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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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Luckin Coffee Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.000002 per share (Title of Class of Securities) |
(CUSIP Number) |
05/18/2026 (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)
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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. |
| 1 | Names of Reporting Persons
Temasek Holdings (Private) 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
SINGAPORE
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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
137,015,912.00 | ||||||||
| 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)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Temasek Capital (China) Holdings Pte. Ltd. | ||||||||
| 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
SINGAPORE
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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
111,717,512.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| 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, China, 361008 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by:
(i) Temasek Holdings (Private) Limited ("Temasek"); and
(ii) Temasek Capital (China) Holdings Pte. Ltd. ("Temasek Capital (China)", together with Temasek, the "Reporting Persons").
The Reporting Persons entered into a joint filing agreement, dated as of May 22, 2026 (incorporated by reference to Exhibit 99.1 to this Schedule 13G). | |
| (b) | Address or principal business office or, if none, residence:
For each of the Reporting Persons:
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891 | |
| (c) | Citizenship:
Each of the Reporting Persons: Republic of Singapore | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.000002 per share | |
| (e) | CUSIP No.:
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| 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:
As of the close of business on May 18, 2026:
Temasek - 137,015,912 Class A ordinary shares (including 32,313,912 Class A ordinary shares and 104,702,000 Class A ordinary shares represented by ADS), comprising (i) 111,717,512 Class A ordinary shares (including 25,851,128 Class A ordinary shares and 85,866,384 Class A ordinary shares represented by ADS) beneficially owned by its wholly owned subsidiary Temasek Capital (China), and (ii) 25,298,400 Class A ordinary shares (including 6,462,784 Class A ordinary shares and 18,835,616 Class A ordinary shares represented by ADS) beneficially owned by certain entities that are indirectly wholly owned by the general partner of a limited partnership, for and on behalf of such limited partnership; both the general partner and the investment manager of this limited partnership are indirectly wholly owned subsidiaries of Temasek.
Temasek Capital (China) - 111,717,512 Class A ordinary shares (including 25,851,128 Class A ordinary shares and 85,866,384 Class A ordinary shares represented by ADS), held through its wholly owned subsidiaries.
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 54951L109 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, each ADS representing eight Class A Ordinary Shares, which are quoted on the OTC market under the symbol "LKNCY." | |
| (b) | Percent of class:
Temasek: 6.4%
Temasek Capital (China): 5.2%
The ownership percentages are calculated based on 2,154,137,392 Class A Ordinary Shares of the Issuer outstanding as of February 28, 2026, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on March 27, 2026. %
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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:
0 for each Reporting Person | ||
| (ii) Shared power to vote or to direct the vote:
Temasek: 137,015,912
Temasek Capital (China): 111,717,512 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 for each Reporting Person | ||
| (iv) Shared power to dispose or to direct the disposition of:
Temasek: 137,015,912
Temasek Capital (China): 111,717,512 | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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99.1 Joint Filing Agreement |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G, dated May 22, 2026 (the “Schedule 13G”), with respect to the Class A ordinary shares, par value US$0.000002 per share, of Luckin Coffee Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment.
Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: May 22, 2026
| Temasek Holdings (Private) Limited | Temasek Capital (China) Holdings Pte. Ltd. | |||
| By: | /s/ Jason Norman Lee | By: | /s/ Jason Norman Lee | |
| Name: Jason Norman Lee | Name: Jason Norman Lee | |||
| Title: Authorized Signatory | Title: Authorized Signatory | |||