SecProbe.io

CORRESP
 1
 filename1.htm

 Citigroup Global Markets Inc.

 388 Greenwich Street

 New York, NY 10013

 U.S.A.

 Morgan Stanley Asia Limited

 Level 46, International Commerce Centre

 1 Austin Road West, Kowloon

 Hong Kong

 Deutsche Bank AG, Hong Kong Branch

 60/F, International Commerce Centre,

 1 Austin Road West, Kowloon

 Hong Kong

 As representatives of the underwriters

 VIA EDGAR

 April 14, 2025

 Stephen Kim

 Suying Li

 Rebekah Reed

 Taylor Beech

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Chagee Holdings Limited (the "Company") Registration Statement on Form F-1, as amended (File No. 333-286081) Registration Statement on Form 8-A (File No. 001-42598)

 Dear Ladies and Gentlemen:

 We hereby join the Company's
request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30 p.m., Eastern Time on April 16,
2025, or as soon thereafter as is practicable.

 Pursuant to Rule 460
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we will
take reasonable steps to secure adequate distribution of the preliminary prospectus, dated April 10, 2025, to underwriters, institutional
investors, dealers and others prior to the requested effective time of the Registration Statements.

 The undersigned advise that
the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 Citigroup Global Markets Inc.

 Morgan Stanley Asia Limited

 Deutsche Bank AG, Hong Kong Branch

 As representatives of the underwriters

 Citigroup Global Markets Inc.

 By:
 /s/ Xinyu Liu

 Name:
 Xinyu Liu

 Title:
 Managing Director

 Morgan Stanley Asia Limited

 By:
 /s/ Lynn Dong

 Name:
 Lynn Dong

 Title:
 Managing Director

 Deutsche Bank AG, Hong Kong Branch

 By:
 /s/ Rui Wang

 Name:
 Rui Wang

 Title:
 Head of Investment Banking

 Coverage & Advisory,

 Greater China

 By:
 /s/ Nora Yeung

 Name:
 Nora Yeung

 Title:
 Co-Head of ECM, APAC

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]

CORRESP
 1
 filename1.htm

 Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong davispolk.com

 Resident Hong Kong Partners

 James C. Lin * Martin Rogers ** Miranda So *
 James Wadham ** Xuelin Wang *

 Hong Kong Solicitors * Also Admitted in New York ** Also Admitted in England and Wales

 April 14, 2025

 Re: Chagee
Holdings Limited (CIK: 0002013649) Responses to the Staff's Comments on the Amendment No. 2 to Registration Statement on Form
F-1 filed April 10, 2025

 Confidential

 Stephen Kim

 Suying Li

 Rebekah Reed

 Taylor Beech

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of our client, Chagee Holdings Limited (the " Company "),
a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company's amendment No. 3 to the registration
statement on Form F-1 (the " Amendment No. 3 to the Registration Statement ") and certain exhibits via EDGAR with the
Securities and Exchange Commission (the " Commission ").

 Concurrently with the filing of the Registration Statement, the Company
is hereby in this letter submitting its responses to the comments contained in the letter from the staff of the Commission (the " Staff ")
dated April 11, 2025 on the Company's amendment No. 2 to registration statement on Form F-1 filed on April 10, 2025 (the " Registration
Statement "). The Company has responded to the Staff's comments by revising the Registration Statement. The Staff's
comments are repeated below in bold, followed by the Company's responses to such comments. The Company has included page numbers
to refer to the location in the Amendment No. 3 to the Registration Statement where the language addressing a particular comment appears.

 The Company plans to request that the Registration Statement be declared
effective on April 16, 2025, subject to market conditions. The Company, together with the underwriters, will file joint acceleration requests
in time once the outstanding comments are resolved. The Company would greatly appreciate the Staff's assistance in meeting the proposed
timetable.

 * * * *

 Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

 Amendment No. 2 to Registration Statement on Form F-1 filed April
10, 2025

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Critical Accounting Estimates

 Fair value of our ordinary shares, page 99

 1. Please provide us an analysis with quantified explanations for the difference between the recent valuation of your ordinary shares
used for your share-based compensation awards on November 27, 2024 leading up to the IPO and the estimated offering price.

 The Company respectfully advises the Staff that it preliminarily
determined the preliminary price range for this offering to be US$26.0 to US$28.0 per Class A ordinary share (the " Preliminary
Price Range "), resulting in a mid-point price of US$27.0, or RMB197.08, per Class A ordinary share (the " IPO Mid-point
Price "). As is typical in IPOs, the Preliminary Price Range was not directly derived from a specific valuation model, but was
determined by discussions between the Company and the underwriters with reference to the underlying valuation model and other market-driven
factors. Accordingly, the Preliminary Price Range was determined mainly based upon (i) the Company's growth and earnings prospects,
(ii) performance of recent IPOs and subsequent stock trading performance of the Company's industry peers, and (iii) other inputs
received from the underwriters and investors. The increase of 92.8% in the valuation applied on November 27, 2024 of RMB102.21 per ordinary
share to the IPO Mid-point Price is mainly attributable to the following factors:

 · The IPO Mid-point Price was determined based solely on an IPO scenario and
does not incorporate probability weighting across multiple exit outcomes, in contrast to the Company's ordinary share valuation
in November 2024. Such earlier valuation reflected a range of potential outcomes-some of which assumed no IPO-and accordingly
resulted in a substantially lower fair value.

 o Following the CSRC's approval of the Company's filing for this offering in March 2025 (which was subject to
 significant uncertainty in November 2024), the filing of the preliminary prospectus, and the commencement of the roadshow, several
 valuation parameters were changed to reflect the increased certainty of an IPO. Specifically: (i) the probability of completing an
 IPO would increase from 70% to 100%, and (ii) the DLOM would decrease from 11% to 0%. If these updated assumptions had been applied in November 2024, the resulting fair value of the Company's ordinary
 shares would have been expected to increase by 12.8%.

