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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 Ltd. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Coatue Management, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,174,115.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Philippe Laffont | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,174,115.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Coatue Growth Fund V LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,174,115.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Chagee Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, People's Republic of China, 200051 | |
| Item 2. | ||
| (a) | Name of person filing:
Coatue Management, L.L.C.
Philippe Laffont
Coatue Growth Fund V LP | |
| (b) | Address or principal business office or, if none, residence:
Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019
Philippe Laffont
c/o Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019
Coatue Growth Fund V LP
c/o Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019 | |
| (c) | Citizenship:
Coatue Management, L.L.C. - Delaware
Philippe Laffont - United States of America
Coatue Growth Fund V LP - Delaware | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.0001 | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Coatue Management, L.L.C. - 6,174,115
Philippe Laffont - 6,174,115
Coatue Growth Fund V LP - 6,174,115 | |
| (b) | Percent of class:
Coatue Management, L.L.C. - 5.2%
Philippe Laffont - 5.2%
Coatue Growth Fund V LP - 5.2% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Coatue Management, L.L.C. - 0
Philippe Laffont - 0
Coatue Growth Fund V LP - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Coatue Management, L.L.C. - 6,174,115
Philippe Laffont - 6,174,115
Coatue Growth Fund V LP - 6,174,115 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Coatue Management, L.L.C. - 0
Philippe Laffont - 0
Coatue Growth Fund V LP - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Coatue Management, L.L.C. - 6,174,115
Philippe Laffont - 6,174,115
Coatue Growth Fund V LP - 6,174,115 | ||
| 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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| 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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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification |