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April 2, 2025
Junjie Zhang
Chief Executive Officer
Chagee Holdings Limited
Tower B, Hongqiao Lianhe Building
No. 99 Kaihong Road
Changning District, Shanghai
People s Republic of China, 200051
Re: Chagee Holdings Limited
Registration Statement on Form F-1
Filed March 25, 2025
File No. 333-286081
Dear Junjie Zhang:
We have reviewed your registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed March 25, 2025
Description of Share Capital
Ordinary Shares
Conversion Rights, page 156
1. Please disclose the circumstances under which conversion of the Class B
ordinary
shares into Class A ordinary shares is mandatory, as set forth in
Section 59(d)(ii) of
the Fourth Amended and Restated Memorandum and Articles of Association.
Provide
this disclosure where you discuss the dilution risks associated with
your dual-class
share structure at page 66 as well.
April 2, 2025
Page 2
Notes to the Consolidated Financial Statements
2. Significant Accounting Policies
(hh) Segment Reporting, page F-26
2. You state on page F-27 that you have adopted ASU 2023-07 in the
consolidated
financial statements for the year ended December 31, 2024. Please tell
us your
consideration for disclosing the information required in ASC
280-10-50-20 through
50-31.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Stephen Kim at 202-551-3291 or Suying Li at 202-551-3335
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Li He