 · The increase in the fair value of the Company's Class A ordinary shares
is also supported by a range of positive developments in the Company's operations and business / earnings outlook, particularly
in the first quarter of 2025, which formed the basis for the underwriters' advice to determining the Preliminary Price Range, among
other market-based factors (as discussed below). These developments indicate stronger-than-expected growth momentum and earnings prospect,
which justify an upward revision in the projected financial performance (as compared to the more conservative projection in November 2024):

 o the Company maintained steady organic growth, as evidenced by the continued expansion of its teahouse network, which was supported
by solid customer demand, successful market penetration, and launch of new products. As of the end of the first quarter of 2025, the number
of teahouses increased to 6,681, up from 6,440 as of December 31, 2024;

 o during the first quarter of 2025, the Company made meaningful progress in overseas expansion, driving the number of teahouses overseas
from 156 as of December 31, 2024 to 169 as of March 31, 2025, including successful entry into new emerging markets with attractive growth
potential such as Indonesia, which further diversified its revenue base and reinforced its growth outlook outside of China;

 April 14, 2025
 2

 o total GMV generated in China and overseas reached over RMB8,231 million in the first quarter of 2025 compared to RMB8,177 million
in the fourth quarter of 2024 and RMB5,962 million in the first quarter of 2024. This steady GMV growth supports a more positive growth
and profitability prospect compared to that observed in the last quarter of 2024, during which total GMV decreased sequentially from the
previous quarter ended September 30, 2024;

 o the Company launched nine new tea drinks after November 2024, all of which were well received by customers as evidenced by an aggregate
of 63.4 million cups sold in the first quarter of 2025, which underscores the Company's product development capability and consumer
engagement;

 o with continued business expansion, the Company continued to benefit from economies of scale and improvements in operational efficiency,
which further enhances the management's profitability outlook; and

 o
 the expectation that this offering will provide the Company with additional capital to continue growing its business, enhance the Company's
ability to access capital markets to finance the continuous development of its business, and raise the Company's profile among its customers
and shareholders.

 Notably, the November 2024 valuation was based on more
conservative business growth assumptions (resulting from a slowdown in teahouse network expansion and decreased total GMV during the
second half of 2024 as previously disclosed). However, based on the teahouse network expansion and GMV growth observed in the first
quarter of 2025, the management witnessed a stronger-than-expected recovery and growth trajectory, which led it to believe that the
business growth and earnings prospect for the rest of 2025 has improved as compared to the prior expectation in late 2024.
Accordingly, the Company has updated both its financial projections and discount rate (from 19% to 18%) used in the DCF method to
reflect a more optimistic outlook, leading to an additional increase in the estimated fair value of the Company's Class A
ordinary shares by 69.7%.

 · In addition, the trading performance of industry peers improved significantly
in the first quarter of 2025. Since January 1, 2025, two comparable PRC-based beverage chains listed on the Hong Kong Stock Exchange have
experienced significant increases in their price-to-earnings (P/E) ratios. The stock prices of these two peer companies increased by 45%
and 78% respectively from their first trading day to March 31, 2025. This positive development reflects an enhanced market sentiment towards
investing in the PRC tea drinks industry, contributing to the remaining portion of the increase in the estimated fair value of the Company's
Class A ordinary shares. Accordingly, the updated market benchmarks and improved valuation multiples were considered by the Company and
its underwriters in determining the Preliminary Price Range.

 · Last but not least, the Company received favorable indications of interest
from potential qualified investors during the "testing the waters" meetings conducted in connection with the IPO as disclosed
in the preliminary prospectus. Feedback from these qualified institutional investors suggested strong investor interest at a valuation
that is materially higher than previously contemplated. As such, the Preliminary Price Range reflects investor willingness to participate
in the IPO at a price that considers qualitative and quantitative factors that were not objectively measurable or explicitly reflected
in the Company's earlier valuations as a privately-held company.

 The Company has revised disclosures on page 99 and page 100
to incorporate the above analysis.

 Exhibit Index, page II-4

 2. Please file a revised legal opinion that includes the specific number of securities being registered, consistent with the prospectus
cover page and filing fee table.

 The Company respectfully advised the Staff that it has filed
a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered, consistent with the prospectus
cover page and filing fee table.

 * * * *

 April 14, 2025
 3

 If you have any questions regarding this submission,
please contact Li He at +852 2533-3306 (li.he@davispolk.com) and Kevin Zhang at +852 2533-3384 (kevin.zhang@davispolk.com).

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Li He

 Li He

 cc:
 Mr. Junjie Zhang, Chief Executive Officer

 Chagee Holdings Limited

 Ms. Shuang Zhao, Partner

 Cleary Gottlieb Steen & Hamilton LLP

 Mr. Allen Lu, Partner

 KPMG Huazhen LLP

 April 14, 2025
 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 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
 Amendment No. 2 to Registration Statement on Form F-1
 Filed April 10, 2025
 File No. 333-286081
Dear Junjie Zhang:

 We have reviewed your amended 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.

Amendment No. 2 to Registration Statement on Form F-1 filed April 10, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Fair value of our ordinary shares, page 98

1. Please provide us an analysis with quantified explanations for the
difference between
 the recent valuation of your ordinary shares used for your share-based
compensation
 awards on November 27, 2024 leading up to the IPO and the estimated
offering price.
Exhibit Index, page II-4

2. Please file a revised legal opinion that includes the specific number of
securities being
 registered, consistent with the prospectus cover page and filing fee
table.
 April 11, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Davis Polk &
 Wardwell
 Hong Kong Solicitors
 The Hong
 Kong Club Building
 3A Chater Road
 Hong Kong
 davispolk.com

 Resident Hong Kong Partners

 James C. Lin *
Martin Rogers **
Miranda So *

 James Wadham
 **
 Xuelin Wang
 *

 Hong Kong Solicitors
* Also Admitted in New York
** Also Admitted in England and Wales

 April
10, 2025

 Re:
 Chagee Holdings Limited (CIK: 0002013649) Amendment No.2 to the Registration
 Statement on Form F-1 filed April 10, 2025

 Stephen Kim

 Suying Li

 Rebekah Reed

 Taylor Beech

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of our client, Chagee Holdings Limited (the
 "Company"), a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company's
amendment No. 2 to the registration statement on Form F-1 (the "Amendment No. 2 to the Registration Statement") and
certain exhibits via EDGAR with the Securities and Exchange Commission.

