SCHEDULE 13D
CUSIP No.54951L109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)
November 30, 2021
(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. x
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.
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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
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(1) |
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Names of reporting persons
Centurium Capital Partners 2018, L.P.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
302,937,019 Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
302,937,019 Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
302,937,019 Class A Ordinary Shares
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(12) |
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Check if
the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
13.05% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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 (i) the 136,172,000
Class B Ordinary Shares directly held by Lucky Cup,
(ii) the 8,606,500 Class B Ordinary Shares directly held
by Fortunate Cup and (iii) the 295,384,615 Preferred Shares
directly held by Cannonball.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
CCM Lucky, L.P.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
125,486,906 Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
125,486,906 Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
125,486,906 Class A Ordinary Shares
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(12) |
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Check if
the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
5.04% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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 (i) the 136,172,000
Class B Ordinary Shares directly held by Lucky Cup,
(ii) the 8,606,500 Class B Ordinary Shares directly held
by Fortunate Cup and (iii) the 295,384,615 Preferred Shares
directly held by Cannonball.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
CCM CB II, L.P.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
11,739,190 Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
11,739,190 Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
11,739,190 Class A Ordinary Shares
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(12) |
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Check if
the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
0.51% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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 (i) the 136,172,000
Class B Ordinary Shares directly held by Lucky Cup,
(ii) the 8,606,500 Class B Ordinary Shares directly held
by Fortunate Cup and (iii) the 295,384,615 Preferred Shares
directly held by Cannonball.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Lucky Cup Holdings Limited
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC
use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
136,172,000
Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
136,172,000
Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
136,172,000
Class A Ordinary Shares
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(12) |
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Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
5.87%(2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Fortunate Cup Holdings Limited
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC
use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
8,606,500
Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
8,606,500
Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
8,606,500
Class A Ordinary Shares
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(12) |
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Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
0.37%(2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Cannonball Limited
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC
use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
295,384,615
Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
295,384,615
Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
295,384,615 Class A Ordinary Shares
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(12) |
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Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
12.73%(2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Centurium Holdings Ltd.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC
use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
440,163,115
Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
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(10) |
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Shared dispositive power
440,163,115
Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
440,163,115
Class A Ordinary Shares
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(12) |
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Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
18.97% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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) 295,384,615
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 (i) the 136,172,000 Class B Ordinary Shares
directly held by Lucky Cup, (ii) the 8,606,500 Class B
Ordinary Shares directly held by Fortunate Cup and (iii) the
295,384,615 Preferred Shares directly held by Cannonball.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Hui Li
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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(3) |
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SEC
use only
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(4) |
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Source of funds (see instructions)
OO
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(5) |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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(6) |
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Citizenship or place of organization
Hong Kong
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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(7) |
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Sole voting power
0
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(8) |
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Shared voting power
440,163,115
Class A Ordinary Shares (1)
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(9) |
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Sole dispositive power
0
|
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(10) |
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Shared dispositive power
440,163,115
Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
440,163,115
Class A Ordinary Shares
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(12) |
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Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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(13) |
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Percent of class represented by amount in Row (11)
18.97% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
CO
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(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) 295,384,615
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 (i) the 136,172,000 Class B Ordinary Shares
directly held by Lucky Cup, (ii) the 8,606,500 Class B
Ordinary Shares directly held by Fortunate Cup and (iii) the
295,384,615 Preferred Shares directly held by Cannonball.
SCHEDULE 13D
CUSIP No. 54951L109
Item 1. Security and Issuer.
This statement on this Schedule 13D (the “Schedule 13D”) relates to
a subscription for 295,384,615 senior convertible preferred shares,
par value 0.000002 per share (“Preferred 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 Preferred Shares are
convertible at the election of the acquirer into Class A
Ordinary Shares, par value $0.000002 per share (the “Class A
Ordinary Shares”).
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.
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:
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1. |
Lucky Cup Holdings Limited, an exempted company incorporated
with limited liability under the laws of the Cayman Islands (“Lucky
Cup”); |
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2. |
Fortunate Cup Holdings Limited, an exempted company
incorporated with limited liability under the laws of the Cayman
Islands (“Fortunate Cup”); |
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3. |
Cannonball Limited, an exempted company incorporated with
limited liability under the laws of the Cayman Islands
(“Cannonball”); |
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4. |
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”); |
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5. |
CCM
Lucky, L.P., a limited partnership incorporated under the laws of
the Cayman Islands, and a shareholder of Cannonball (“CCM
Lucky”); |
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6. |
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”); |
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7. |
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 |
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8. |
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 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.
The principal business of each of Lucky Cup, Fortunate Cup and
Cannonball 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. He is a Hong Kong citizen and his
business address is Suite 1008, Two Pacific Place, 88
Queensway, Admiralty, Hong Kong.
Lucky Cup and Fortunate Cup are each the record holder of the
shares described in Item 11 of the cover pages of this
Schedule 13D. Cannonball 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.
SCHEDULE 13D
CUSIP No. 54951L109
Certain of the Reporting Persons previously reported their
beneficial ownership in the Issuer’s Class B Ordinary Shares,
par value $0.000002 per share (the “Class B Ordinary Shares”)
on Schedule 13G filed on January 17, 2020.
Item 3. Source and Amount of Funds.
