If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 139,417,416 Class A Ordinary Shares and 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B Ordinary Shares and 295,384,615 Preferred Shares (as defined below). Each of the Class B Ordinary Shares and the Preferred Shares is convertible at the election of the Reporting Person into one Class A Ordinary Share. The percent of class is calculated 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 (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 139,417,416 Class A Ordinary Shares and 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B Ordinary Shares and 295,384,615 Preferred Shares (as defined below). Each of the Class B Ordinary Shares and the Preferred Shares is convertible at the election of the Reporting Person into one Class A Ordinary Share. The percent of class is calculated 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 (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 139,417,416 Class A Ordinary Shares and 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B Ordinary Shares and 295,384,615 Preferred Shares (as defined below). Each of the Class B Ordinary Shares and the Preferred Shares is convertible at the election of the Reporting Person into one Class A Ordinary Share. The percent of class is calculated 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 (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities represent 139,417,416 Class A Ordinary Shares and 431,556,615 Class A Ordinary Shares issuable upon conversion of 136,172,000 Class B Ordinary Shares and 295,384,615 Preferred Shares (as defined below). Each of the Class B Ordinary Shares and the Preferred Shares is convertible at the election of the Reporting Person into one Class A Ordinary Share. The percent of class is calculated 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 (as defined below).


SCHEDULE 13D


 
Centurium Holdings Ltd.
 
Signature:/s/ Hui Li
Name/Title:Hui Li / Director
Date:09/09/2026
 
Hui Li
 
Signature:/s/ Hui Li
Name/Title:Hui Li
Date:09/09/2026
 
MIC Industrial Investments 4 RSC Ltd
 
Signature:/s/ Hernan Daniel Pellegrini
Name/Title:Hernan Daniel Pellegrini / Director
Date:09/09/2026
 
Mubadala Investment Company PJSC
 
Signature:/s/ Michael Benjamin Thorne
Name/Title:Michael Benjamin Thorne / Authorized Signatory
Date:09/09/2026

 

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