 The Amendment No. 2 to the Registration Statement contains the estimated price range, and the Company commenced the road show on April
10, 2025 and plans to request effective time on April 16, 2025, subject to market conditions. The Company, together with the underwriters,
will file joint acceleration requests in time before the requested effective time once outstanding comments, if any, are resolved. The
Company would greatly appreciate the Staff's assistance in meeting the proposed timetable.

 * * * *

 Davis
Polk includes Davis Polk & Wardwell LLP and its associated entities.

 If
you have any questions regarding this submission, please contact Li He at +852 2533-3306 ( li.he@davispolk.com ) and Kevin
Zhang at +852 2533-3384 ( kevin.zhang@davispolk.com ).

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Li He

 Li
He

 cc:
 Mr. Junjie Zhang, Chief Executive Officer

 Chagee Holdings Limited

 Ms. Shuang Zhao, Partner

 Cleary Gottlieb Steen & Hamilton LLP

 Mr. Allen Lu, Partner

 KPMG Huazhen LLP

 April 10, 2025 2

CORRESP
 1
 filename1.htm

 Davis Polk &
 Wardwell
 Hong Kong Solicitors
 The Hong
 Kong Club Building
 3A Chater Road
 Hong Kong
 davispolk.com

 Resident Hong Kong Partners

 James C. Lin *
Martin Rogers **
Miranda So *

 James Wadham
 **
 Xuelin Wang
 *

 Hong Kong Solicitors
* Also Admitted in New York
** Also Admitted in England and Wales

 April 3, 2025

 Re:
 Chagee Holdings Limited (CIK: 0002013649) Responses to the Staff's Comments on the Registration Statement on Form F-1 filed March 25, 2025

 Stephen Kim

 Suying Li

 Rebekah Reed

 Taylor Beech

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of our client, Chagee Holdings Limited (the "Company"),
a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company's amendment No. 1 to the registration
statement on Form F-1 (the "Amendment No. 1 to the Registration Statement") and certain exhibits via EDGAR with
the Securities and Exchange Commission (the "Commission").

 Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter submitting its responses to the comments contained
in the letter from the staff of the Commission (the "Staff") dated April 2, 2025 on the Company's registration
statement on Form F-1 filed on March 25, 2025 (the "Registration Statement"). The Company has responded to the Staff's
comments by revising the Registration Statement. The Staff's comments are repeated below in bold, followed by the Company's
response to such comments. The Company has included page numbers to refer to the location in the Amendment No. 1 to the Registration
Statement where the language addressing a particular comment appears.

 The
Company plans to file an amendment to the Registration Statement containing the estimated price range and launch the road show as early
as April 9, 2025 and request effective time on April 16, 2025, subject to market conditions. The Company, together with the
underwriters, will file joint acceleration requests in time before the requested effective time once outstanding comments are resolved.
The Company would greatly appreciate the Staff's continuing assistance in meeting the proposed timetable.

 * * * *

 Davis
Polk includes Davis Polk & Wardwell LLP and its associated entities.

 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.

 The Company respectfully advises the Staff that the Company
has disclosed the circumstances under which conversion of the Class B ordinary shares into Class A ordinary shares is mandatory
on pages 66 and 157.

 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.

 The
Company respectfully advises the Staff that the Company has evaluated each of the disclosure requirements in ASC280-10-50-21 through
50-31, as follows, by either referencing to the Company's disclosure or explaining why such disclosure requirement is not applicable
to the Company. In addition, the Company has further expanded the disclosure on Pages F-26.

 Required disclosures
 The Company's disclosure

 General information [280-10-50-21]

 Factors used to identify reportable segments

 See below disclosure extracted from Note 2(hh)

 The Group's CODM reviews the consolidated results when
making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group operates and manages
its business as a single operating and reportable segment.

 Types of products and services by segment
 See Note 14.

 Title and position of the CODM

 See below disclosure extracted from Note 2(hh)

 Based on the criteria established by ASC 280, the Group's CODM has been identified as the founder, chairman of the board of directors
 and chief executive officer of the Group.

 Information about segment profit or loss and assets [280-10-50-22 – 50-29]

 Profit or loss measure, with additional measures permitted under certain conditions

 See below disclosure added to Note 2(hh) in response to the Staff's
 comment.

 The Group's CODM uses consolidated net (loss)/income
as the measure of profit or loss to monitor budget versus actual results and decide where to allocate and invest additional resources
to continue growth.

 April 3, 2025 2

 Significant expenses and other segment items

 See below disclosure added to Note 2(hh) in response to the Staff's
comment.

 Significant segment expenses and other segment items are consistent
with the financial information included on the consolidated statements of operations and comprehensive (loss)/income.

 Other quantitative profit or loss information
 Other quantitative profit and loss information, including revenues from external customers, interest income, interest expense, depreciation and amortization, income tax expense (benefit), share-based compensation and other significant noncash items, are consistent with the financial information included in the consolidated financial statements.

 Asset information, including a segment assets measure and quantitative information about segment assets

 See below disclosure added to Note 2(hh) in response to the Staff's
comment.

 The measure of segment assets is reported on the consolidated
balance sheet as total assets.

 Qualitative measurement disclosures about profit or loss and assets

 Since the Group operates and manages its business as a single
operating and reportable segment, the disclosure requirements of ASC280-10-50-29(a)-(e) are not applicable. In addition, the below
disclosure was added to Note 2(hh) in response to the Staff's comment.

 The Group's CODM uses consolidated net (loss)/income as
 the measure of profit or loss to monitor budget versus actual results and decide where to allocate and invest additional resources
 to continue growth.

 Reconciliations (to corresponding consolidated amount) [280-10-50-30 – 280-10-50-31]

 Total reportable segment revenues
 Since the Group operates and manages its business as a single operating and reportable segment and the measurements of segment profit or loss and segment assets are reported on the consolidated financial statements, such disclosure requirements on reconciliations are not applicable.

