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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Chagee Holdings Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
15743P104 (CUSIP Number) |
06/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Dengfeng Yin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,073,757.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: The 551,521 shares beneficially owned with sole voting power include 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025. Note to Rows 7 and 9: The 12,073,757 shares beneficially owned with sole dispositive power include (i) 11,522,236 Class A ordinary shares held by TeaTide Limited, a company controlled by Starry Ocean Wisdom Limited, which in turn is wholly owned by Starry Ocean Development Limited. Starry Ocean Development Limited is controlled by Starry Ocean Trust, a trust for the benefit of Mr. Dengfeng Yin and his family members. Trident Trust Company (Cayman) Limited is the trustee of Starry Ocean Trust and (ii) the 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025. Note to Row 11: Based on the quotient obtained by dividing 12,073,757, the sum of the Class A ordinary shares owned by the Reporting Person as set forth in Row 9, by the sum of (i) 120,478,383 Class A ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer and (ii) 551,521 Class A ordinary shares underlying the options held by Mr. Dengfeng Yin that are exercisable within 60 days after June 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
TeaTide Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,522,236.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row 5: TeaTide Limited has entered into certain irrevocable proxy and power of attorney arrangements in favor of Mr. Junjie Zhang, through which Mr. Junjie Zhang exercises voting power over all Class A ordinary shares held by TeaTide Limited. Note to Rows 7 and 9: Representing 11,522,236 Class A ordinary shares held by TeaTide Limited, a company controlled by Starry Ocean Wisdom Limited, which in turn is wholly owned by Starry Ocean Development Limited. Starry Ocean Development Limited is controlled by Starry Ocean Trust, a trust for the benefit of Mr. Dengfeng Yin and his family members. Trident Trust Company (Cayman) Limited is the trustee of Starry Ocean Trust. Note to Row 11: Based on the quotient obtained by dividing 11,522,236, the sum of the Class A ordinary shares owned by the Reporting Person as set forth in Row 9, by 120,478,383 Class A ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Chagee Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, China, 200051 | |
| Item 2. | ||
| (a) | Name of person filing:
Dengfeng Yin TeaTide Limited (Collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Persons is Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, People's Republic of China, 200051. | |
| (c) | Citizenship:
Dengfeng Yin: People's Republic of China TeaTide Limited: British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
15743P104 | |
| 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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein. | ||
| Item 5. | 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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Exhibit Information
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Exhibit A - Joint Filing Agreement |