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United States securities and exchange commission logo
August 30, 2022
Reinout Schakel
Chief Financial Officer and Chief Strategy Officer
Luckin Coffee Inc.
28th Floor, Building T3, Haixi Jingu Plaza
1-3 Taibei Road
Siming District, Xiamen City, Fujian
People s Republic of China, 361008
Re: Luckin Coffee Inc.
Form 20-F for
Fiscal Year Ended December 31, 2021
Response Dated
August 2, 2022
File No. 001-38896
Dear Mr. Schakel:
We have reviewed your August 2, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 7, 2022 letter.
Response Dated August 2, 2022
General
1. Please note that our
prior comments 1-15 concerned information that should be
prominently disclosed
in the Key Information section of your annual report. However, we
note that your
responses to comments 1-15 seem to suggest that at least some of the
revisions would be made
in the Risk Factor section instead of the Key Information
section. For the
avoidance of doubt, please make the revisions in the Key Information
section.
Reinout Schakel
FirstName LastNameReinout Schakel
Luckin Coffee Inc.
Comapany
August 30, NameLuckin
2022 Coffee Inc.
August
Page 2 30, 2022 Page 2
FirstName LastName
2. We note your responses to comments 5 and 6. Please revise your summary
risk factors to
reflect the risks associated with cash in the business that is in the
PRC or a PRC entity and
whether there are limitations on your ability to transfer cash. In
this regard, we note your
second to last summary risk factor in the section titled "Risks
Relating to Doing Business
in China." Please revise to reflect that such funds may may not be
available for use
outside of the PRC and highlight the specific limitations on your
ability to transfer cash.
Also, please revise your summary risk factors so that each summary
risk factor in the
"Risks Relating to Doing Business in China" contains a cross-reference
to the more
detailed risk factor disclosed in Item 3.D. Risk Factors.
3. We note your response to comment 8, particularly the following
proposed sentence:
"We exercise effective control over the VIE through contractual
arrangements, not
equity ownership." Any references to control should be limited to a
clear description of
the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP. Please
revise your disclosure accordingly.
4. We note your response to comment 10. Please update the summary risk
factors, in the
section titled "Risks Relating to Doing Business in China" to disclose
the risks that your
corporate structure and being based in or having the majority of the
company s operations
in China poses to investors. In particular, describe the significant
regulatory, liquidity,
and enforcement risks with cross-references to the more detailed
discussion of these risks
in the filing. For example, specifically discuss risks arising from
the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of the securities you are registering for sale. Acknowledge any risks
that any actions by
the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless. Each
summary risk factor in the "Risks Relating to Doing Business in China"
section should
include an individual cross-reference to the more detailed risk factor
disclosed in Item
3.D. Risk Factors.
5. We note your responses to comments 11 and 12. Please name your PRC
counsel in your
disclosure.
6. We note your response to comment 14. Please include the condensed
consolidating
schedule in your next annual report on Form 20-F.
7. We note your response to comment 18. Please revise to name your PRC
legal counsel,
and please remove the materiality qualifier with respect to your
compliance with the
regulations and policies issued by the CAC to date.
Reinout Schakel
Luckin Coffee Inc.
August 30, 2022
Page 3
8. We note your response to comment 19, including your cross-reference to
Item 6.
Directors, Senior Management and Employees - 6.A Directors and Senior
Management
for the names of your executive officers. However, please revise your
disclosure to name
the individual directors, officers, or members of senior management that
reside within or
are PRC nationals.
9. Please update your disclosure about the Holding Foreign Companies
Accountable
Act throughout your filing to add that on August 26, 2022, the Public
Company
Accounting Oversight Board (PCAOB) signed a Statement of Protocol with
the China
Securities Regulatory Commission and the Ministry of Finance of the
People's Republic
of China, taking the first step toward opening access for the PCAOB to
inspect and
investigate registered public accounting firms headquartered in mainland
China and Hong
Kong.
Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202)
551-8071 with any
questions.
Sincerely,
FirstName LastNameReinout Schakel
Division of
Corporation Finance
Comapany NameLuckin Coffee Inc.
Office of Trade &
Services
August 30, 2022 Page 3
cc: Li He
FirstName LastName