 Total reportable segment amount for each profit or loss measure

 Total reportable segment assets

 Total reportable segment amounts for other significant items disclosed, except significant segment expenses and other segment items

 * * * *

 April 3, 2025 3

 If
you have any questions regarding this submission, please contact Li He at +852 2533-3306 ( li.he@davispolk.com ) and Kevin
Zhang at +852 2533-3384 ( kevin.zhang@davispolk.com ).

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Li He

 Li
He

 cc:
 Mr. Junjie Zhang, Chief Executive Officer

 Chagee Holdings Limited

 Ms. Shuang Zhao, Partner

 Cleary Gottlieb Steen & Hamilton LLP

 Mr. Allen Lu, Partner

 KPMG Huazhen LLP

 April 3, 2025 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Davis Polk & Wardwell
 Hong Kong Solicitors
 The Hong Kong Club Building
 3A Chater Road
 Hong Kong
 davispolk.com

 Resident Hong Kong Partners

 James C. Lin *
Martin Rogers **
Miranda So *

 James Wadham **
 Xuelin Wang *

 Hong Kong Solicitors
* Also Admitted in New York
** Also Admitted in England and Wales

 March 25, 2025

 Re:
 Chagee Holdings
 Limited (CIK: 0002013649) Registration Statement on Form F-1

 Stephen Kim

 Suying Li

 Rebekah Reed

 Taylor Beech

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of our client, Chagee Holdings Limited (the "Company"),
a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company's registration statement on Form
F-1 (the "Registration Statement") and certain exhibits via EDGAR with the Securities and Exchange Commission (the "Commission").

 Concurrently with the filing of the Registration Statement, the Company
is hereby in this letter submitting its responses to the comments contained in the letter from the staff of the Commission (the "Staff")
dated March 20, 2025 on the Company's revised draft registration statement on Form F-1 confidentially submitted on March 11, 2025
(the "Draft Registration Statement"). The Company has responded to the Staff's comments by revising the Draft Registration
Statement. The Staff's comments are repeated below in bold, followed by the Company's response to such comments. The Company
has included page numbers to refer to the location in the Registration Statement where the language addressing a particular comment appears.

 The Company is, concurrently with the Registration Statement, filing all amendments to the draft Registration Statement previously submitted
for the Staff's non-public review. It plans to file an amendment to the Registration Statement containing the estimated price range and
commence the road show as early as April 9, 2025 and request the Registration Statement to be declared effective on April 16, 2025, subject
to market conditions. The Company, together with the underwriters, will file joint acceleration requests in time before the requested
effective time once all outstanding comments are resolved. The Company would greatly appreciate the Staff's assistance in meeting the
proposed timetable.

 *           *           *           *

 Davis Polk includes Davis Polk &
Wardwell LLP and its associated entities.

 Amendment No. 7 to Draft Registration Statement on Form F-1 submitted
March 11, 2025

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Non-GAAP Financial Measure

 Adjusted Net (Loss)/Income, page 91

 1. Please tell us and expand your disclosure to explain why there is no tax effect on the non-GAAP adjustments.

 The Company respectfully advised the Staff that there
is no income tax effect on the non-GAAP adjustments, which consist of share-based compensation expenses recorded by the Company and
certain PRC subsidiaries of the Company, as well as fair value change of forward contract
related to Series B+ preferred shares recorded by Chagee Holdings Limited. Those PRC entities' share-based compensation
expenses were non-deductible pursuant to PRC tax laws. Chagee Holdings Limited, as a company incorporated in Cayman Islands, is not
subject to tax on income. The Company has expanded the disclosure on Pages 23 and 92 to explain why there is no tax effect on the
non-GAAP adjustments.

 General

 2. We note the changes you made to your disclosure appearing on the cover page, summary risk factors,
and risk factors sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear
to us that there have been changes in the regulatory environment in the PRC since the amendment that was submitted on January 13, 2025,
warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies
sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised
disclosure conveys the same risks. Please restore your disclosure in these areas to the disclosures as they existed in the draft registration
statement as of January 13, 2025.

 In response to the Staff's comment, the Company has
restored its disclosure in these areas to the disclosures as they existed in the draft registration statement as of January 13, 2025.

 *           *            *           *

 March 25, 2025
 2

 If you have any questions regarding this submission,
please contact Li He at +852 2533-3306 ( li.he@davispolk.com ) and Kevin Zhang at +852 2533-3384
( kevin.zhang@davispolk.com ).

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Li He

 Li He

 cc:
 Mr. Junjie Zhang, Chief Executive Officer

 Chagee Holdings Limited

 Ms. Shuang Zhao, Partner

 Cleary Gottlieb Steen & Hamilton LLP

 Mr. Allen Lu, Partner

 KPMG Huazhen LLP

 March 25, 2025
 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 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
 Amendment No. 7 to Draft Registration Statement on Form F-1
 Submitted March 11, 2025
 CIK No. 0002013649
Dear Junjie Zhang:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 7 to Draft Registration Statement on Form F-1 submitted March 11,
2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measure
Adjusted Net (Loss)/Income, page 91

1. Please tell us and expand your disclosure to explain why there is no tax
effect on the
 non-GAAP adjustments.
 March 20, 2025
Page 2
General

2. We note the changes you made to your disclosure appearing on the cover
page,
 summary risk factors, and risk factors sections relating to legal and
operational risks
 associated with operating in China and PRC regulations. It is unclear to
us that there
 have been changes in the regulatory environment in the PRC since the
amendment
 that was submitted on January 13, 2025, warranting revised disclosure to
mitigate the
 challenges you face and related disclosures. The Sample Letters to
China-Based
 Companies sought specific disclosure relating to the risk that the PRC
government
 may intervene in or influence your operations at any time, or may exert
control over
 operations of your business, which could result in a material change in
your
 operations and/or the value of the securities you are registering for
sale. The Sample
 Letters also sought specific disclosures relating to uncertainties
regarding the
 enforcement of laws and that the rules and regulations in China can
change quickly
 with little advance notice. We do not believe that your revised
disclosure conveys the
 same risks. Please restore your disclosure in these areas to the
disclosures as they
 existed in the draft registration statement as of January 13, 2025.