On April 15, 2021, Cannonball entered into an Investment
Agreement with the Issuer (the “Investment Agreement”), pursuant to
which it subscribed to 295,384,615 Preferred Shares at a
subscription price of US$0.8125 per share, for an aggregate
subscription amount of US$240 million. Each Preferred Share is
convertible into a Class A Ordinary Share at the election of
the holder at a conversion price of US$0.8125 per Class A
Ordinary Share, subject to anti-dilution adjustments.
All of the funds required to subscribe the Preferred Shares were
obtained from the working capital of Cannonball, and the limited
partners of funds managed by affiliated general partners of
Centurium.
Item 4. Purpose of the Transaction.
The information set forth in Item 3 is incorporated by reference in
its entirety into this Item 4.
Investment Agreement
Pursuant to the Investment Agreement, Cannonball agreed to an
investment, through a private placement, totaling approximately
US$240 million in Preferred Shares (the “Subscription”). The
Subscription was consummated on November 30, 2021 (the
“Subscription Date”).
The proceeds of the Subscription are intended to facilitate the
Issuer’s proposed offshore restructuring and fulfill its
obligations under its publicly announced settlement with the U.S.
Securities and Exchange Commission (“SEC”), and to allow the Issuer
to focus its balance sheet on the continued execution of its
business plan, focused on growing the core coffee business and
achieving its long-term growth targets.
The foregoing summary is qualified in its entirety by the full text
of the Investment Agreement, a copy of which is filed as
Exhibit 99.2 to this Schedule 13D.
Share Purchase Agreement
On August 14, 2021, Camel Humps Limited (“Camel”), an
investment vehicle owned by funds managed by affiliates of
Centurium, 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”). The Grand
Court of the Cayman Islands had issued a winding-up order on
June 16, 2020 against Primus, while the Eastern Caribbean
Supreme Court in the British Virgin Islands issued winding up
orders against Summer Fame and Haode in on July 14, 2020.
Partners of KPMG have been appointed as the official liquidators of
Haode, Summer Fame and Primus (collectively, the “Liquidation
Entities”) and entered into the SPA with Camel in order to realize
the assets of the Liquidation Entities to satisfy their respective
creditors. Pursuant to the SPA, Camel has agreed to acquire
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, subject to certain
conditions as set forth in the SPA, including:
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sanction of the share sale by the Commercial Court of the
British Virgin Islands in respect of the shares held by Summer Fame
and Haode; and |
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sanction of the share sale by the Grand Court of the Cayman
Islands in respect of the shares held by Primus. |
SCHEDULE 13D
CUSIP No. 54951L109
Satisfaction or waiver of these conditions remains pending as of
the date of this Schedule 13D.
The foregoing summary is qualified in its entirety by the full text
of the SPA, a copy of which is filed as Exhibit 99.3 to this
Schedule 13D.
Except as set forth in this Item 4, 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 5. Interest in Securities of the Issuer.
| (a) |
Items
8 through 11 and 13 (including the footnotes thereto) of each of
the cover pages of this Schedule 13D are incorporated by
reference into this Item 5. |
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| (b) |
Items
8 through 11 and 13 (including the footnotes thereto) of each of
the cover pages of this Schedule 13D are incorporated by
reference into this Item 5. |
| (c) |
Except
as set forth herein, to the knowledge of the Reporting Persons with
respect to the persons named in response to Item 5(a), none of the
persons named in response to Item 5(a) has effected any
transactions in the Class A Ordinary Shares during the past 60
days. |
| (d) |
No
person other than the persons listed is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any securities owned by any of the
Reporting Persons. |
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 this Schedule 13D is incorporated by reference into
this Item 6.
Investors’ Rights Agreement
On
April 17, 2019, the Issuer entered into the third amended and
restated Investors’ Rights Agreement (the “IRA”) with the parties
specified therein, pursuant to which, Lucky Cup and Fortunate Cup
have certain rights as reflected therein. The IRA has been
previously included as Exhibit 4.9 to the Issuer’s annual
report on Form 20-F for the year ended December 31, 2020,
filed with the SEC on September 21, 2021.
Shareholders Agreement
In the event the conditions under the SPA are satisfied or waived,
and the sales pursuant to the SPA are consummated, Classic
(Eternity) Cayman Limited (“Classic Eternity”) and affiliates of
Camel have agreed to enter into a shareholders agreement (“SHA”)
with respect to their ownership of Camel ZQ Limited, a holding
vehicle , which indirectly through Camel would acquire 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.
Item 7. Material to be Filed as Exhibits.
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:
November 30, 2021
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LUCKY
CUP HOLDINGS LIMITED |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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FORTUNATE
CUP HOLDINGS LIMITED |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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CANNONBALL
LIMITED |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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CENTURIUM
CAPITAL PARTNERS 2018, L.P. |
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BY:
CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL
PARTNER |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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CCM
LUCKY, L.P. |
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BY:
CCM LUCKY LIMITED, GENERAL PARTNER |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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CCM
CB II, L.P. |
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BY:
CCM CB II LIMITED, GENERAL PARTNER |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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CENTURIUM
HOLDINGS LTD. |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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HUI
LI |
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By: |
/s/ HUI LI |
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Name:
HUI LI |
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Title:
Director |
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