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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 Limited (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
XVC Fund II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,145,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
XVC SSF II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,405.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
XVC Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,237,019.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Qanttea LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,291.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.10 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Youth Power Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,291.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.10 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,644,404.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Putian Aikesi Coordinate Investment Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,444,589.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.20 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Boyu Hu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
34,265,303.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Chagee Holdings Limited | |
| (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:
(i) XVC Fund II LP ("XVC Fund II")
(ii) XVC SSF II LP ("XVC SSF II")
(iii) XVC Management Ltd. ("XVC Management")
(iv) Qanttea LP
(v) Youth Power Limited
(vi) Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership) ("Ningbo Ecksi Solution Investment")
(vii) Putian Aikesi Coordinate Investment Partnership (Limited Partnership) ("Putian Aikesi Coordinate Investment")
(viii) Boyu Hu | |
| (b) | Address or principal business office or, if none, residence:
(i) XVC Fund II: 4th Floor, Harbour Pl, 103 S Church St, PO BOX 10240, Grand Cayman KY1-1002, Cayman Islands
(ii) XVC SSF II: Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands
(iii) XVC Management: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands
(iv) Qanttea LP: C/O Harneys Corporate Services Limited Craigmuir Chambers, P.O. Box 71, Road Town, Tortola VG-1110, British Virgin Islands
(v) Youth Power Limited: Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands
(vi) Ningbo Ecksi Solution Investment: Unit B0405, Area A, Room 401, Building 1, No. 88 Qixing Road, Meishan, Beilun District, Ningbo City, Zhejiang Province, China
(vii) Putian Aikesi Coordinate Investment: Room 501, Building 2, No. 917 Liyuan Middle Road, Gongchen Sub-district, Licheng District, Putian City, Fujian Province, China
(viii) Boyu Hu: 6 BATTERY ROAD, #17-06SIX BATTERY ROAD, SINGAPORE(049909) | |
| (c) | Citizenship:
(i) XVC Fund II: Cayman Islands
(ii) XVC SSF II: Cayman Islands
(iii) XVC Management: Cayman Islands
(iv) Qanttea LP: British Virgin Islands
(v) Youth Power Limited: British Virgin Islands
(vi) Ningbo Ecksi Solution Investment: China
(vii) Putian Aikesi Coordinate Investment: China
(viii) Boyu Hu: China | |
| (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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
XVC Fund II directly holds 22,145,614 Class A ordinary shares.
XVC SSF II directly holds 1,091,405 Class A ordinary shares.
Qanttea LP directly holds 4,939,291 Class A ordinary shares.
Ningbo Ecksi Solution Investment directly holds 4,644,404 Class A ordinary shares.
Putian Aikesi Coordinate Investment directly holds 1,444,589 Class A ordinary shares.
XVC Management is the ultimate controller of both XVC Fund II and XVC SSF II and, as such, may exercise voting and dispositive power over an aggregate of 23,237,019 Class A ordinary shares held by XVC Fund II and XVC SSF II.
Youth Power Limited may exercise voting and dispositive power over the 4,939,291 Class A ordinary shares held by Qanttea LP.
Boyu Hu is the director of both XVC Management and Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by these entities. Boyu Hu also ultimately controls Ningbo Ecksi Solution Investment and Putian Aikesi Coordinate Investment and, as such, may exercise voting and dispositive power over an additional 6,088,993 Class A ordinary shares held by these entities. In total, Boyu Hu may exercise voting and dispositive power over 34,265,303 Class A ordinary shares directly held by XVC Fund II, XVC SSF II, Qanttea LP, Ningbo Ecksi Solution Investment, and Putian Aikesi Coordinate Investment. | |
| (b) | Percent of class:
XVC Fund II beneficially owns 18.38% of the outstanding Class A ordinary shares, 11.92% of the total outstanding ordinary shares, and 2.86% of the aggregate voting power.
