Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Luckin Coffee Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.000002 per share (Title of Class of Securities) |
54951L109 (CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Joy Capital II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: ADSs are American Depositary Shares, each representing eight Class A ordinary shares, par value $0.000002 per share. Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy Capital II, L.P. ("Joy II"), except that Joy Capital II GP, L.P. ("Partner II"), the general partner of Joy II, and Joy Capital GP, Ltd., the general partner of Partner II, may be deemed to have sole power to vote these shares. For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
|
| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Joy Capital II GP, L.P. ("Partner II") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy Capital GP, Ltd. may be deemed to have sole power to vote these shares. For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
|
| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Joy Capital GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 39,490,000 Class A ordinary shares (in the form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy Capital GP, Ltd. may be deemed to have sole power to vote these shares. For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
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| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Joy Luck Management Limited ("Joy Luck") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,341,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.50 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 32,341,000 Class A ordinary shares (in form of 4,042,625 ADSs). For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A ordinary shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
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| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Honour Ample Limited ("Honour") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,404,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 35,404,500 Class A ordinary shares (in form of 4,425,562 ADSs and 4 Class A ordinary shares). For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A Ordinary Shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
|
| CUSIP No. | 54951L109 |
| 1 | Names of Reporting Persons
Joy Soda Limited ("Soda") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 |
Percent of class represented by amount in row (9)
0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, PN |
Comment for Type of Reporting Person: For rows 5, 7 and 9: Represents 4 Class A ordinary shares (in form of 4 senior preferred shares). For row 11: The ownership percentage of the Reporting Person is calculated based on 2,154,137,392 Class A Ordinary Shares of the Issuer as of March 18, 2026, according to the Issuer's Annual Report on Form 20-F filed on March 27, 2026, and an additional 4 Class A ordinary shares that the Reporting Persons have the right to acquire within 60 days from March 18, 2026 through the conversion of 4 senior preferred shares held by Joy Soda Limited.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Luckin Coffee Inc. | |
| (b) | Address of issuer's principal executive offices:
28th Floor, Building T3, Haixi Jingu Plaza, 1-3 Taibei Road.Siming District, Xiamen City, Fujian, People's Republic of China, 361008 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G Amendment is filed by Joy Capital II, L.P. ("Joy II"), Joy Capital II GP, L.P. ("Partner II"), Joy Capital GP, Ltd., Joy Luck Management Limited ("Joy Luck"), Honour Ample Limited ("Honour"), and Joy Soda Limited "Soda"). The foregoing entities are collectively referred to as the "Reporting Persons." Joy Capital GP, Ltd. is the general partner of Partner II, which is the general partner of Joy II. Joy Capital GP, Ltd. and Partner II may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Joy II. Joy Capital GP, Ltd., Joy Luck, Honour and Soda are ultimately controlled by Mr. Erhai Liu ("Mr. Liu"). Mr. Liu disclaims beneficial ownership of shares held by Joy II, Joy Luck, Honour, and Soda, except to the extent of Mr. Liu's pecuniary interest therein, if any. | |
| (b) | Address or principal business office or, if none, residence:
The address for each of Joy II, Partner II and Joy Capital GP, Ltd. is: c/o Harneys Services (Cayman) Limited 4th Floor, Harbour Place 103 South Church Street, P. O. Box 10240 Grand Cayman KY1-1002 Cayman Islands The address for Joy Luck is: Suite 2409, Everbright Centre 108 Gloucester Road Wanchai, Hong Kong The address for Honour is: Craigmuir Chambers Road Town Tortola VG1110 British Virgin Islands The address for Soda is: Room 2609 China Resources Building 26 Harbour Road Wanchai, Hong Kong | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.000002 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit No. 99.1: Joint Filing Agreement dated February 14, 2023 by and between the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2023).