 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
</TEXT>
</DOCUMENT>

January 21, 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
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted January 13, 2025
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 6, 2025 letter.
Amendment No. 6 to Draft Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 149
1.Please update your executive compensation information for the most recently
completed fiscal year ended December 31, 2024. Refer to Item 6.B of Form 20-F.

January 21, 2025
Page 2
The Consolidated Financial Statements, page F-1
2.Please update your financial statements for the fiscal year ended December 31,
2024 in accordance with Item 8.A.4 of Form 20-F or include the representations noted
in Instruction 2 to Item 8.A.4 of Form 20-F as an exhibit to your 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

January 6, 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
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted December 13, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 12, 2024 letter.
Amendment No. 5 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you submitted the initial filing materials to the CSRC in
connection with this offering on March 11, 2024. Please update this disclosure with
the current status of your submission.

January 6, 2025
Page 2
General
2.We note from your disclosure at page 26 that growth in certain of your performance
metrics, such as same-store GMV, has started to slow and/or decline as you "have
continued to scale and expand the density of [y]our store network across China." We
further note that the number of teahouses "currently in development" has decreased,
whereas prior amendments showed an increase in such figure. Where you discuss
your rapid expansion and high growth rates within recent periods, including at pages
25 and 118, please contextualize these statements by explaining that certain
measurements have started to normalize and/or decline as your store network
densifies. Please update your statement at page 118 that you "currently plan to expand
our teahouse network in China throughout 2024, with a projected increase of store
count similar to that of 2023" to reflect your current expectations regarding expansion
of your stores and business.
            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

September 12, 2024
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
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted August 29, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 26, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted August 29, 2024
Related Party Transactions
Other Related Party Transactions, page 155
1.Please revise to disclose the amount due from related parties as of June 30, 2024.

September 12, 2024
Page 2
Notes to the Consolidated Financial Statements
16. Share Based Compensation Expenses
Fair Value of Employee Share Options, page F-35
2.The assumptions utilized to calculate the estimated fair value of options granted in 2023
in the tabular disclosure on page F-36 do not agree with those on page 98. Please tell us
why the assumptions utilized for the options granted in the same year do not agree, or
revise. In addition, tell us whether share based compensation expense for 2023 was
calculated using the estimated fair value as disclosed on page F-36 (RMB 7.64), or on
page 98 (RMB 9.78).
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
14. Net Revenues, page F-63
3.You describe the increase in contract liabilities in 2024 due to payments received in
advance for supply chain goods and franchise related service fee as a decrease in the
tabular disclosure. Please revise.
16. Share Based Compensation Expenses
Adoption of Public Company Share Incentive Plan, page F-66
4.We note your modification of share based compensation in 2024. Please revise to disclose
the number of grantees affected and the total (or lack of) incremental compensation cost
resulting from the modification. Refer to ASC 718-10-50-2(h)(2).
            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

July 26, 2024
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
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted July 11, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 1, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted July 11, 2024
Risk Factors
Risks Relating to the ADSs and This Offering
As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain
home country..., page 63
Revised disclosure in the Management section beginning at page 143 indicates that you
intend to rely on certain exemptions from Nasdaq listing requirements at the time this
offering is consummated, including the requirement that you have a majority independent
board of directors. Please revise this risk factor and elsewhere as appropriate, including 1.

July 26, 2024
Page 2
the cover page and prospectus summary, to reflect that you intend to rely on such
exemptions. Clarify whether you are relying on any exemptions from requirements related
to board committee composition, and if so, disclose this as well.
General
2.We note the changes you have made to your disclosure appearing on the cover page,
prospectus summary, and risk factor sections relating to legal and operational risks
associated with operating in China and PRC regulations. As examples only, you have
removed the statement that rules and regulations in China can change "quickly with little
advance notice," that the Chinese government may intervene or influence your operations
"at any time," that there are "uncertainties" with the Chinese legal and regulatory
system, and that funds in the PRC may not be available due to "interventions in or the
imposition of restrictions and limitations...by the PRC government..." It is unclear to us
that there have been changes in the regulatory environment in the PRC since the
amendment that was submitted June 3, 2024 warranting revised disclosure to mitigate the
challenges you face and related disclosures. The Sample Letters to China-Based
Companies sought specific disclosure relating to the risk that the PRC government may
intervene in or influence your operations at any time, or may exert control over operations
of your business, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) as defined in Securities Act Rule 405 means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in
China can change quickly with little advance notice. We do not believe that your revised
disclosure conveys the same risks. Please restore your disclosures in these areas to the
disclosures as they existed in the draft registration statement as of June 3, 2024.
            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

July 1, 2024
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
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 3, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 21, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted June 3, 2024
Prospectus Summary
Permissions Required from the PRC Authorities for Our Operations and This Offering, page 12
Please revise your statement that "...our PRC subsidiaries have obtained all requisite
licenses, permits and registrations from the PRC government authorities for our primary
business operations in China" to delete the reference to "primary" business operations, as
this disclosure should cover your business operations. Also reconcile such revised
disclosure with your disclosure that certain teahouses have not completed "required as
built acceptance fire safety filing and fire safety inspection." Additionally, please state 1.

July 1, 2024
Page 2
affirmatively whether any permission or approval that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business have been denied; in
this regard, we note that your current disclosure refers only to the lack of denials related
to "food operation licenses granted by the Administration for Market Regulation" and
"registration with the Department of Commerce."
Risk Factors
Risks Relating to the ADSs and This Offering, page 56
2.We note that you have removed risk factor disclosure regarding forum selection
provisions in your post-offering amended and restated memorandum and articles of
association and deposit agreement, but disclosure at pages 152-153 continues to indicate
that your amended and restated memorandum and articles of association will contain an
exclusive forum provision. If true, please restore a risk factor that describes this provision,
identifies any risks or other impacts on investors, and addresses any uncertainty about
enforceability.
Related Party Transactions, page 148
3.We note your response to prior comment 11 and reissue in part. Revise the cross-
referenced "History of Securities Issuances and Repurchases" section at page 158 to
identify the beneficial owners of the listed entities, so that investors better understand the
nature of your relationship with these related parties. For example, we note from your
revisions in response to prior comment 11 that your employees beneficially own certain of
the entities identified at page 158. Additionally, identify the "company ultimately
controlled by a supervisory board member of Beijing Chagee."
            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 Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Li He

