|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Luckin Coffee Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.000002 per share (Title of Class of Securities) |
(CUSIP Number) |
Jun Liu Suite 1313, Two Pacific Place, 88 Queensway Hong Kong, K3, 000000 852 3643 0755 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/05/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Centurium Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
570,974,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Hui Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
570,974,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
MIC Industrial Investments 4 RSC Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
570,974,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Mubadala Investment Company PJSC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
570,974,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.000002 per share | |
| (b) | Name of Issuer:
Luckin Coffee Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
28th Fl, Building T3, Haixi Jingu Plaza, 1-3 Taibei Road, Siming District, Xiamen, Fujian,
CHINA
, 361008. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends and supplements the prior statement on Schedule 13D originally filed on December 9, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on January 27, 2022, Amendment No. 2 to Schedule 13D filed on March 11, 2022, Amendment No. 3 to Schedule 13D filed on July 18, 2024, Amendment No. 4 to Schedule 13D filed on March 5, 2025, Amendment No. 5 to Schedule 13D filed on June 4, 2025, Amendment No. 6 to Schedule 13D filed on December 5, 2025 and Amendment No. 7 to Schedule 13D filed on February 5, 2026 (together with this Amendment No. 8, collectively, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value US$0.000002 per share (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. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a)-(f) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b), (c), (d), (e) and (f) hereof:
This Schedule 13D is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended:
(a) Centurium Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Centurium Holdings"),
(b) 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 the sole shareholder of Centurium Holdings ("Mr. Li", and together with Centurium Holdings, the "Centurium Reporting Persons"),
(c) MIC Industrial Investments 4 RSC Ltd ("MIC II 4"), a restricted scope company incorporated in the Abu Dhabi Global Market, United Arab Emirates, and
(d) Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi ("Mubadala"), which is the sole owner of MIC II 4 (Mubadala together with MIC II 4, collectively, the "Mubadala Reporting Persons," and together with the Centurium Reporting Persons, collectively, the "Reporting Persons").
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 99.1.
Information regarding the directors and, if applicable, the executive officers, of Mubadala Investment Company PJSC and MIC Industrial Investments 4 RSC Ltd (the "Covered Persons"), including the name, business address, principal business occupation or employment, and citizenship of each of the Covered Persons is set forth in Exhibit 99.2 and incorporated herein by reference. | |
| (b) | The principal business address of Centurium Holdings is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The principal business address of Mr. Li is Suite 1313, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong.
The principal business address of Mubadala is Al Mamoura A, Al Muroor Street, Abu Dhabi, United Arab Emirates.
The principal business address of MIC II 4 is 2462ResCowork01, 24th Floor, Al Sila Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island, United Arab Emirates. | |
| (c) | The principal business of Centurium Holdings is holding interests in the general partners to certain private equity funds, including the Funds (as defined below).
The principal business of Mr. Li is controlling and managing Centurium Holdings. Mr. Li is the sole director of Centurium Holdings.
The principal business of the Mubadala Reporting Persons is as investment companies with a mandate to generate returns within risk parameters acceptable to the board of directors of Mubadala. | |
| (d) | None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Covered Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Covered Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Centurium Holdings is an exempted company incorporated with limited liability under the laws of the Cayman Islands.
Mr. Li is a Hong Kong citizen.
MIC II 4 is a restricted scope company incorporated in the Abu Dhabi Global Market, United Arab Emirates.
Mubadala is a public joint stock company established under the laws of the Emirate of Abu Dhabi. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to incorporate the following at the end thereof:
The information set forth in Item 4 of this Amendment No. 8 is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to incorporate the following at the end thereof:
On September 5, 2026, Success Cup Limited ("Success Cup"), an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of CCM Success, L.P. ("CCM Success"), a limited partnership incorporated under the laws of the Cayman Islands, entered into an agreement to acquire 82,936,749 Preferred Shares from CCM Lucky, L.P. ("CCM Lucky"), a limited partnership incorporated under the laws of the Cayman Islands and 158,158,519 Preferred Shares from Centurium Capital Partners 2018, L.P. ("Centurium Fund I"), a limited partnership incorporated under the laws of the Cayman Islands (collectively, the "Success Cup Transactions"). Financing for the Success Cup Transactions is expected to be obtained via a bank loan, pursuant to which (a) all of CCM Success' interests in Success Cup and (b) 241,095,268 Preferred Shares held by Success Cup will be pledged as security. The Centurium Reporting Persons' beneficial ownership will not be changed by consummation of the Success Cup Transactions.
