Correspondence 0001104659-25-034802 from Chagee Holdings Ltd. (CHA)
Chagee Holdings Ltd.
Date: April 14, 2025 · CIK: 0002013649 · Accession: 0001104659-25-034802
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-42598, 333-286081
Letter
April 14 ,
VIA EDGAR
Stephen Kim
Suying Li
Rebekah Reed
Taylor Beech
Division of Corporation Finance Office of Technology
Securities and Exchange Commission 100 F Street, N.E.
Washington, D.C. 20549
Re: Chagee Holdings Limited (CIK: 0002013649) Registration Statement on Form F-1 (File No. 333-286081) Registration Statement on Form 8-A (File No. 001-42598)
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Chagee Holdings Limited (the " Company ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on April 16, 2025 or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the " Registration Statements ").
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Davis Polk & Wardwell LLP.
The Company understands that the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the " Commission ") today.
The Company hereby acknowledges the following:
· should the Commission or the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[ Signature page follows ]
Yours sincerely,
Chagee Holdings Limited
By: /s/ Junjie Zhang
Name: Junjie Zhang
Title: Chairman of the Board, Chief Executive Officer
[Signature Page to Issuer Acceleration Request]
Show Raw Text
CORRESP 1 filename1.htm April 14 , 2025 VIA EDGAR Stephen Kim Suying Li Rebekah Reed Taylor Beech Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chagee Holdings Limited (CIK: 0002013649) Registration Statement on Form F-1 (File No. 333-286081) Registration Statement on Form 8-A (File No. 001-42598) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Chagee Holdings Limited (the " Company ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on April 16, 2025 or as soon thereafter as practicable. The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the " Registration Statements "). If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Davis Polk & Wardwell LLP. The Company understands that the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the " Commission ") today. The Company hereby acknowledges the following: · should the Commission or the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [ Signature page follows ] Yours sincerely, Chagee Holdings Limited By: /s/ Junjie Zhang Name: Junjie Zhang Title: Chairman of the Board, Chief Executive Officer [Signature Page to Issuer Acceleration Request]