United States securities and exchange commission logo
May 21, 2024
Junjie Zhang
Chief Executive Officer
Chagee Holdings Limited
15/F, IFS Building 2, Hongxing Road
Jinjiang District, Chengdu, Sichuan
People’s Republic of China, 610000
Re:Chagee Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 25, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 4, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted April 25, 2024
Cover Page
1.We note your response to prior comment 4. Here and elsewhere as appropriate, please
further revise your disclosure regarding cash transfers to quantify the amounts of such
transfers as of the date of the prospectus.
Prospectus Summary
Cash Flows through Our Organization, page 6
2.We note your revisions in response to prior comment 16. Please further supplement your
discussion of cash transfer restrictions in this section to address all limitations and

 FirstName LastNameJunjie Zhang
 Comapany NameChagee Holdings Limited
 May 21, 2024 Page 2
 FirstName LastName
Junjie Zhang
Chagee Holdings Limited
May 21, 2024
Page 2
restrictions acknowledged in the related risk factor disclosure. For example, we note your
statement that your PRC subsidiaries "...will not be able to [issue dividends] until they
generate accumulated profits and meet the requirements for statutory reserve funds," but
the related PRC regulations are not expressly discussed in this section. We also note that
the Enterprise Income Tax Law is identified as an applicable regulation on page 48 but not
acknowledged here.
PRC CSRC Filing and Reporting Requirements, page 10
3.We note your response to prior comment 11 and reissue in part. Please revise to disclose
as potential penalties of non-compliance with the Trial Measures warnings from PRC
authorities and required revision of filings.
Permissions Required from the PRC Authorities for Our Operations and This Offering, page 11
4.We note your response to prior comment 13. However, the revised disclosure does not
appear to discuss each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business. For example, we note the
disclosure on page 30 of certain fire safety filings that are necessary to operate the Chagee
teahouses. Please revise here to disclose each required permission or approval that you or
your subsidiaries are required to obtain from Chinese authorities to operate your business,
and state affirmatively whether all have been received and any have been denied.
Risk Factors
Risks Relating to Our Business and Industry
We rely on third-party suppliers and service providers to provide..., page 31
5.We note your response to prior comment 32, particularly the statement that the 28
warehouses used by the company are leased by third-party service vendors. Please revise
the reference to "our leased warehouses" in this risk factor to reflect as much, and
contextualize your discussion of warehouses elsewhere to clarify that the company does
not directly own or lease these properties.
Risks Relating to Doing Business in China
The approval, filing or other requirements of the CSRC or other PRC..., page 44
6.Please revise your statement in response to prior comment 23 that you have "fulfilled
[y]our main legal obligations under [PRC] cybersecurity, data security, and personal
information protection-related regulations." Clarify whether you have received the
required permissions and approvals from the CAC and the extent to which you are or are
not compliant with CAC regulations and policies. In this regard, we note that your
disclosure elsewhere that you have received the requisite approvals may be contradictory
to the language in this risk factor.

 FirstName LastNameJunjie Zhang
 Comapany NameChagee Holdings Limited
 May 21, 2024 Page 3
 FirstName LastName
Junjie Zhang
Chagee Holdings Limited
May 21, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30,
2023
Net Revenues, page 82
7.Refer to your response to prior comment 25 and the related revised disclosure. In your
disclosure under “Franchised teahouses,” you attribute the increase in net revenues
generated from sales of products to the strong demand for store supplies from your
franchised stores driven by rapid growth in GMV from your expanding franchised
teahouse network. Please expand your discussion to explain why your net revenues from
sales of products increased by 980.4% in the nine months ended September 30, 2023
when the GMV only increased by 653.6% during the same period. You also attribute the
increases in net revenues generated from selling teahouse equipment and franchising and
other services to the increase in number of franchised teahouses. Please explain why your
net revenues from selling teahouse equipment and franchising and other services increased
by 1,929.3% and 1,049.5% in the nine months ended September 30, 2023, respectively,
when your number of franchised teahouses only increased by 257.6% during the same
period. In your explanation, please quantify and analyze all material factors including the
changes attributable to changes in prices or to changes in the volume or amount of goods
or services being sold. Refer to Item 4(a) of Form F-1, Item 5 of Form 20-F, and SEC
Interpretive Release No. 33-8350.
Business
The Chagee Teahouse Network
Our Rapidly Growing Teahouse Network, page 110
8.We note your response to prior comment 30 and reissue in part. Please revise to estimate
how long your recent growth rate within the China market will remain sustainable if
continued and state the basis for this estimate. In this regard, we note your disclosure that
you expect to expand your teahouse network in 2024 at a rate comparable to 2023, but it
remains unclear how long you believe this growth rate may continue. Revise your risk
factor disclosure, such as where you discuss your historical growth rates on page 23, to the
extent appropriate.
Franchise Network Management, page 114
9.We note your response to prior comment 29, particularly your disclosure that "revenues
from [y]our five largest franchise partners in aggregate accounted for approximately 5%
of [y]our total revenues." Please revise to clarify whether these franchise partners are
"largest" in terms of number of franchised stores or some other metric. Further clarify