In connection with the Success Cup Transactions, Centurium Holdings, CCM Success Limited (the "CCM Success GP"), an exempted company incorporated with limited liability under the laws of the Cayman Islands and the general partner of CCM Success, and MIC Industrial Investments 4 RSC Ltd ("MIC II 4"), a significant limited partner in CCM Success, entered into an investment agreement (the "Investment Agreement") on September 5, 2026. Mubadala is the sole owner of MIC II 4. The Investment Agreement provides that, effective upon the consummation of the Success Cup Transactions, for so long as MIC II 4 continues to hold, directly or indirectly (including through CCM Success and/or Success Cup) at least 5% of the total issued and outstanding shares of the Issuer (on an as-converted basis) and MIC II 4 is not a Defaulting Partner (as defined in the organizational documents of CCM Success), MIC II 4 shall be entitled to nominate one individual to serve on the board of directors of the Issuer. The CCM Success GP and Centurium Holdings agree to vote or cause to be voted all shares of the Issuer over which it and its Affiliates have voting power in favour of the appointment of the nominee of MIC II 4 to the board of directors of the Issuer.
Pursuant to the Investment Agreement, CCM Success GP also undertakes to all limited partners of CCM Success that unless agreed by limited partners of CCM Success holding a majority of the outstanding limited partner interests, subject to certain exceptions, CCM Success GP shall ensure that Centurium Investment Limited ("Centurium Investment"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, maintain its legal and beneficial ownership in all of the Class B Shares held by Centurium Investment as of the consummation of the Success Cup Transactions until CCM Success ceases to hold any equity securities in the Issuer.
The foregoing summary of the Investment Agreement is qualified in its entirety by the full text of the Investment Agreement, a copy of which is filed as Exhibit 99.3 to this Schedule 13D.
Each of the Reporting Persons acquired the Preferred Shares for long-term investment purposes and the attendant rights with respect to the Issuer. The Success Cup Transactions described herein also allow Centurium Holdings to reaffirm its commitment to, and extend its investment horizon in, the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(e) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b), (c), (d) and (e) hereof:
The responses of each Reporting Person to Rows (11) and (13) of the cover pages of this Amendment No. 8 are hereby incorporated by reference in this Item 5(a).
The Reporting Persons beneficially own, in the aggregate, 570,974,031 Class A Ordinary Shares, which includes 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B ordinary shares (the "Class B Ordinary Shares") and 295,384,615 senior convertible preferred shares (the "Preferred Shares"), representing 22.08% of the outstanding Class A Ordinary Shares of the Issuer. This calculation is based on 2,154,137,392 Class A Ordinary Shares issued and outstanding as of February 28, 2026 as disclosed on the Issuer's annual report on Form 20-F filed with the SEC on March 27, 2026, plus an additional 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B Ordinary Shares and 295,384,615 Preferred Shares beneficially owned by the Reporting Persons.
The rights of the holders of the Class A Ordinary Shares and Class B Ordinary Shares are substantially identical, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Each Preferred Share is entitled to a number of votes equal to the number of Class A Ordinary Shares into which such Preferred Share is convertible. Each Preferred Share is convertible, at any time at the option of the holder thereof and at such holder's sole discretion, into that number of Class A Ordinary Shares determined by dividing (i) the sum of the original issue price plus any declared but unpaid dividends on such Preferred Share, by (ii) the conversion price in effect at time of the conversion, which shall initially be the original issue price of US$0.8125 per Preferred Share and is subject to adjustment from time to time.
After giving effect to the Success Cup Transactions, the reported securities will be directly held as follows: (a) Centurium Investment holds 136,172,000 Class B Ordinary Shares, convertible into 136,172,000 Class A Ordinary Shares; (b) Success Cup holds 241,095,268 Preferred Shares, convertible into 241,095,268 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (c) CCM Lucky holds 42,550,157 Preferred Shares, convertible into 42,550,157 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (d) CCM CB II, L.P. ("CCM CB II"), a limited partnership incorporated under the laws of the Cayman Islands, holds 11,739,190 Preferred Shares, convertible into 11,739,190 Class A Ordinary Shares (subject to certain anti-dilution adjustments); (e) Camel ZQ Limited ("Camel ZQ"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 35,555,998 Class A Ordinary Shares; (f) Centurium Capital II Ltd. ("Centurium Capital II"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 25,384,789 Class A Ordinary Shares; (g) CCM Prosper L.P. ("CCM Prosper"), a limited partnership incorporated under the laws of the Cayman Islands, holds 32,313,906 Class A Ordinary Shares; (h) Masterclass Holdings Limited ("Masterclass"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, holds 32,313,906 Class A Ordinary Shares; and (i) Tianyu Ruikong Limited ("Tianyu"), a company incorporated under the laws of the British Virgin Islands, holds 13,848,817 Class A Ordinary Shares.
