Statistiche di base
| LEI | 83680076T3V63VAU4I14 |
| CIK | 1877333 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TH International Limited
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princ |
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| August 26, 2025 |
Exhibit 99.1 Tims China Announces Second Quarter 2025 Financial Results Aug 26, 2025 System Sales Increased 1.4% Year-over-Year to RMB409.5 Million Achieved Positive Adjusted Corporate EBITDA of RMB2.2 Million 26.2 Million Registered Loyalty Club Members at Quarter-End, Representing 22.4% Year-over-Year Growth SHANGHAI and NEW YORK, Aug. 26, 2025 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princ |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| June 24, 2025 |
Exhibit 99.1 Tims China Announces First Quarter 2025 Financial Results System Sales Increased 3.5% Year-over-Year to RMB376.3 Million 5.9% Improvement in Company Owned and Operated Store Contribution Margin 25.1 Million Registered Loyalty Club Members at Quarter-End, Representing 25.7% Year-over-Year Growth SHANGHAI and NEW YORK, June 24, 2025 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: T |
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| May 15, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dong Li, certify that: 1. I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| May 15, 2025 |
Exhibit 11.2 TH INTERNATIONAL LIMITED AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (AS ADOPTED BY THE BOARD OF DIRECTORS OF TH INTERNATIONAL LIMITED ON MAY 15, 2025) This Amended and Restated Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading (this “Statement”) has been |
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| May 15, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement (No. 333-268225) on Form S-8 of our report dated May 15, 2025, with respect to the consolidated financial statements of TH International Limited. /s/ KPMG Huazhen LLP Shanghai, China May 15, 2025 |
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| May 15, 2025 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Li, Chief Financial Officer of the Company, certify, |
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| May 15, 2025 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yongchen Lu, Chief Executive Officer of the Company, certi |
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| May 15, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yongchen Lu, certify that: 1. I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat |
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| May 15, 2025 |
Exhibit 2.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Second Amended and Restated Memorandum and Articles of Association (the “THIL Articles”), a copy of which is filed wi |
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| April 30, 2025 |
SEC FILE NUMBER 001-41516 CUSIP NUMBER G8656L 130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 22, 2025 |
Exhibit 99.1 Tims China Announces Fourth Quarter and Full Year 2024 Financial Results Apr 15, 2025 3.9 Percentage Points Improvement in Company Owned and Operated Store Contribution Margin 76 Net New Store Openings During the Fourth Quarter, 1,022 System-Wide Stores at Year-End 2024 24.0 Million Registered Loyalty Club Members at Year-End, Representing 29.7% Year-over-Year Growth SHANGHAI and NEW |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princi |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of prin |
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| January 28, 2025 |
Tims China Has Regained Compliance with Nasdaq’s Minimum Bid Price Requirement Exhibit 99.1 Tims China Has Regained Compliance with Nasdaq’s Minimum Bid Price Requirement SHANGHAI and NEW YORK, January 28, 2025 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (the “Company”), the exclusive operator of Tim Hortons coffee shops in China, today announced that on January 28, 2025, the Company received a notification letter (the “Compliance Notice”) from the Nasdaq Li |
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| January 24, 2025 |
Tims China Announces Receipt of Listing Notice from Nasdaq Exhibit 99.1 Tims China Announces Receipt of Listing Notice from Nasdaq SHANGHAI and NEW YORK, January 24, 2025 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (the “Company”), the exclusive operator of Tim Hortons coffee shops in China, today announced that on January 21, 2025, the Company received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of prin |
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| January 10, 2025 |
Exhibit 99.1 Tims China Provides Update Regarding Nasdaq Listing Status and Anticipated Compliance and Operational Update SHANGHAI and NEW YORK, January 10, 2025 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (the “Company”) today confirmed that the previously announced reverse split of the Company’s ordinary shares will be effective for marketplace purposes with the open of the The |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of prin |
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| January 7, 2025 |
Tims China Announces Reverse Stock Split Exhibit 99.1 Tims China Announces Reverse Stock Split SHANGHAI and NEW YORK, January 7, 2025 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (the “Company,”) today announced that it expects to implement a 1-for-5 reverse stock split of the Company’s ordinary shares effective December 31, 2024. The reverse stock split was previously approved by the Company’s shareholders on December 20 |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of prin |
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| December 23, 2024 |
Tims China Announces Results of Extraordinary General Meeting Exhibit 99.1 Tims China Announces Results of Extraordinary General Meeting SHANGHAI and NEW YORK, December 23, 2024 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (“the Company,”) today announced the results of an extraordinary general meeting held at 10:00 P.M. on December 20, 2024, Beijing time (9:00 A.M. on December 20, 2024, U.S. Eastern time) at 2501 Central Plaza, 227 Huangpi N |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| November 29, 2024 |
Exhibit 99.2 TH International Limited (Incorporated in the Cayman Islands with limited liability) (Nasdaq: THCH) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To Be Held on December 20, 2024, Beijing Time (or any adjournment(s) or postponement(s) thereof) Notice is hereby given the extraordinary general meeting of shareholders (the “EGM”) of TH International Limited (the “Company”) will |
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| November 29, 2024 |
Tims China Announces Extraordinary General Meeting Exhibit 99.1 Tims China Announces Extraordinary General Meeting SHANGHAI and NEW YORK, November 29, 2024 (GLOBE NEWSWIRE) - - TH International Limited (Nasdaq: THCH) (“we” or “the Company,”) today announced that it will hold an extraordinary general meeting of Shareholders (the “Meeting”) at 10 P.M. on December 20, 2024, Beijing time (9 A.M. on December 20, 2024, U.S. Eastern time) at 2501 Central |
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| November 29, 2024 |
TH International Limited (the “Company”) FORM OF PROXY FOR SHAREHOLDERS Exhibit 99.3 TH International Limited (the “Company”) FORM OF PROXY FOR SHAREHOLDERS I/We Please Print Name(s) of Please Print Address(es) Being (a) shareholder(s) of the Company holding ordinary shares respectively hereby appoint of or failing him/her of or failing him/her the duly appointed chairman of the EGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the extraor |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| November 12, 2024 |