 FirstName LastNameJunjie Zhang
 Comapany NameChagee Holdings Limited
 May 21, 2024 Page 4
 FirstName LastNameJunjie Zhang
Chagee Holdings Limited
May 21, 2024
Page 4
whether the revenues that account for 5% of your total revenues refers to franchising and
other service fees directly received from these partners, sale of products to the teahouses
franchised by these partners, or both.
Management
Compensation of Directors and Executive Officers, page 140
10.Please revise to include the compensation paid to officers and directors as of your most
recent fiscal year end.
Related Party Transactions, page 146
11.We note your response to prior comment 34 and reissue in part. For each transaction and
arrangement that you disclose in this section, including by cross-reference, please revise
to identify all related parties. For example, the "three shareholders, that are also
employees, of the Company" involved in the July 2023 share exchange disclosed in this
section are not identified, and while you cross-reference a discussion of certain share
issuances on page 156, it is unclear whether and how the entities listed (e.g., Partea Ltd.,
TasTea Ltd., TeaBrew Limited, etc.) are related parties.
Notes to the Consolidated Financial Statements
16. Share Based Compensation Expenses
Options Granted to Employees, page F-36
12.In the first paragraph of page F-37, you disclose the equity settled component of your
share-based awards vest based on continued service and a completion of an IPO. Please
confirm all the equity settled component of your share-based awards that you issued so
far vest based on continued service and a completion of an IPO as there are no vested
options. In addition, revise the third to last paragraph on page F-36 to specify that the
equity settled component of your share-based awards vest based on continued service and
a completion of an IPO.
General
13.Please update the financial statements included in the filing in compliance with Item 4(a)
of Form F-1 and Item 8.A.4 of Form 20-F to include the financial statements for the fiscal
year ended December 31, 2023. Update the associated financial information in applicable
sections of the filing as appropriate.
14.We note your response to prior comment 6, particularly that there is one entity
incorporated under the laws of Hong Kong in your corporate structure that does appear to
conduct operations. Please revise to disclose this where appropriate in the prospectus,
including the cover page, and discuss any applicable laws and regulations in Hong Kong,
as well as related risks and consequences. Example of location-specific regulations that
should be discussed include China's Enterprise Tax Law. Disclose on the cover page how
regulatory actions related to data security or anti-monopoly concerns in Hong Kong have

 FirstName LastNameJunjie Zhang
 Comapany NameChagee Holdings Limited
 May 21, 2024 Page 5
 FirstName LastName
Junjie Zhang
Chagee Holdings Limited
May 21, 2024
Page 5
or may impact the company's ability to conduct its business, accept foreign investment, or
list on a U.S. or foreign exchange. Include risk factor disclosure explaining whether there
are laws or regulations in Hong Kong that result in oversight over data security, how this
oversight impacts the company's business and the offering, and to what extent the
company believes that it is compliant with the regulations or policies that have been
issued. Revise the definition of "China" to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong. Finally, tell us
what consideration you gave to including this subsidiary in your organizational chart.
            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 Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Li He

United States securities and exchange commission logo
April 4, 2024
Junjie Zhang
Chief Executive Officer
Chagee Holdings Limited
15/F, IFS Building 2, Hongxing Road
Jinjiang District, Chengdu, Sichuan
People’s Republic of China, 610000
Re:Chagee Holdings Limited
Draft Registration Statement on Form F-1
Submitted March 6, 2024
CIK No. 0002013649
Dear Junjie Zhang:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted March 6, 2024
Cover Page
1.Please consistently disclose on the cover page and throughout the prospectus whether you
intend to take advantage of any "controlled company" exemptions from exchange listing
requirements. In this regard, we note that you state in the prospectus summary, "If we rely
on these exemptions...," while you disclose on page 59 that "currently [you] intend to rely
on certain exemptions from corporate governance rules."
2.We note your statement that your structure, as a Cayman Islands holding company
conducting operations through subsidiaries located in China and elsewhere, involves
unique risks to investors. Please further acknowledge that Chinese regulatory authorities
could disallow this structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for

 FirstName LastNameJunjie Zhang
 Comapany NameChagee Holdings Limited
 April 4, 2024 Page 2
 FirstName LastNameJunjie Zhang
Chagee Holdings Limited
April 4, 2024
Page 2
sale, including that it could cause the value of such securities to significantly decline or
become worthless. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
3.Where you discuss the legal and operational risks associated with being based in and
having a significant portion of your operations in China, revise to make clear whether
these risks could result in a material change in your operations and/or the value of the
securities you are registering for sale or 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. Additionally, please elaborate on
how recent statements and regulatory actions by China's government "with respect to
matters such as cybersecurity, data privacy, antitrust and competition, foreign
investments, and overseas listings" have or may impact your ability to conduct your
business, accept foreign investments, or list on a U.S. or other foreign exchange. For
example, disclose, as you do elsewhere, that you have undergone cybersecurity review
with the Cyberspace Administration of China (CAC) and are required to undergo filing
procedures with the China Securities Regulatory Commission (CSRC) in connection with
this offering.
4.We note your disclosure that there were certain "cash transfers within [y]our group in
connection with the Restructuring." Please revise to quantify the amounts of any transfers,
dividends, or distributions that have been made to date between the holding company and
its subsidiaries and provide a cross-reference to the consolidated financial statements.
Additionally, discuss whether there are limitations on your ability to transfer cash between
you, your subsidiaries, or investors. Provide a cross-reference to your discussion of this
issue in the prospectus summary, summary risk factors, and risk factors sections, as well.
Also revise each discussion of cash transfers in the prospectus to clarify the identity of
"our company" and "us"; in this regard, we note that you define "our company" and "us"
as the holding company and subsidiaries, which does not provide adequate clarity in the
context of such discussion.
5.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
6.Please amend your disclosure to state here, in the prospectus summary, and in the
summary risk factors section, as you do on page 43, that to the extent cash in the
business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you
or your subsidiaries by the PRC government to transfer cash. On the cover page, provide

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 FirstName LastNameJunjie Zhang
Chagee Holdings Limited
April 4, 2024
Page 3
cross-references to these other discussions. Additionally, given the inclusion of Hong
Kong in this statement on page 43, please confirm whether and to what extent you have
operations in Hong Kong, entities in your organizational structure organized under the
laws of Hong Kong, and/or directors and officers located in Hong Kong.
Prospectus Summary, page 1
7.Here and in the risk factor section, where you discuss Mr. Zhang's ownership of total
voting power following the offering, revise to disclose, if true, that he will have the ability
to determine the outcome of matters requiring shareholder approval.
Effectively Managed Teahouse Network, page 3
8.Please balance your discussion of net revenues and net income by discussing your
historical losses and working capital deficits. For example, we note that your net loss in
fiscal 2022 and net working capital deficit as of December 31, 2022 are not
acknowledged.
Market Opportunities, page 3
9.Please explain in this section how you define the "freshly-made tea drinks market" and
how it is distinguishable from other segments of the tea drinks industry in China.
Summary of Risk Factors
Risks Relating to Doing Business in China, page 5
10.Please revise your description of the significant regulatory, liquidity, and enforcement
risks associated with your corporate structure and operations in China to 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. For each summary risk factor, please provide a cross-reference to the
relevant individual detailed risk factor heading. In this regard, we note that this section
cross-references only page numbers.
Recent Regulatory Developments
PRC CSRC Filing and Reporting Requirements, page 6
11.We note your disclosure that you are subject to filing requirements with the CSRC in
connection with this offering, pursuant to the Overseas Listing Filing Rules. Please revise
to include as penalties of non-compliance warnings, required revision of filings, and
fines.