Mr. Li has sole voting and investment discretion with respect to Tianyu. Centurium Capital Partners II, L.P., a limited partnership incorporated under the laws of the Cayman Islands ("USD Fund II", and together with CCM Lucky, CCM CB II, CCM Prosper and CCM Success, the "Funds"), is the sole shareholder of Masterclass. Centurium Holdings is the sole shareholder of Centurium Capital II and Centurium Investment. CCM Success is the sole shareholder of Success Cup.
Centurium Holdings holds interests in the general partners of certain private equity funds, including the Funds, that hold interests in Masterclass and Success Cup. Mr. Li is the sole shareholder and director of Centurium Holdings (BVI) Ltd., which is the sole shareholder of Centurium Holdings. All voting power in Camel ZQ is held by an entity ultimately controlled by Mr. Li.
After giving effect to the Success Cup Transactions, MIC II 4, as a significant limited partner of CCM Success, and Mubadala, as sole owner of MIC II 4, may be deemed to have beneficial ownership of the reported securities as a result of (i) CCM Success GP's and Centurium Holdings' obligations, pursuant to the Investment Agreement, to vote or cause to be voted all shares of the Issuer over which it and its Affiliates have voting power in favour of the appointment of the nominee of MIC II 4 to the board of directors of the Issuer, and (ii) CCM Success GP's undertaking to ensure Centurium Investment maintains ownership of the Class B Ordinary Shares held at the time of the Success Cup Transactions until CCM Success ceases to hold any equity securities in the Issuer.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be deemed an admission that the Reporting Persons, or any of the aforementioned entities, is a beneficial owner of the reported securities, for purposes of Section 13(d) and/or Section 13(g) or for any other purpose. | |
| (b) | The responses of each Reporting Person to Rows (7) through (10) of the cover pages of this Amendment No.8 are hereby incorporated by reference in this Item 5(b).
After giving effect to the Success Cup Transactions, each Reporting Person may be deemed to share voting and/or dispositive power with respect to, and therefore beneficially own, the (i) 136,172,000 Class B Ordinary Shares held by Centurium Investment, (ii) 241,095,268 Preferred Shares held by Success Cup, (iii) 42,550,157 Preferred Shares held by CCM Lucky, (iv) 11,739,190 Preferred Shares held by CCM CB II, (v) 35,555,998 Class A Ordinary Shares held by Camel ZQ, (vi) 25,384,789 Class A Ordinary Shares held by Centurium Capital II, (vii) 32,313,906 Class A Ordinary Shares held by CCM Prosper, (viii) 32,313,906 Class A Ordinary Shares held by Masterclass, and (ix) 13,848,817 Class A Ordinary Shares held by Tianyu. | |
| (c) | On July 9, 2026, Camel Zhengkai Limited ("Camel Zhengkai") forfeited 5 Class A Ordinary Shares to the Issuer and Fortunate Cup Holdings Limited ("Fortunate Cup") forfeited 4 Class B Ordinary Shares (convertible into 4 Class A Ordinary Shares) to the Issuer for no consideration (collectively, the "Share Forfeiture"). As a result of prior sales outside of the 60-day period and upon completion of the Share Forfeiture, Camel Zhengkai and Fortunate Cup ceased to hold any securities of the Issuer.
