Company’s Current Report on
Form 6-K, furnished to the Securities and Exchange Commission (the
“SEC”) on October 14, 2021 and is qualified in its entirety by
reference to the Rights Agreement and such exhibits
thereto.
Exhibit No. |
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Description |
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(1) |
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Forms
of Rights Certificate and of Election to Exercise, included in
Exhibit A to the Rights Agreement, dated as of October 14, 2021
(the “Rights Agreement”), between Luckin Coffee Inc. (the
“Company”) and American Stock Transfer & Trust Company, LLC, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 6-K, filed on October 14,
2021). |
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(2) |
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Rights
Agreement, dated as of October 14, 2021 (the “Rights Agreement”),
between Luckin Coffee Inc. (the “Company”) and American Stock
Transfer & Trust Company, LLC, as Rights Agent, including as
Exhibit A the forms of Rights Certificate and of Election to
Exercise (incorporated by reference to Exhibit 4.1 of the Company’s
Current Report on Form 6-K, filed on October 14, 2021). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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Luckin Coffee Inc. |
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By: |
/s/ Reinout Hendrik Schakel |
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Name: |
Reinout Hendrik Schakel |
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Title: |
Chief Financial Officer and Chief Strategy
Officer |
October 15, 2021
EXHIBIT INDEX
Exhibit No. |
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Description |
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3.1 |
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Forms
of Rights Certificate and of Election to Exercise, included in
Exhibit A to the Rights Agreement, dated as of October 14, 2021
(the “Rights Agreement”), between Luckin Coffee Inc. (the
“Company”) and American Stock Transfer & Trust Company, LLC, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 6-K, filed on October 14,
2021). |
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4.1 |
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Rights
Agreement, dated as of October 14, 2021 (the “Rights Agreement”),
between Luckin Coffee Inc. (the “Company”) and American Stock
Transfer & Trust Company, LLC, as Rights Agent, including as
Exhibit A the forms of Rights Certificate and of Election to
Exercise (incorporated by reference to Exhibit 4.1 of the Company’s
Current Report on Form 6-K, filed on October 14,
2021). |
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