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 April 4, 2024 Page 4
 FirstName LastNameJunjie Zhang
Chagee Holdings Limited
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Implications of the Holding Foreign Companies Accountable Act, page 7
12.Where you discuss that trading in your securities may be prohibited if the PCAOB
determines that it cannot inspect or investigate completely your auditor for two
consecutive years, please revise to further disclose that as a result, an exchange may
determine to delist your securities. Additionally, please revise here, on the cover page, and
in your risk factors to reflect that the Holding Foreign Companies Accountable Act was
amended by the Consolidated Appropriations Act, 2023.
Permissions Required from the PRC Authorities for Our Operations and This Offering, page 8
13.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from any governmental agency, other than the CSRC and CSC,
that is required to approve your operations. State affirmatively whether you and your
subsidiaries have received all requisite permissions or approvals and whether any
permissions or approvals have been denied. Revise your statement that your PRC
subsidiaries "have obtained all material requisite licenses and permits...that are necessary
for their business operations" so that it is not qualified by materiality. Lastly, we note your
disclosure regarding consequences if you inadvertently conclude that any permission or
approval is not required. Expand this discussion to describe consequences to you and your
investors if you or your subsidiaries do not receive or maintain requisite permissions or
approvals or if applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.
14.Please clarify whether you have relied upon an opinion of counsel with respect to each
conclusion regarding permissions and approvals from Chinese authorities to operate your
business and to offer the securities being registered to foreign investors. For example, you
state that your PRC legal counsel has "advised [you]" with respect to the conclusion that
you are not required to obtain permissions and approvals aside from those disclosed, but it
is unclear whether this advice constitutes a formal opinion and whether you are relying on
counsel's opinion with respect to the affirmative conclusion that you "have obtained all
material requisite licenses and permits" from PRC regulatory authorities for your business
operations in China. If you are not relying upon an opinion of counsel with respect to any
such conclusions, state as much and explain why such an opinion was not
obtained. Further, revise to name your PRC counsel wherever they are referenced.
Our History and Corporate Structure, page 8
15.Revise the diagram of the company's corporate structure to identify clearly the entity in
which investors are purchasing their interest and the entity(ies) in which the company's
operations are conducted, as well as the entities/persons that own Chagee Holdings
Limited. Also relocate this section so that the diagram is provided early in the prospectus
summary. Additionally, please affirmatively state, if true, that you do not use a variable

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 April 4, 2024 Page 5
 FirstName LastName
Junjie Zhang
Chagee Holdings Limited
April 4, 2024
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interest entity (VIE) structure. Finally, in appropriate places, including the diagram, please
disclose the identity of any wholly foreign-owned enterprises within your organization.
Cash Flows through Our Organization, page 9
16.We note your disclosure that there were certain "cash transfers within [y]our group"
during the year ended December 31, 2022 and the nine months ended September 30, 2023.
Please revise to quantify any cash flows and transfers of other assets by type that have
occurred between the holding company and its subsidiaries, and the direction of transfer.
Provide cross-references to the consolidated financial statements. Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors. Describe any restrictions and limitations on your ability to
distribute earnings from the company, including your subsidiaries, to the parent company
and U.S. investors.
Conventions which Apply to This Prospectus, page 11
17.Please tell us whether unfulfilled, cancelled, and/or returned orders, and value-added taxes
are included in the gross merchandise value (GMV) measure. If so, revise the description
to state as such and to include the unfulfilled, cancelled, and/or returned order amounts
and value-added tax amounts in total for periods presented wherever GMV is disclosed. In
addition, tell us the amounts of shipping charges included in the GMV for the periods
presented.
Our Summary Consolidated Financial and Operating Data
Key Operating Data, page 18
18.We note that certain of your performance metrics, such as same store GMV growth, take
into consideration your overseas locations, while others, such as average monthly GMV
per teahouse, do not. Please provide narrative disclosure highlighting this difference.
Additionally, where you present quantified performance metrics elsewhere in the
prospectus, including pages 2 and 95, revise to indicate which metrics include overseas
operations and which exclude them.
Risk Factors
Risks Relating to Our Business and Industry
Our limited operating history may not be indicative..., page 20
19.Please revise to acknowledge that the "rapid growth" referenced here was concentrated in
fiscal 2023 and identify any material factors that contributed to the pace of your expansion
in such period. In this regard, we note from page 105 that between commencing
operations in 2017 and December 31, 2022, 1,087 teahouses were opened, then in fiscal
2023 the number of teahouses more than tripled.

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 April 4, 2024 Page 6
 FirstName LastName
Junjie Zhang
Chagee Holdings Limited
April 4, 2024
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We may not be successful in operating the company-owned and franchised..., page 24
20.You state here that you "directly manage" 129 franchised teahouses in addition to 39
company-owned teahouses, but this figure is not provided elsewhere in the filing. Please
revise throughout to consistently disclose that you manage a total of 168 teahouses,
encompassing both owned and franchised stores. Clarify whether operational data
presented as applicable to you, such as the number of employees disclosed on page 115,
takes company-operated, franchised teahouses into account.
Overall Tightening of the Labor Market..., page 36
21.You disclose on page 37 that you have not made full contributions to social insurance
system and other employee benefits for your employees. Please disclose the amounts not
contributed to date. Please tell us whether you have accrued for all liabilities related
to social insurance system and other employee benefits for all periods presented. If not,
tell us the amounts and periods for which you are under-accrued and why you have not
accrued for all your social insurance system and other employee benefits liabilities.
Risks Relating to Doing Business in China, page 39
22.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securitie