XVC SSF II beneficially owns 0.91% of the outstanding Class A ordinary shares, 0.59% of the total outstanding ordinary shares, and 0.14% of the aggregate voting power.
Qanttea LP beneficially owns 4.10% of the outstanding Class A ordinary shares, 2.66% of the total outstanding ordinary shares, and 0.64% of the aggregate voting power.
Ningbo Ecksi Solution Investment beneficially owns 3.85% of the outstanding Class A ordinary shares, 2.50%of the total outstanding ordinary shares, and 0.60% of the aggregate voting power.
Putian Aikesi Coordinate Investment beneficially owns 1.20% of the outstanding Class A ordinary shares, 0.78% of the total outstanding ordinary shares, and 0.19%of the aggregate voting power.
XVC Management is the ultimate controller of both XVC Fund II and XVC SSF II and, as such, in the aggregate beneficially owns 19.29% of the outstanding Class A ordinary shares, 12.51% of the total outstanding ordinary shares, and 3.01% of the aggregate voting power.
Youth Power Limited is the ultimate controller of Qanttea LP and, as such, beneficially owns 4.10% of the outstanding Class A ordinary shares, 2.66% of the total outstanding ordinary shares, and 0.64% of the aggregate voting power.
Boyu Hu is the director of both XVC Management and Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by these entities. Boyu Hu also ultimately controls Ningbo Ecksi Solution Investment and Putian Aikesi Coordinate Investment and, as such, in total beneficially owns 28.44% of the outstanding Class A ordinary shares, 18.45% of the total outstanding ordinary shares, and 4.43% of the aggregate voting power.
The above-mentioned percents of class are calculated based on 120,478,383 outstanding Class A ordinary shares and 65,274,107outstanding Class B ordinary shares as reported in the Issuer's Prospectus %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
XVC Fund II holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
XVC SSF II holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Qanttea LP holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Ningbo Ecksi Solution Investment holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Putian Aikesi Coordinate Investment holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
XVC Management holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Youth Power Limited holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Boyu Hu holds no Class A ordinary shares with sole voting power or the ability to direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
XVC Fund II holds 22,145,614 Class A ordinary shares with shared voting power or the ability to direct the vote.
XVC SSF II holds 1,091,405 Class A ordinary shares with shared voting power or the ability to direct the vote.
Qanttea LP holds 4,939,291 Class A ordinary shares with shared voting power or the ability to direct the vote.
Ningbo Ecksi Solution Investment holds 4,644,404 Class A ordinary shares with shared voting power or the ability to direct the vote.
Putian Aikesi Coordinate Investment holds 1,444,589 Class A ordinary shares with shared voting power or the ability to direct the vote.
XVC Management holds 23,237,019 Class A ordinary shares with shared voting power or the ability to direct the vote.
Youth Power Limited holds 4,939,291 Class A ordinary shares with shared voting power or the ability to direct the vote.
Boyu Hu holds 34,265,303 Class A ordinary shares with shared voting power or the ability to direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
XVC Fund II holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
XVC SSF II holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Qanttea LP holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Ningbo Ecksi Solution Investment holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Putian Aikesi Coordinate Investment holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
XVC Management holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Youth Power Limited holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Boyu Hu holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. | ||
| (iv) Shared power to dispose or to direct the disposition of:
XVC Fund II holds 22,145,614 Class A ordinary shares with shared power to dispose of or direct the disposition of.
XVC SSF II holds 1,091,405 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Qanttea LP holds 4,939,291 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Ningbo Ecksi Solution Investment holds 4,644,404 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Putian Aikesi Coordinate Investment holds 1,444,589 Class A ordinary shares with shared power to dispose of or direct the disposition of.
XVC Management holds 23,237,019 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Youth Power Limited holds 4,939,291 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Boyu Hu holds 34,265,303 Class A ordinary shares with shared power to dispose of or direct the disposition of. | ||
| 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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Joint Filing Agreement |