SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
(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)
March 2, 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
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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
Camel Humps 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
0
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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
0
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(11) |
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Aggregate amount beneficially owned by each reporting person
0
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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
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(14) |
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Type of reporting person (see instructions)
CO
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SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Camel ZQ 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
155,675,675 Class A Ordinary Shares
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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
155,675,675 Class A Ordinary Shares
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(11) |
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Aggregate amount beneficially owned by each reporting person
155,675,675 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)
6.70%(1)
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(14) |
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Type of reporting person (see instructions)
CO
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(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.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Cameleer 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
125,405,404 Class A Ordinary Shares
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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
125,405,404 Class A Ordinary Shares
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(11) |
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Aggregate amount beneficially owned by each reporting person
125,405,404 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)
5.40%(1)
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(14) |
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Type of reporting person (see instructions)
PN
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(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.
SCHEDULE 13D
CUSIP No. 54951L109
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(1) |
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Names of reporting persons
Cameleer 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
102,344,669 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
102,344,669 Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
102,344,669 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)
4.41%(2)
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(14) |
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Type of reporting person (see instructions)
PN
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(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.
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)
PN
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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 the Class B Ordinary Shares
held by Lucky Cup and by Fortunate Cup and the Preferred Shares
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)
PN
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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 the Class B Ordinary Shares
held by Lucky Cup and by Fortunate Cup and the Preferred Shares
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) |
|
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)
PN
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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 the Class B Ordinary Shares
held by Lucky Cup and by Fortunate Cup and the Preferred Shares
held by Cannonball.
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) |
|
SEC use only
|
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(4) |
|
Source of funds (see instructions)
OO
|
|
(5) |
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ¨
|
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(6) |
|
Citizenship or place of organization
Cayman Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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(7) |
|
Sole voting power
0
|
|
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(8) |
|
Shared voting power
823,588,863 Class A Ordinary Shares (1)
|
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(9) |
|
Sole dispositive power
0
|
|
|
(10) |
|
Shared dispositive power
823,588,863 Class A Ordinary Shares (1)
|
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(11) |
|
Aggregate amount beneficially owned by each reporting person
823,588,863 Class A Ordinary Shares
|
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(12) |
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions) ¨
|
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(13) |
|
Percent of class represented by amount in Row (11)
35.49% of the Ordinary Shares (2)
|
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(14) |
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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, (iv) 155,675,675
Class A Ordinary Shares held by Camel ZQ, (v) 125,405,404 Class A
Ordinary Shares held by Cameleer, and (vi) 102,344,669 Class A
Ordinary Shares held by Cameleer II. 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.
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
823,588,863 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
823,588,863 Class A Ordinary Shares (1)
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(11) |
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Aggregate amount beneficially owned by each reporting person
823,588,863 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)
35.49% of the Ordinary Shares (2)
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(14) |
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Type of reporting person (see instructions)
IN
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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, (iii)
295,384,615 Preferred Shares held by Cannonball, (iv) 155,675,675
Class A Ordinary Shares held by Camel ZQ, (v) 125,405,404 Class A
Ordinary Shares held by Cameleer, and (vi) 102,344,669 Class A
Ordinary Shares held by Cameleer II. 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.
SCHEDULE 13D
CUSIP No. 54951L109
Item 1. Security and Issuer.
This Schedule 13D/A constitutes Amendment No. 2 (“Amendment No. 2”)
to and amends and supplements the prior statement on Schedule 13D
as filed on December 9, 2021 (the “Original 13D”) and Amendment No.
1 to Schedule 13D as filed on January 25, 2022 (the “Amendment No.
1”, and as amended and supplemented by this Amendment No. 2, 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 Amendment No. 1 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:
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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”); |
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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”); |
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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”); |
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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”); |
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5. |
Camel ZQ
Limited, an exempted company incorporated with limited liability
under the laws of the Cayman Islands, a shareholder of Camel, and
its principal business is investment holding (“Camel
ZQ”); |
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6. |
Cameleer L.P., a limited
partnership incorporated under the laws of the Cayman Islands, a
shareholder of Camel, and its principal business is investment
holding (“Cameleer”); |
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7. |
Cameleer II L.P., a limited
partnership incorporated under the laws of the Cayman Islands, a
shareholder of Camel, and its principal business is investment
holding (“Cameleer II”); |
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8. |
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 I”); |
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9. |
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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10. |
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, Centurium Fund I, Cameleer and Cameleer
II, the “Funds”); |
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11. |
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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12. |
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, Camel ZQ, Cameleer, Cameleer II
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,
Cannonball, Camel, Camel ZQ 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. Li is a director of the board of each of Lucky Cup, Fortunate
Cup, Cannonball and Camel. Mr.
Andrew Chan is a director of the board of each of Lucky Cup,
Fortunate Cup, Cannonball, Camel and Camel ZQ. He is a Hong Kong
citizen and his business address is Suite 1008, Two Pacific Place,
88 Queensway, Admiralty, Hong Kong. Mr. Jun Liu is a
director of the board of each of Cannonball, Camel and Camel
ZQ. 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, Cannonball, Camel ZQ, Cameleer and
Cameleer II are each 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.
The information set forth in or incorporated by reference in Item 3
of the Schedule 13D is incorporated by reference into this Item
3.
On March 2, 2022, Camel distributed all of the 383,425,748 Class A
Ordinary Shares it held to its shareholders, specifically: (i)
155,675,675 Class A Ordinary Shares were distributed to Camel ZQ,
(ii) 125,405,404 Class A Ordinary Shares were distributed to
Cameleer, and (iii) 102,344,669 Class A Ordinary Shares were
distributed to Cameleer II.
Item 5. Interest in Securities of the Issuer
As a result of the transactions described herein, on March 2, 2022,
Camel ceased to be the beneficial owner of more than five percent
(5%) of the Class A Ordinary Shares of the Issuer. The filing of
this Amendment No. 2 represents the final amendment to the Schedule
13D solely with respect to Camel and constitutes an exit filing
solely for Camel, but not for any of the other Reporting
Persons.
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: March 11, 2022
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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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CAMEL HUMPS
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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CAMEL ZQ
LIMITED |
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By: |
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Name: |
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Title: |
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CAMELEER
L.P. |
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BY: CAMELEER
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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CAMELEER II
L.P. |
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BY: CAMELEER 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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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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