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Davis Polk & Wardwell LLP |
美 国 达 维 律 师 事 务 所 |
86 10 8567 5000 tel | |||
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April 22, 2019 |
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Re: |
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Luckin Coffee Inc. (CIK No. 0001767582) | ||
Confidential
Ms. Effie Simpson
Ms. Theresa Brillant
Mr. John Stickel
Mr. J. Nolan McWilliams
Office of Transportation and Leisure
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dear Ms. Simpson, Ms. Brillant, Mr. Stickel and Mr. McWilliams:
On behalf of our client, Luckin Coffee Inc., an exempted company incorporated under the laws of the Cayman Islands (the Company), we submit to the staff (the Staff) of the Securities and Exchange Commission (the Commission) this letter setting forth the Companys response to the comment contained in the Staffs letter dated April 10, 2019 on the Companys draft registration statement on Form F-1 confidentially submitted on April 5, 2019 (the Draft Registration Statement). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the Registration Statement) and certain exhibits via EDGAR to the Commission. The Company confirms that its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. On behalf of the Company, we wish to thank you and other members of the staff of the Commission (the Staff) for your prompt response to the Companys request for comments.
To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the submitted exhibits.
The Company has responded to the Staffs comment by revising the draft Registration Statement to address the comment. The Staffs comment is repeated below in bold, followed by the Companys response to the comment as well as a summary of the responsive actions taken.
We have included the page number to refer to the location in the Registration Statement where the language addressing the comment appears.
In addition to revising the disclosure in response to the Staffs comment, the Company has also included the financial results for the three months ended March 31, 2019 and other information and data in the Registration Statement to reflect recent developments.
Subject to the market conditions and the Staffs comments, the Company plans to request that the Staff declare the effectiveness of the Registration Statement in mid to late May 2019. The Company would greatly appreciate the Staffs continued assistance and support in meeting the timetable.
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Risk Factors
Our dual-class share structure with different voting rights will limit your ability, page 48
1. Please describe the risk that future issuances of Class B ordinary shares may be dilutive to Class A holders.
In response to the Staffs comment, the Company has revised the disclosures on page 50 of the Registration Statement.
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If you have any questions regarding this submission, please contact Li He at +852 2533-3306 (li.he@davispolk.com) or Ran Li at +86 10-8567-5013 (ran.li@davispolk.com), or Reinout Hendrik Schakel at +86 186-0009-7592 (reinout.schakel@luckincoffee.com), or Ben Yang of Ernst & Young Hua Ming LLP at +86-21-2228-2925 (ben.yang@cn.ey.com).
Thank you for your time and attention.
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Yours sincerely, |
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/s/ Li He |
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Li He |
cc: |
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Ms. Jenny Zhiya Qian, Chief Executive Officer |
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Mr. Reinout Hendrik Schakel, Chief Financial Officer and Chief Strategy Officer |
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Luckin Coffee Inc. |
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Ms. Shuang Zhao, Esq. |
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Cleary Gottlieb Steen & Hamilton |
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Mr. Ben Yang, Partner |
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Ernst & Young Hua Ming LLP |