(a) On September 2, 2026, Camel ZQ sold 2,490,400 Class A Ordinary Shares represented by 311,300 ADSs at a price of US$4.45 per share (or US$35.57 per ADS), (b) on September 3, 2026, Camel ZQ sold 2,952,800 Class A Ordinary Shares represented by 369,100 ADSs at a price of US$4.35 per share (or US$34.82 per ADS), (c) on September 4, 2026, Camel ZQ sold 2,160,000 Class A Ordinary Shares represented by 270,000 ADSs at a price of US$4.30 per share (or US$34.39 per ADS), and (d) on September 8, 2026, Camel ZQ sold 2,400,000 Class A Ordinary Shares represented by 300,000 ADSs at a price of US$4.27 per share (or US$34.12 per ADS), in each case, in one or more open market sales pursuant to Rule 144 under the Securities Act of 1933, as amended. On September 9, 2026, Camel ZQ sold 11,014,792 Class A Ordinary Shares represented by 1,376,849 ADSs at a price of US$4.00 per share (or US$31.99 per ADS) pursuant to a Rule 144 block sale under the Securities Act of 1933, as amended (together with the foregoing sales in clauses (a) through (d), collectively, the "Camel ZQ 144 Sales")
Except for the Share Forfeiture and Camel ZQ 144 Sales effected by the Centurium Reporting Persons or as otherwise disclosed in this Amendment No. 8, none of the Reporting Persons has effected any transaction in the Class A Ordinary Shares, the Class B Ordinary Shares or the Preferred Shares during the past 60 days. | |
| (d) | Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares, the Class B Ordinary Shares or the Preferred Shares beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to incorporate the following at the end thereof:
The information set forth in Item 4 of this Amendment No. 8 and the agreements filed as exhibits hereto are incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number Description
Exhibit 99.1 Joint Filing Agreement, dated September 9, 2026, by and among the Reporting Persons
Exhibit 99.2 Directors and Executive Officers of Mubadala Investment Company PJSC and MIC Industrial Investments 4 RSC Ltd.
Exhibit 99.3 Investment Agreement, dated September 5, 2026, by and among
Centurium Holdings, CCM Success GP and MIC II 4 | ||
| 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.
|
|
|
|
|
|
|
|
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.000002 per share of Luckin Coffee Inc., a Cayman Islands exempted company 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, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: September 9, 2026
| Centurium Holdings Ltd. | ||
| /s/ Hui Li | ||
| Name: | Hui Li | |
| Title: | Director | |
| HUI LI | ||
| /s/ Hui Li | ||
| Name: | Hui Li | |
| MUBADALA INVESTMENT COMPANY PJSC | ||
| /s/ Michael Benjamin Thorne | ||
| Name: | Michael Benjamin Thorne | |
| Title: | Authorized Signatory | |
| MIC INDUSTRIAL INVESTMENTS 4 RSC LTD | ||
| /s/ Hernan Daniel Pellegrini | ||
| Name: | Hernan Daniel Pellegrini | |
| Title: | Director | |
EXHIBIT 99.2
DIRECTORS AND EXECUTIVE OFFICERS OF MUBADALA INVESTMENT COMPANY PJSC AND MIC INDUSTRIAL INVESTMENTS 4 RSC LTD
The name, present principal occupation or employment, and citizenship of each of the directors and, if applicable, the executive officers of Mubadala Investment Company PJSC and MIC Industrial Investments 4 RSC Ltd are set forth below. Each individual’s business address is P.O. Box 45005, Abu Dhabi, United Arab Emirates.
Mubadala Investment Company PJSC
| Name | Present Principal Occupation or Employment | Citizenship | ||
| Directors | ||||
| His Highness Sheikh Mansour bin Zayed Al Nahyan | Vice President, Deputy Prime Minister and Minister of the Presidential Court of the United Arab Emirates, Chairman | UAE | ||
| His Highness Sheikh Theyab bin Mohamed Al Nahyan | Member | UAE | ||
| His Excellency Khaldoon Khalifa Al Mubarak | Managing Director and Group Chief Executive Officer, Mubadala Investment Company | UAE | ||
| His Excellency Dr. Sultan Ahmed Al Jaber | Minister of Industry and Advanced Technology, Member | UAE | ||
| His Excellency Suhail Mohamed Faraj Al Mazrouei | Cabinet Member and Minister of Energy & Infrastructure | UAE | ||
| His Excellency Saif Saeed Al Ghobash | Secretary-General of Abu Dhabi Executive Council, Member | UAE | ||
| His Excellency Abdulhamid Mohammed Saeed | Member | UAE | ||
| Executive Officers | ||||
| His Excellency Khaldoon Khalifa Al Mubarak | Managing Director and Group Chief Executive Officer | UAE | ||
| Waleed Al Mokarrab Al Muhairi | Deputy Group Chief Executive Officer | UAE | ||
| Homaid Abdulla Al Shimmari | Deputy Group CEO, Chief Corporate & Human Capital Officer | UAE | ||
| Carlos Antoine Obeid | Chief Financial Officer | UAE | ||
| Samer Saleh Halawa | Chief Legal Officer | UAE | ||
| Camilla Macapili Languille | Co-CEO, Private Equity | Canada | ||
| Luca Molinari | Co-CEO, Private Equity | Italy | ||
