As filed with the Securities and Exchange Commission on May 16, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Chagee Holdings Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
Tower B, Hongqiao Lianhe Building No. 99 Kaihong Road Changning District, Shanghai People’s Republic of China, 200051 +86 186 8893 0014 |
||
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||
Public Company Share Incentive Plan
(Full titles of the plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
Telephone: +1 212 947 7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | x | Smaller reporting company | ¨ | |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
| Junjie Zhang | Li He, Esq. | |
| Chief Executive Officer | ||
|
Chagee Holdings Limited Tower B, Hongqiao Lianhe Building No. 99 Kaihong Road Changning District, Shanghai People’s Republic of China, 200051 +86 186 8893 0014 |
Davis Polk & Wardwell LLP c/o 18th Floor The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533 3300 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 8. Exhibits.
See the Index to Exhibits attached hereto.
1
EXHIBIT INDEX
* Filed herewith.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on May 16, 2025.
| Chagee Holdings Limited | ||
| By: | /s/ Junjie Zhang | |
| Name: | Junjie Zhang | |
| Title: | Chairman of the Board and Chief Executive Officer | |
3
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Junjie Zhang as his true and lawful attorney-in-fact and agent with the full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on May 16, 2025.
| Signature | Title | |
| /s/ Junjie Zhang |
Chairman of the Board Chief Executive Officer (Principal Executive Officer) | |
| Junjie Zhang | ||
| /s/ Dengfeng Yin | Director, Chief Operating Officer | |
| Dengfeng Yin | ||
| /s/ Mian Lu | Director, Vice President | |
| Mian Lu | ||
| /s/ Yong Zhang | Director | |
| Yong Zhang | ||
| /s/ Yifan Li | Independent Director | |
| Yifan Li | ||
| /s/ Taisu Zhang | Independent Director | |
| Taisu Zhang | ||
| /s/ Yi Wang | Independent Director | |
| Yi Wang | ||
| /s/ Hongfei Huang (Aaron) | Chief Financial Officer | |
| Hongfei Huang (Aaron) | (Principal Financial Officer and Principal Accounting Officer) |
4
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Chagee Holdings Limited, has signed this registration statement or amendment thereto in New York on May 16, 2025.
| Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: |
Senior Vice President on behalf of Cogency Global Inc. | |
5
Exhibit 5.1
| Our ref | YCU/818116-000002/32250852v2 |
Chagee Holdings Limited
15/F, IFS Building 2
Hong Xing Road
Jinjiang District
Chengdu, Sichuan
People's Republic of China
16 May 2025
Dear Sir or Madam
Chagee Holdings Limited (the "Company")
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") on 16 May 2025 (the "Registration Statement") relating to the registration under the United States Securities Act of 1933, as amended, (the "Securities Act") of 28,061,349 Class A ordinary shares, par value US$0.0001 per share (the "Shares"), issuable by the Company pursuant to the Company's Public Company Share Incentive Plan (the "Plan").
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 20 March 2025 and effective immediately prior to the completion of the Company's initial public offering of American Depositary Shares representing its Class A Ordinary Shares (the "Memorandum and Articles"), and the written resolutions of the board of directors of the Company dated 29 February 2024 and 20 March 2025 (the "Resolutions").
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase "non-assessable" means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly passed in the manner prescribed in the memorandum and articles of association of the Company effective at the relevant time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (h) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 11, 2025, with respect to the consolidated financial statements of Chagee Holdings Limited, incorporated herein by reference.
/s/ KPMG Huazhen LLP
Beijing, China
May 16, 2025
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
Chagee Holdings Limited
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered Securities
Security
|
Security
Class |
Fee
|
Amount
|
Proposed
|
Maximum
|
Fee Rate |
Amount
of | ||
| Fees to Be Paid | Equity | Class A ordinary shares, par value $0.0001 per share(1) | Rule 457(c) and Rule 457(h) | 10,932,281(3) | $2.3576(3) | $25,773,945.69 | 0.00015310 | $3,946.0 | |
| Fees to Be Paid | Equity | Class A ordinary shares, par value $0.0001 per share(1) | Rule 457(c) and Rule 457(h) | 17,129,068(4) | $32.0(5) | $548,130,176 | 0.00015310 | $83,918.73 | |
| Total Offering Amounts | 28,061,349 | $573,904,121.69 | $87,864.73 | ||||||
| Total Fee Offsets | $0 | ||||||||
| Net Fee Due | $87,864.73 |
| (1) | These ordinary shares may be represented by American Depositary Shares (“ADSs”), each of which represents one Class A ordinary share of the registrant (“Shares”). ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-286358). | |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such additional Shares or ADSs of the registrant as may hereafter be offered or issued by reason of any share or ADS dividend, share or ADS split, bonus issue, recapitalization or similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding Shares or ADSs. | |
| (3) | Represents Shares issuable upon the exercise of the options previously granted under the Public Company Share Incentive Plan (the “Plan”) as of the date of this registration statement. The maximum offering price per share represents the weighted average exercise price of the options which have been already granted and are outstanding under the Plan, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act. To the extent outstanding awards under the Plan terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares of Class A ordinary shares, the shares subject to such awards will, instead, be available for grant under the Plan. | |
| (4) | Represents 17,129,068 additional Shares reserved for future award grants under the Plan. The initial maximum aggregate number of Shares that may be issued pursuant to all awards (including Incentive Share Options as defined under the Plan) is 28,061,349 Shares (such number, as may be increased from time to time according to below, the “Share Limit”). Effective from and after the completion of our initial public offering on April 21, 2025, such Share Limit will be increased automatically on January 1 of a calendar year, if and when the Shares reserved as of December 31 of the immediately preceding calendar year account for less than 1% of the total then-issued and outstanding Shares on an as-converted basis on the same date, as a result of which increase the Share Limit immediately after each such increase shall equal 5% of the then issued and outstanding Shares on an as-converted basis on December 31 of the immediately preceding calendar year. For the sake of clarification, the Share Limit as of the date of this Registration Statement is 28,061,349 Shares. Notwithstanding the foregoing, to the extent any awards granted pursuant to the Registrant’s Plan terminates, expires, lapses or forfeited for any reason, Shares subject to such awards shall also become available to the grant of an award pursuant to the Plan. To the extent that the increased Share Limit exceeds the number of Shares registered on this registration statement, the Registrant will file a new registration statement to register the additional Shares. | |
| (5) | The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$32.0 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Select Market on May 9, 2025 and adjusted for the Share-to-ADS ratio. |