| Hani Ahmed Hussain Barhoush | Chief Executive Officer, Credit and Special Situations and Managing Director and CEO, Mubadala Capital | UAE | ||
| Dr. Bakheet Saeed Bakheet Salem Al Katheeri | Chief Executive Officer, UAE Investments | UAE | ||
| Ahmed Saeed Al Calily | Chief Strategy and Risk Officer | UAE | ||
| Saeed Mohamed Al Mazrouei | Managing Director and CEO, Abu Dhabi Investment Counsel | UAE | ||
| Khaled Salem Al Shamlan Al Marri | Chief Executive Officer, Real Assets | UAE |
MIC Industrial Investments 4 RSC Ltd
| Name | Present Principal Occupation or Employment | Citizenship | ||
| Directors | ||||
| Rajesh Gopalakrishnan | Director | India | ||
| Hernan Daniel Pellegrini | Director | Argentina | ||
| Mina Abdulla Najemaldeen Abdulla Hamoodi | Director | UAE |
Exhibit 99.3
INVESTMENT AGREEMENT
This INVESTMENT AGREEMENT (this “Agreement”), dated September 5, 2026 is entered into by and amongst (a) solely for purposes of Sections 1, 3, 4 and 5, Centurium Holdings Ltd. (“Centurium Holdings”), (b) CCM Success Limited (the “General Partner”), as the general partner of CCM Success L.P., a Cayman Islands exempted limited partnership (the “Partnership”) and (c) MIC Industrial Investments 4 RSC Ltd (the “Investor”). Reference is made to the amended and restated agreement of exempted limited partnership of the Partnership, as amended, restated, supplemented, waived or otherwise modified from time to time (the “Partnership Agreement”). Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Partnership Agreement.
WHEREAS, the General Partner (and with respect to Sections 1, 3, 4 and 5 only, Centurium Holdings) has agreed to provide certain undertakings in connection with the Transaction as contemplated by the Transaction Agreements;
NOW THEREFORE, the General Partner, Centurium Holdings (with respect to Sections 1, 3, 4 and 5 only) and the Investor agree as follows:
1. Board Nomination Rights. For so long as the Investor continues to hold, directly or indirectly (including through the Partnership and/or the Intermediate Holding Entity) at least 5% of the total issued and outstanding shares of the Portfolio Company (on an as-converted basis) and the Investor is not a Defaulting Partner (such conditions, the “Board Nomination Conditions”), the Investor shall be entitled to nominate one (1) individual (the “Investor Nominee”) to serve on the board of directors of the Portfolio Company (the “Portfolio Company Board”) in accordance with the following sentence. For so long as the Board Nomination Conditions are met, to the extent that (i) the Investor has notified the General Partner or its Affiliates of the identity of the Investor Nominee in writing, (ii) the Investor Nominee has completed the know-your-client, anti-money laundering or similar diligence requirements of the Portfolio Company to the Portfolio Company’s reasonable satisfaction, and (iii) the Investor Nominee has not already been appointed to the Portfolio Company Board at a board meeting or by written consent of the other directors of the Portfolio Company Board within sixty (60) days following the later of (x) receipt by the General Partner or its Affiliates of the notice in clause (i) and (y) the Transaction Closing Date, the General Partner and Centurium Holdings shall, and shall cause their Affiliates (including, for the avoidance of doubt, Centurium Investment Limited) to, as soon as reasonably practicable (a) submit the appointment of the Investor Nominee to the Portfolio Company Board and the shareholders of the Portfolio Company for approval, and (b) vote or cause to be voted all shares of the Portfolio Company over which they and their Affiliates have voting power in favour of the appointment of the Investor Nominee to the Portfolio Company Board. The Investor shall have the right, from time to time (and for so long as the Board Nomination Conditions are met), to remove the Investor Nominee and designate a replacement Investor Nominee in accordance with the terms of this provision, and the General Partner and Centurium Holdings shall, and shall cause their Affiliates (including, for the avoidance of doubt, Centurium Investment Limited) to, take all actions described in this provision (including submitting such removal and replacement to the Portfolio Company Board and the shareholders of the Portfolio Company for approval, and voting or causing to be voted all shares of the Portfolio Company over which they and their Affiliates have voting power) as promptly as practicable to effect such removal and replacement. If any Board Nomination Condition ceases to be met, the Investor shall procure the Investor Nominee to resign from the Portfolio Company Board and, for as long as such Board Nomination Condition is not met, the Investor shall not have the right to nominate any individual for consideration to serve on the Portfolio Company Board.
2. Class B Shares Ownership Undertaking. The General Partner undertakes to the Limited Partners that the General Partner shall procure that Centurium Investment Limited shall maintain its legal and beneficial ownership in all of the Class B Shares in the Portfolio Company held as of the Transaction Closing Date prior to the Partnership completing a full disposal of its Portfolio Company securities, save for any disposal which has received the prior written approval of the Limited Partners holding a majority of the aggregate Commitments held by such Persons; provided that the foregoing undertaking shall not apply to any involuntary transfer as a result of the enforcement of any share security pursuant to any debt financing arrangement in relation to such Class B Shares.
3. Effectiveness; Term. This Agreement and all covenants and agreements contained herein (other than this Section 3, which shall become effective as of the date hereof) shall become effective upon the completion of the acquisition of the Portfolio Company securities by the Intermediate Holding Entity in accordance with the Transaction Agreements. This Agreement shall terminate upon the earlier of the date on which (i) the Partnership and/or the Intermediate Holding Entity ceases to hold any Portfolio Company securities and (ii) the Investor (or its Affiliates) ceases to hold any Limited Partner interest in the Partnership.
4. Third Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Person that is not a party hereto and this Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto, and it does not create or establish any third party beneficiary hereto; provided that Section 2 of this Agreement is made for the benefit of the Limited Partners and shall be enforceable by the Limited Partners holding a majority of the aggregate Commitments held by such Persons as if such Limited Partners were parties hereto.
5. Miscellaneous. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The terms of this Agreement shall be binding upon, and inure to the benefit of the Partnership and its successors and assigns. No term or provision of this Agreement may be amended, changed, waived, discharged or terminated, except by a written instrument signed by the General Partner, the Limited Partners holding a majority of the aggregate Commitments held by such Persons and with respect to Sections 1, 3, 4 and 5 only, Centurium Holdings. This Agreement shall in all respects be governed by, and construed in accordance with the internal laws and judicial decisions (as opposed to conflict of law provisions) of the Cayman Islands, including all matters of construction, validity and performance. In the event of a conflict between the provisions of this Agreement and the Partnership Agreement or the letter agreement entered into by the Investor and the General Partner as of the date hereof, the provisions of this Agreement shall control. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. The rights and obligations arising under this Agreement may not be assigned by the Investor without the prior written consent of the General Partner; provided that, the General Partner shall not withhold such consent in relation to an assignment of this Agreement to any Affiliate of the Investor to whom the Investor has assigned all of their Limited Partner interest in the Partnership.
* * * * *
IN WITNESS WHEREOF, the undersigned have executed and unconditionally delivered this Agreement as a deed with effect from the date first above written.
| CCM SUCCESS LIMITED | |||
| in the presence of: | EXECUTED AS A DEED | ||
| /s/ Nina Li | By: | /s/ Chan Fai Hung | |
| Witness | Name: | Chan Fai Hung | |
| Title: | Director | ||
| CENTURIUM HOLDINGS LTD. (solely for purposes of Sections 1, 3, 4 and 5) | |||
| in the presence of: | EXECUTED AS A DEED | ||
| /s/ Cindy Zhang | By: | /s/ Hui Li | |
| Witness | Name: | Hui Li | |
| Title: | Director | ||
| MIC INDUSTRIAL INVESTMENTS 4 RSC LTD | |||
| in the presence of: | EXECUTED AS A DEED | ||
| /s/ Basma M. A. Ayoub Ayoub | By: | /s/ Mohamed Albadrsharif Shaikh Abubaker Alshateri | |
| Witness | Name: | Mohamed Albadrsharif Shaikh Abubaker Alshateri | |
| Title: | Authorized Signatory | ||
| in the presence of: | EXECUTED AS A DEED | ||
| /s/ Basma M. A. Ayoub Ayoub | By: | /s/ Hernan Daniel Pellegrini | |
| Witness | Name: | Hernan Daniel Pellegrini | |
| Title: | Authorized Signatory | ||