Exhibit 99.1 Tims China Announces Third Quarter 2024 Financial Results Achieved Consecutive Adjusted Corporate EBITDA1 Profitability Generated Highest-ever Company Owned and Operated Store Contribution Margin4 of 13.3% SHANGHAI and NEW YORK, November 12, 2024 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops in China (“Tims China” or the |
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| November 4, 2024 |
TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 November 4, 2024 VIA CORRESPONDENCE Robert Shapiro Lyn Shenk Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N. |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princ |
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| August 29, 2024 |
Exhibit 99.1 Tims China Announces Second Quarter 2024 Financial Results Achieved First-ever Quarterly Adjusted Corporate EBITDA1 Profitability Generated Highest-ever Adjusted Store EBITDA Margin of 10.3% SHANGHAI and NEW YORK, August 29, 2024 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops in China (“Tims China” or the “Company”) today |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| July 2, 2024 |
THCH / TH International Limited / Yu Peter - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) Paul Hong Cartesian Capital Group, LLC 505 Fifth Avenue, 15th Floor New York, NY 10017 (212) 461-6300 (Name, |
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| July 1, 2024 |
Tims China Announces Significant Financing from Founding Shareholders Exhibit 99.1 Tims China Announces Significant Financing from Founding Shareholders SHANGHAI and NEW YORK, July 1, 2024 (GLOBE NEWSWIRE) - TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops in China, secured an aggregate of up to $65 million of financing and additional funding from its founding shareholders, Cartesian Capital Group, LLC (“Cart |
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| July 1, 2024 |
Form of Series A-1 Convertible Subordinated Note SERIES A-1 CONVERTIBLE SUBORDINATED NOTE Exhibit 10.4 Form of Series A-1 Convertible Subordinated Note SERIES A-1 CONVERTIBLE SUBORDINATED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| July 1, 2024 |
Exhibit 10.1 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 28, 2024 (the “Signing Date”), |
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| July 1, 2024 |
Exhibit 4.1 TH International Limited CERTIFICATE OF DESIGNATION OF SERIES A-2 CONVERTIBLE PREFERRED SHARES AND CLASS A-1 SPECIAL VOTING SHARE TH International Limited, a Cayman Islands exempted company (the “Company”), hereby certifies that: A. The Amended and Restated Memorandum and Articles of Association of the Company (as amended, the “Articles”) provide for authorized share capital of the Com |
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| July 1, 2024 |
SECOND AMENDMENT TO the ameNded and restated MASTER DEVELOPMENT AGREEMENT Exhibit 10.5 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SECOND AMENDMENT TO the ameNded and restated MASTER DEVELOPMENT AGREEMENT This Second Amendment (the “Amendment”) to the Amen |
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| July 1, 2024 |
Form of Series A Convertible Subordinated Note SERIES A CONVERTIBLE SUBORDINATED NOTE Exhibit 10.3 Form of Series A Convertible Subordinated Note SERIES A CONVERTIBLE SUBORDINATED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN A |
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| July 1, 2024 |
Exhibit 10.2 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. SECURITIES PURCHASE AGREEMENT among TH INTERNATIONAL LIMITED and TIM HORTONS RESTAURANTS INTERNATIONAL GMBH PANGAEA THREE ACQ |
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| June 10, 2024 |
Exhibit 99.1 Tims China Announces First Quarter 2024 Financial Results Jun 05, 2024 Resilient Total Revenues Increased 3.1% Year over Year for the First Quarter 2024 System Sales Increased 7.1% Year-over-Year for the First Quarter 2024 Continuous Margin Improvement with Seven Consecutive Positive Quarterly Adjusted Store EBITDA 20.3 Million Registered Loyalty Club Members at Quarter-End, Represent |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| April 30, 2024 |
EXHIBIT 97.1 CLAWBACK POLICY TH International LimitedPURPOSE TH International Limited (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore ad |
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| April 30, 2024 |
EXHIBIT 2.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Second Amended and Restated Memorandum and Articles of Association (the “THIL Articles”), a copy of which is filed wi |
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| April 30, 2024 |
EXHIBIT 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yongchen Lu, Chief Executive Officer of the Company, certi |
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| April 30, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dong Li, certify that: 1. I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| April 30, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement (No. 333-268225) on Form S-8 of our report dated April 30, 2024, with respect to the consolidated financial statements of TH International Limited. /s/ KPMG Huazhen LLP Shanghai, China April 30, 2024 |
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| April 30, 2024 |
EXHIBIT 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Li, Chief Financial Officer of the Company, certify, |
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| April 30, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yongchen Lu, certify that: 1. I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| April 19, 2024 |
Exhibit 99.1 Tims China Announces Fourth Quarter and Full Year 2023 Financial Results Total Revenues Increased 29.8% Year-over-Year for the Fourth Quarter, 55.9% Year-over-Year Growth for the Full Year 2023 149 Net New Store Openings During the Fourth Quarter, 912 System-Wide Stores at Year-End 2023 18.7 Million Registered Loyalty Members at Year-End, Representing 66.3% Year-over-Year Growth SHANG |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princi |
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| February 14, 2024 |
THCH / TH International Limited / SC CHINA HOLDING Ltd - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 1, 2024 |
Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TH International Limited (Name of Issuer) Ordinary Shares, par value US$$0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this |
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| February 1, 2024 |
EX-99.(A) Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ord |
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| January 12, 2024 |
TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 VIA EDGAR January 12, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| November 15, 2023 |
Exhibit 99.1 Tims China Announces Third Quarter 2023 Financial Results Record- high Quarterly Revenue of RMB436.4 Million Represents 42.7% Year-over-Year Growth Record-high Adjusted Store EBITDA Margin of 7.5% SHANGHAI and NEW YORK, November 15th, 2023 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China (“T |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| November 15, 2023 |
Exhibit 99.1 Tims China Announces Third Quarter 2023 Financial Results Record- high Quarterly Revenue of RMB436.4 Million Represents 42.7% Year-over-Year Growth Record-high Adjusted Store EBITDA Margin of 7.5% SHANGHAI and NEW YORK, November 15th, 2023 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China (“T |
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| November 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and supp |
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| August 30, 2023 |
Exhibit 99.1 Tims China Announces Second Quarter 2023 Financial Results Total Revenues Increased 129.7% Year-over-Year to a Record RMB411.7 Million for the Second Quarter 2023 Delivered 20.4% Same-Store Sales Growth for Company Owned and Operated Stores in the Second Quarter 2023 SHANGHAI and NEW YORK, August 29th, 2023 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive oper |
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| August 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 12 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and supp |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princ |
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| August 30, 2023 |
Exhibit 99.1 Tims China Announces Second Quarter 2023 Financial Results Total Revenues Increased 129.7% Year-over-Year to a Record RMB411.7 Million for the Second Quarter 2023 Delivered 20.4% Same-Store Sales Growth for Company Owned and Operated Stores in the Second Quarter 2023 SHANGHAI and NEW YORK, August 29th, 2023 (GLOBE NEWSWIRE) - TH International Limited (Nasdaq: THCH), the exclusive oper |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| June 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and su |
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| June 15, 2023 |
Exhibit 99.1 Tims China Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants SHANGHAI, China and NEW YORK, June 14, 2023 (GLOBE NEWSWIRE) – TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| June 15, 2023 |
Exhibit 99.1 Tims China Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants SHANGHAI, China and NEW YORK, June 14, 2023 (GLOBE NEWSWIRE) – TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the |
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| June 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and su |
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| June 12, 2023 |
AMENDMENT NO. 1 TO ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT Exhibit 4.1 AMENDMENT NO. 1 TO ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT This amendment (this “Amendment”) is made as of June 12, 2023, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that c |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TH International Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares G81355 128 G8656L 122 (Title of Class of Securities) (CUSIP Number of Class of Securiti |
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| June 12, 2023 |
Tims China Announces Successful Warrant Exchange Offer Exhibit 99.1 Tims China Announces Successful Warrant Exchange Offer SHANGHAI, China and NEW YORK, June 12, 2023 (GLOBE NEWSWIRE) – TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the successful results of its exchange offer (the “Offer”) and consent solicitation (the “Conse |
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| June 12, 2023 |
Tims China Announces Successful Warrant Exchange Offer Exhibit 99.1 Tims China Announces Successful Warrant Exchange Offer SHANGHAI, China and NEW YORK, June 12, 2023 (GLOBE NEWSWIRE) – TH International Limited (“Tims China” or the “Company” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced the successful results of its exchange offer (the “Offer”) and consent solicitation (the “Conse |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princip |
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| June 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| June 12, 2023 |
AMENDMENT NO. 1 TO ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT Exhibit 4.1 AMENDMENT NO. 1 TO ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT This amendment (this “Amendment”) is made as of June 12, 2023, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that c |
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| June 8, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No.333-271880 PROSPECTUS/OFFER TO EXCHANGE TH International Limited Offer to Exchange Warrants to Acquire Ordinary Shares of TH International Limited for Ordinary Shares of TH International Limited and Consent Solicitation THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JUNE 9, |
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| June 5, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 8 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updat |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TH International Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares G81355 128 G8656L 122 (Title of Class of Securities) (CUSIP Number of Class of Securiti |
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| June 2, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 2, 2023. Table of Contents As filed with the U.S. Securities and Exchange Commission on June 2, 2023. Registration No. 333-271880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of principa |
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| May 31, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| May 31, 2023 |
Exhibit 99.1 Tims China Announces First Quarter 2023 Financial Results Total Revenues Increased 49.8% Year-over-Year for the First Quarter 2023 31 Net New Store Openings in the First Quarter, 648 System-Wide Stores at Quarter-End 12.4 Million Registered Loyalty Club Members at Quarter-End, Represents 79.3% Year-over-Year Growth Adjusted Store EBITDA Margin Increased 13.8 Percentage Points from the |
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| May 31, 2023 |
Exhibit 99.1 Tims China Announces First Quarter 2023 Financial Results Total Revenues Increased 49.8% Year-over-Year for the First Quarter 2023 31 Net New Store Openings in the First Quarter, 648 System-Wide Stores at Quarter-End 12.4 Million Registered Loyalty Club Members at Quarter-End, Represents 79.3% Year-over-Year Growth Adjusted Store EBITDA Margin Increased 13.8 Percentage Points from the |
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| May 12, 2023 |
Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Ordinary Shares of TH International Limited for Ordinary Shares of TH International Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JUNE 9, 202 |
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| May 12, 2023 |
Tims China Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants Exhibit 99.1 Tims China Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants SHANGHAI and NEW YORK, May 12, 2023 – TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced that it has commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent S |
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| May 12, 2023 |
Exhibit 99.1 Tims China Reports Same-Store Sales Growth in April 2023 of 16.3% and Announces Participation in Spring Investor Conferences SHANGHAI and NEW YORK, May 10, 2023 (GLOBE NEWSWIRE) - TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced that April 2023 same-store sales for company-owned |
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| May 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| May 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 12, 2023. Table of Contents As filed with the U.S. Securities and Exchange Commission on May 12, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga |
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| May 12, 2023 |
Exhibit 99.1 Tims China Reports Same-Store Sales Growth in April 2023 of 16.3% and Announces Participation in Spring Investor Conferences SHANGHAI and NEW YORK, May 10, 2023 (GLOBE NEWSWIRE) - TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced that April 2023 same-store sales for company-owned |
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| May 12, 2023 |
PRIVATE PLACEMENT WARRANTS TENDER AND SUPPORT AGREEMENT Exhibit 10.28 Execution Version PRIVATE PLACEMENT WARRANTS TENDER AND SUPPORT AGREEMENT This PRIVATE PLACEMENT WARRANT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 12, 2023, is entered into by and among TH International Limited, a Cayman Islands exempted company (the “Company”) and each of the persons listed on Schedule A hereto (each, a “Private Warrant Holder” and, together |
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| May 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table SC TO-I (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to be paid $ 12,137,000 $ 0. |
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| May 12, 2023 |
Tims China Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants Exhibit 99.1 Tims China Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants SHANGHAI and NEW YORK, May 12, 2023 – TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, today announced that it has commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent S |
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| May 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of principa |
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| May 12, 2023 |
PUBLIC WARRANTS TENDER AND SUPPORT AGREEMENT Exhibit 10.27 Execution Version PUBLIC WARRANTS TENDER AND SUPPORT AGREEMENT This PUBLIC WARRANT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2023, is entered into by and among TH International Limited, a Cayman Islands exempted company (the “Company”) and each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder” and, together with the holders of the |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of principa |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TH International Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares G81355 128 G8656L 122 (Title of Class of Securities) (CUSIP Number of Class of Securities) 2501 Central P |
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| May 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form F-4 (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees To Be Paid Equity Ordinary Share, par value US$0. |
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| May 12, 2023 |
Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Ordinary Shares of TH International Limited for Ordinary Shares of TH International Limited and Consent Solicitation JUNE THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JUNE 9, 2023, OR |
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| May 12, 2023 |
Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF TH INTERNATIONAL LIMITED Pursuant to the Prospectus/Offer to Exchange dated May 12, 2023 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated May 12, 2023. This Notice of Guaranteed Delivery, or one substantially in the form he |
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| May 12, 2023 |
TH International Limited Dealer Manager and Solicitation Agent Agreement Exhibit 10.26 TH International Limited Dealer Manager and Solicitation Agent Agreement New York, New York May 12, 2023 Merrill Lynch (Asia Pacific) Limited as Dealer Manager c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: TH International Limited, a Cayman Islands exempted company (the “Company” or “we”), plans to make an offer (such offer as described in t |
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| May 12, 2023 |
Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Ordinary Shares of TH International Limited for Ordinary Shares of TH International Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JUNE 9, 2023, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. PUB |
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| April 28, 2023 |
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dong Li, certify that: 1.I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 28, 2023 |
Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-268225) on Form S-8 of our report dated April 28, 2023, with respect to the consolidated financial statements of TH International Limited. /s/ KPMG Huazhen LLP Shanghai, China April 28, 2023 |
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| April 28, 2023 |
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yongchen Lu, Chief Executive Officer of the Company, certi |
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| April 28, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yongchen Lu, certify that: 1.I have reviewed this annual report on Form 20-F of TH International Limited (the “Company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem |
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| April 28, 2023 |
Description of Securities of the Registrant. Exhibit 2.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Second Amended and Restated Memorandum and Articles of Association (the “THIL Articles”), a copy of which is filed wi |
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| April 28, 2023 |
Exhibit 11 CODE OF ETHICS Effective: September 28th, 2022 TH INTERNATIONAL LIMITED The board of directors (the “Board”) of TH International Limited (together with its subsidiaries, the “Company”) has adopted this Code of Ethics (the “Code”) in order to deter wrongdoing and promote: 1. |
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| April 28, 2023 |
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TH International Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Li, Chief Financial Officer of the Company, certify, |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 28, 2023 |
Exhibit 4.31 CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. Exhibit A Amended and Restated Master Development Agreement Exhibit A EXECUTION VERSION AMENDED AND RESTATED MASTER DEVELOPME |
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| April 28, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princi |
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| April 6, 2023 |
Exhibit 99.1 Tims China Announces Fourth Quarter and Full Year 2022 Financial Results Total Revenues Increased 34.6% Year-over-Year for the Fourth Quarter and 57.2% Year-over-Year for the Full Year 2022 131 Net New Store Openings During the Fourth Quarter, 617 System-Wide Stores at Year-End 11.3 Million Registered Loyalty Club Members at Year-End, Representing 88.5% Year-over-Year Growth Adjusted |
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| April 6, 2023 |
Exhibit 99.1 Tims China Announces Fourth Quarter and Full Year 2022 Financial Results Total Revenues Increased 34.6% Year-over-Year for the Fourth Quarter and 57.2% Year-over-Year for the Full Year 2022 131 Net New Store Openings During the Fourth Quarter, 617 System-Wide Stores at Year-End 11.3 Million Registered Loyalty Club Members at Year-End, Representing 88.5% Year-over-Year Growth Adjusted |
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| April 6, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| April 4, 2023 |
Joint Filing Agreement, dated April 3, 2023. EX-99.1 2 tm2311337d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joi |
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| April 4, 2023 |
THCH / TH International Ltd. / Yu Peter - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) Paul Hong Cartesian Capital Group, LLC 505 Fifth Avenue, 15th Floor New York, NY 10017 (212) 461-6300 (Name, |
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| March 31, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited This prospectus supplement updates, amends and sup |
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| March 31, 2023 |
Exhibit 99.1 Tims China Announces Addition of Popeyes® Chicken Brand SHANGHAI, China and NEW YORK, March 30, 2023 (GLOBE NEWSWIRE) - TH International Limited (“Tims China”; Nasdaq: THCH) closed a milestone transaction on March 30, 2023 to become the exclusive operator and developer of the world-famous Popeyes® brand in mainland China. “This is a landmark day,” said Peter Yu, Chairman of Tims China |
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| March 31, 2023 |
Exhibit 10.1 Confidential SHARE PURCHASE AGREEMENT dated March 30, 2023 by and among EACH OF THE SELLERS LISTED ON SCHEDULE 1 ATTACHED HERETO and TH International Limited and PLKC INTERNATIONAL LIMITED TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 7 Article II Purchase and Sale of Target Shares; Closing 8 Secti |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of princi |
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| March 30, 2023 |
Tims China Announces Addition of Popeyes Exhibit 99.1 Tims China Announces Addition of Popeyes® Chicken Brand SHANGHAI, China and NEW YORK, March 30, 2023 (GLOBE NEWSWIRE) - TH International Limited (“Tims China”; Nasdaq: THCH) closed a milestone transaction on March 30, 2023 to become the exclusive operator and developer of the world-famous Popeyes® brand in mainland China. “This is a landmark day,” said Peter Yu, Chairman of Tims China |
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| March 30, 2023 |
Exhibit 10.1 Confidential SHARE PURCHASE AGREEMENT dated March 30, 2023 by and among EACH OF THE SELLERS LISTED ON SCHEDULE 1 ATTACHED HERETO and TH International Limited and PLKC INTERNATIONAL LIMITED TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 7 Article II Purchase and Sale of Target Shares; Closing 8 Secti |
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| February 14, 2023 |
THCH / TH International Limited / THC Hope IB Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TH International Limited (Name of Issuer) CLASS A ORDINARY SHARES, $0.00000939586994067732 PAR VALUE PER SHARE (Title of Class of Securities) G8656L 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2023 |
THCH / TH International Limited / SC CHINA HOLDING Ltd - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 10, 2023 |
Exhibit 99.1 Tims China Board Approves Combination with Popeyes China Creates powerhouse in China, bringing together two leading global QSR brands Accelerates Tims China’s growth with addition of another customer favorite Financially compelling transaction expected to deliver revenue, cost, and development synergies Completion subject to customary closing conditions and documentation Shanghai – Fe |
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| February 10, 2023 |
THCH / TH International Limited / Tencent Holdings Ltd - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TH International Limited (Name of Issuer) Ordinary Shares, par value US$$0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of February 2023 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| February 10, 2023 |
EX-99.(A) 2 d690857dex99a.htm EX-99.(A) Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments th |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People?s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| December 28, 2022 |
Amendment No. 2 to Equity Support Agreement, dated December 27, 2022. EX-10.1 2 tm2233566d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO EQUITY SUPPORT AGREEMENT This AMENDMENT NO. 2 TO THE EQUITY SUPPORT AGREEMENT (this “Amendment”) is entered into as of December 27, 2022, by and between TH International Limited, a Cayman Islands exempted company (the “Issuer”), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, |
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| December 28, 2022 |
? ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-267864? PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated December 23, 2022) Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders of TH International Limited ? This prospectus supplement updates, amends an |
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| December 28, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO EQUITY SUPPORT AGREEMENT This AMENDMENT NO. 2 TO THE EQUITY SUPPORT AGREEMENT (this ?Amendment?) is entered into as of December 27, 2022, by and between TH International Limited, a Cayman Islands exempted company (the ?Issuer?), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid |
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| December 23, 2022 |
As filed with the Securities and Exchange Commission on December 23, 2022 F-1/A 1 tm2229878-3f1.htm F-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2022 Registration No. 333-268449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islan |
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| December 23, 2022 |
424B3 1 tm2221796-13424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267864 PROSPECTUS Up to 22,900,000 Ordinary Shares issuable upon the exercise of warrants Up to 62,151,365 Ordinary Shares and 5,650,000 Warrants to purchase Ordinary Shares offered by Selling Securityholders OF TH International Limited This prospectus relates to the issuance by TH Interna |
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| December 21, 2022 |
As filed with the Securities and Exchange Commission on December 21, 2022 F-1/A 1 tm2221796-9f1a.htm F-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 21, 2022 Registration No. 333-267864 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Isla |
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| December 21, 2022 |
TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 VIA EDGAR December 21, 2022 Brian Fetterolf Lilyanna Peyser U. |
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| December 12, 2022 |
CORRESP 1 filename1.htm 29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 中国北京建国门外大街1号 国贸写字楼2座29层 邮编 100004 总机: +8610 5737 9300 传真: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] December 12, 2022 CONFIDENTIAL Mr. Brian Fetterolf Ms. Lilyanna Peys |
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| December 12, 2022 |
As filed with the Securities and Exchange Commission on December 12, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 12, 2022 Registration No. |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People?s Republic of China, 200003 +86-021-6136-6616 (Address of pri |
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| November 30, 2022 |
Exhibit 99.1 Tims China Announces Unaudited Third Quarter 2022 Financial Results Total Revenues Increased 67.9% to RMB305.7 Million 46 Net New Store Openings; 486 System-Wide Stores at Quarter-End Same-Store Sales Growth for Company Owned and Operated Stores of 7.5% 8.9 Million Registered Loyalty Club Members, Representing 85.8% Year-over-Year Growth Adjusted Store EBITDA Margin Increased 4.1 Perc |
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| November 17, 2022 |
EX-FILING FEES 5 tm2229878d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table F-1 (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation and Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum |
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| November 17, 2022 |
Amendment No.1 to Equity Support Agreement, dated July 28, 2022 Exhibit 10.19 AMENDMENT NO. 1 TO EQUITY SUPPORT AGREEMENT This AMENDMENT NO. 1 TO THE EQUITY SUPPORT AGREEMENT (this ?Amendment?) is entered into as of July 28th, 2022, by and between TH International Limited, a Cayman Islands exempted company (the ?Issuer?), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP (indiv |
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| November 17, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 中国北京建国门外大街1号 国贸写字楼2座29层 邮编 100004 总机: +8610 5737 9300 传真: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] November 17, 2022 CONFIDENTIAL Mr. Brian Fetterolf Ms. Lilyanna Peyser Division of Corporati |
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| November 17, 2022 |
Exhibit 10.22 Execution Version OPTION AGREEMENT This Option Agreement (this ?Agreement?) is made as of September 28, 2022, by and between, on the one hand, TH International Limited, a Cayman Islands exempted company (the ?Company?), Pangaea Two Acquisition Holdings XXIIB Limited, a limited company formed under the laws of the United Kingdom (?XXIIB?), and Pangaea Two Acquisition Holdings XXIIA Li |
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| November 17, 2022 |
As filed with the Securities and Exchange Commission on November 17, 2022 F-1/A 1 tm2221796-4f1a.htm F-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 17, 2022 Registration No. 333-267864 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Isla |
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| November 17, 2022 |
Amendment No. 1 to Ordinary Share Purchase Agreement, dated November 9, 2022. Exhibit 10.16 EXECUTION VERSION AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE AGREEMENT This Amendment No. 1 (this ?Amendment?) to the Ordinary Share Purchase Agreement, dated March 11, 2022, by and between TH International Limited (the ?Company?) and CF Principal Investments LLC (the ?Investor?) (the ?Original Agreement?) is entered into as of November 9, 2022, by and between the Company and the Inv |
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| November 17, 2022 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). F-1 1 tm2229878-1f1.htm F-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 17, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisd |
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| November 17, 2022 |
Exhibit 10.12 CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and SONA CREDIT MASTER FUND LIMITED and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021 Table of Contents Page 1. Definitions and Interpretation 2 1.1 Definitions 2 1.2 Interpretation 10 2. Purchase and Sale of the Notes and the Common Shares 11 2.1 Purchase and Sale of the Notes and the Common Share |
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| November 17, 2022 |
Exhibit 10.13 FINAL FORM CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and SUNRISE PARTNERS LIMITED PARTNERSHIP and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021 Table of Contents Page 1. Definitions and Interpretation 2 1.1 Definitions 2 1.2 Interpretation 10 2. Purchase and Sale of the Notes and the Common Shares 11 2.1 Purchase and Sale of the Notes and |
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| November 14, 2022 |
THCH / TH International Limited / Silver Crest Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) October 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 7, 2022 |
As filed with the Securities and Exchange Commission on November 7, 2022 As filed with the Securities and Exchange Commission on November 7, 2022 Registration No. |
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| November 7, 2022 |
Calculation of Filing Fee Table EX-FILING FEES 4 tm2229058d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R |
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| October 21, 2022 |
SCHEDULE 13D JOINT FILING AGREEMENT Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth |
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| October 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TH International Limited (Name of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securities) G8656L 106 (CUSIP Number) Paul Hong Cartesian Capital Group, LLC 505 Fifth Avenue, 15th Floor New York, NY 10017 (212) 461-6300 (Name, Address and Teleph |
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| October 19, 2022 |
Tims China’s 500th coffee shop, located in Dongguan, Guangdong Province Exhibit 99.1 Tims China Opens 500th Coffee Shop and Announces Strong Revenue Growth Store opening comes shortly after listing on Nasdaq October 17, 2022 16:30 ET | Source: TH International Limited SHANGHAI, China and NEW YORK, Oct. 17, 2022 (GLOBE NEWSWIRE) - TH International Limited, the exclusive operator of Tim Hortons coffee shops in China (?Tims China? or the ?Company?) today announced that i |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People?s Republic of China, 200003 +86-021-6136-6616 (Address of prin |
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| October 13, 2022 |
Amendment No. 4 to Agreement and Plan of Merger, dated as of August 30, 2022. Exhibit 2.5 AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of August 30, 2022 by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (?Merger Sub?), and Silver Crest Acqui |
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| October 13, 2022 |
Second Amended and Restated Memorandum and Articles of Association of TH International Limited. EX-3.1 3 tm2221796d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum and articles OF association of TH International Limited (adopted by a Special Resolution passed on 9 March 2022 and effective 28 September 2022) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF TH In |
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| October 13, 2022 |
List of subsidiaries of TH International Limited. EX-21.1 11 tm2221796d3ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 List of Significant Subsidiaries Significant Subsidiaries Place of Incorporation TH Hong Kong International Limited Hong Kong Tim Hortons (China) Holdings Co. Ltd. PRC Tim Hortons (Shanghai) Food and Beverage Management Co., Ltd. PRC Tim Hortons (Beijing) Food and Beverage Services Co., Ltd. PRC Tim Hortons (Shenzhen) Food and Beverage Co. |
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| October 13, 2022 |
Control Agreement, dated June 13, 2022. Exhibit 10.18 Execution Version CONTROL AGREEMENT This Control Agreement (the ?Agreement?) is among TH International Limited, a Cayman Islands company (legal name of owner of the Account (as defined below)) (?Pledgor?); Shaolin Capital Management LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as defined below) (?Collateral Agent?); and U.S. Bank National As |
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| October 13, 2022 |
Amended and Restated Share Incentive Plan of TH International Limited. Exhibit 10.5 TH International Limited AMENDED & RESTATED SHARE OPTION SCHEME Adopted on September 28 2022 CONTENT Clause Heading Page 1. DEFINITIONS 3 2. CONDITIONS 5 3. PURPOSE, DURATION AND ADMINISTRATION 6 4. GRANT OF OPTIONS 6 5. SUBSCRIPTION PRICE 7 6. EXERCISE OF OPTIONS 7 7. LAPSE OF OPTION 10 8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION 11 9. REORGANISATION OF CAPITAL STRUCTURE 1 |
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| October 13, 2022 |
Exhibit 107 Calculation of Filing Fee Table F-1 (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation and Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary share, par value $0. |
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| October 13, 2022 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). F-1 1 tm2221796-2f1.htm FORM F-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 13, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands (State or other |
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| October 13, 2022 |
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of September 28, 2022 by and among (i) TH International Limited, a Cayman Islands exempted company (including any successor entity thereto, the ?Company?), and (ii) the undersigned parties listed as ?Investors? on the signature page hereto (each, an ?Investor? and collectively, the ?I |
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| October 13, 2022 |
Exhibit 4.3 ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of September 28, 2022 (the ?Effective Date?), is by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), TH International Limited, a Cayman Islands exempted company (the ?Company?), and C |
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| October 13, 2022 |
Exhibit 10.8 FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT This First Amendment (the ?Amendment?) to the Amended and Restated Master Development Agreement is made on September 28, 2022 by and amongst (1) Tim Hortons Restaurants International GmbH, a private limited liability company (Gesellschaft mit beschr?nkter Haftung) organized under the laws of Switzerland (?THRI?), |
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| September 29, 2022 |
Exhibit 99.1 Tims China Completes Business Combination with Silver Crest Acquisition Corporation Closing and related transactions will provide Tims China access to nearly $200 million to support continued growth New York and Shanghai ? September 28, 2022 ? TH International Limited, the exclusive operator of Tim Hortons coffee shops in China (?Tims China? or the ?Company?) today announced that its |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People?s Republic of China, 200003 +86-021-6136-6616 (Address of pr |
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| September 28, 2022 |
8-A12B 1 tm2226650d18a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT TH International Limited (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Cayman Islands (State or other jurisdiction of incorporation or organization) Not A |
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| August 12, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| August 10, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| August 9, 2022 |
Filed by Silver Crest Acquisition Corp Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| August 4, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| August 1, 2022 |
Tims China and Easy Joy Open Three Tims Coffee Shops in Beijing Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| July 25, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| July 21, 2022 |
424B3 1 tm2125996-49424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-259743 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SILVER CREST ACQUISITION CORPORATION PROSPECTUS FOR UP TO 43,125,000 ORDINARY SHARES, 26,150,000 WARRANTS AND 26,150,000 ORDINARY SHARES UNDERLYING WARRANTS OF TH INTERNATIONAL LIMITED The board of directors of Sil |
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| July 21, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| July 20, 2022 |
Amendment No. 1 to Agreement and Plan of Merger, dated as of January 30, 2022. F-4/A 1 tm2125996-46f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 20, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands |
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| July 18, 2022 |
TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People?s Republic of China, 200003 VIA EDGAR July 18, 2022 Tatanisha Meadows Adam Phippen Brian Fetterolf Lilyanna Peyser U. |
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| July 13, 2022 |
As filed with the Securities and Exchange Commission on July 13, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 13, 2022 Registration No. |
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| July 13, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Steve Lin Facsimile: +86 10 5737 9301004 To Call Writer Directly +86 10 5737 9315 [email protected] ??????????1? ?????2?29? ??100004 ??: +8610 5737 9300 ??: +8610 5737 9301 www.kirkland.com July 13, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. Lil |
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| July 5, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 ??????????1? ?????2?29? ?? 100004 ??: +8610 5737 9300 ??: +8610 5737 9301 Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] www.kirkland.com July 5, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. Lil |
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| July 5, 2022 |
As filed with the Securities and Exchange Commission on July 5, 2022 F-4/A 1 tm2125996-35f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 5, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands |
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| June 22, 2022 |
As filed with the Securities and Exchange Commission on June 22, 2022 F-4/A 1 tm2125996-31f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands |
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| June 22, 2022 |
Consent of Han Kun Law Offices. Exhibit 23.8 June 22, 2022 To: TH International Limited (the “Company”) 2501 Central Plaza, 227 Huangpi North Road, Shanghai, China Dear Sirs/Madams, We have acted as legal counsel as to the laws of the People’s Republic of China (the “PRC”, for purpose of this letter only, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) to the Company in |
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| June 22, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 ??????????1? ?????2?29? ?? 100004 ??: +8610 5737 9300 ??: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] June 22, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. Li |
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| June 10, 2022 |
Filed by Silver Crest Acquisition Corp 425 1 tm2125996d32425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. 333-259743 On June 10, 2022, TH International Limited (“THIL”), as required by the Singapore Exchange Limited, announced it made a payment-in-kind (PIK) interest payment on its variable rate convertible senior note |
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| June 8, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 ??????????1? ?????2?29? ?? 100004 ??: +8610 5737 9300 ??: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] June 8, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. Lil |
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| June 8, 2022 |
Equity Support Agreement, dated March 9, 2022. EX-10.16 5 tm2125996d29ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 EQUITY SUPPORT AGREEMENT This EQUITY SUPPORT AGREEMENT (this “Equity Support Agreement”) is entered into on March 8, 2022, by and between the subscribers set forth on Schedule B hereto (individually, a “Subscriber” and collectively, the “Subscribers”) and TH International Limited, a Cayman Islands exempted company (the “Issuer”, which, |
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| June 8, 2022 |
Pledge and Security Agreement, dated May 25, 2022. Exhibit 10.17 Execution Version PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (as it may be amended or modified from time to time, this ?Security Agreement?) is entered into as of May 25, 2022, by and between Shaolin Capital Master Fund, Ltd.; MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC; DS Liquid DIV RVA SCM LLC; and Shaolin Capital Partners SP, a segregated |
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| June 8, 2022 |
As filed with the Securities and Exchange Commission on June 8, 2022 F-4/A 1 tm2125996-28f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 8, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands |
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| May 9, 2022 |
Consent of Han Kun Law Offices. Exhibit 23.8 May 9, 2022 To: TH International Limited (the “Company”) 2501 Central Plaza, 227 Huangpi North Road, Shanghai, China Dear Sirs/Madams, We hereby consent to the reference of our name in the Company’s registration statement on Form F-4 (File No.: 333-259743), including all amendments and supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commissio |
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| May 9, 2022 |
Exhibit 23.7 Suites 4201 - 03 & 12 42/F, One Island East Taikoo Place 18 Westlands Road Quarry Bay Hong Kong Tel +852 252 3 8123 applebyglobal.com Managing Partner David Bulley Partners Fiona Chan Vincent Chan Chris Cheng Judy Lee Marc Parrot Eliot Simpson Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong 9 May 2022 Dear Sirs Consent of Apple |
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| May 9, 2022 |
As filed with the Securities and Exchange Commission on May 9, 2022 F-4/A 1 tm2125996-24f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 9, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands 5 |
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| May 9, 2022 |
Consent of Han Kun Law Offices (included in Exhibit 99.2) EX-99.2 7 tm2125996d26ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF DEREK CHEUNG In connection with the filing by TH International Limited of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named in the Registration Stat |
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| May 9, 2022 |
CORRESP 1 filename1.htm 29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 中国北京建国门外大街1号 国贸写字楼2座29层 邮编 100004 总机: +8610 5737 9300 传真: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] May 9, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. |
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| April 29, 2022 |
Filed by Silver Crest Acquisition Corp Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Limited Commission File No. |
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| March 28, 2022 |
Registration Rights Agreement, dated March 11, 2022. Exhibit 10.15 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 11, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (the ?Company?). For purposes of this Agreement, references to the ?Company? shall also |
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| March 28, 2022 |
EX-FILING FEES 12 tm2125996d22ex-filingfees.htm EX-FILING FEES Exhibit 107 (EX-FILING FEES) Calculation of Filing Fee Tables F-4 (Form Type) TH International Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(8) Proposed Maximum Offering Price Per Unit Ma |
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| March 28, 2022 |
Equity Support Agreement, dated March 9, 2022. Exhibit 10.16 EQUITY SUPPORT AGREEMENT This EQUITY SUPPORT AGREEMENT (this ?Equity Support Agreement?) is entered into on March 8, 2022, by and between the subscribers set forth on Schedule B hereto (individually, a ?Subscriber? and collectively, the ?Subscribers?) and TH International Limited, a Cayman Islands exempted company (the ?Issuer?, which, for the avoidance of doubt, shall include the en |
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| March 28, 2022 |
Amendment No. 1 to Voting and Support Agreement, dated as of March 9, 2022. Exhibit 10.5 EXECUTION VERSION AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this ?Amendment?) is entered into as of March 9, 2022, by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), and Silver Crest Management LLC, Cayman |
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| March 28, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 ??????????1? ?????2?29? ?? 100004 ??: +8610 5737 9300 ??: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] March 28, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. L |
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| March 28, 2022 |
As filed with the Securities and Exchange Commission on March 28, 2022 F-4/A 1 tm2125996-16f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 28, 2022 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Island |
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| March 28, 2022 |
Form of Subscription Agreement. EX-10.13 6 tm2125996d22ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 CONFIDENTIAL SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is entered into this [●] day of March, 2022, by and among TH International Limited, an exempted company incorporated under the laws of the Cayman Islands with the registered address at the office of Maples Corporate Services Limited, PO Box |
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| March 28, 2022 |
Ordinary Share Purchase Agreement, dated March 11, 2022. Exhibit 10.14 Execution Version ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of March 11, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and TH International Limited, a Cayman Islands exempted company (including any successor entity, the ?Company?). RECITALS WHEREAS |
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| March 28, 2022 |
Form of Convertible Note Purchase Agreement. Exhibit 10.12 FINAL FORM CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and [SONA CREDIT MASTER FUND LIMITED]/ [SUNRISE PARTNERS LIMITED PARTNERSHIP] and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021 Table of Contents Page 1. Definitions and Interpretation 2 1.1 Definitions 2 1.2 Interpretation 10 2. Purchase and Sale of the Notes and the Common Shares 11 2. |
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| March 28, 2022 |
Form of Director and Officer Indemnification Agreement. EX-10.7 4 tm2125996d22ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of , 2022 by and between TH International Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned (“Indemnitee”), and is effective as of the Effective Date (as defin |
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| March 14, 2022 |
Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. |
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| January 28, 2022 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R.C. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301004 ??????????1? ?????2?29? ?? 100004 ??: +8610 5737 9300 ??: +8610 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] January 28, 2022 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. |
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| January 28, 2022 |
Exhibit 10.10 Business Cooperation Agreement This Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on December 2, 2021, in Shanghai, the People?s Republic of China (?China? or the ?PRC?, only for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan). Pa |
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| January 28, 2022 |
Exhibit 4.7 ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 202[?] (the ?Effective Date?), is by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), TH International Limited, a Cayman Islands exempted company (the ?Company?), and Continen |
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| January 28, 2022 |
As filed with the Securities and Exchange Commission on January 28, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 28, 2022 Registration No. |
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| January 28, 2022 |
Indenture between TH International Limited and Wilmington Savings Fund Society, FSB, as trustee. Exhibit 4.9 TH INTERNATIONAL LIMITED and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE Dated as of December 30, 2021 Variable Rate Convertible Senior Notes due 2026 TABLE OF CONTENTS Article 1. DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 21 Section 1.03. Rules of Construction. 21 Article 2. THE NOTES 22 Section 2.01. Form, Dating a |
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| January 25, 2022 |
Tim Hortons targets aggressive growth in China even as Ottawa-Beijing relations remain delicate Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. |
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| December 13, 2021 |
Tim Hortons China Raises $50 Million in Pre-Merger Financing 425 1 tm2125996d12425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tim Hortons China Raises $50 Million in Pre-Merger Financing (No web link, subscription required) Bloomberg By Jinshan Hong Dec 13, 2021 (Bloomberg) - TH International Ltd., also known as Tims China, raised t |
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| December 2, 2021 |
29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004 P.R. Telephone: +86 10 5737 9300 Facsimile: +86 10 5737 9301 www.kirkland.com Steve Lin To Call Writer Directly +86 10 5737 9315 [email protected] December 2, 2021 CONFIDENTIAL Ms. Tatanisha Meadows Mr. Adam Phippen Mr. Brian Fetterolf Ms. Lilyanna Peyser Office of Trade & Services Division of Corporation Finance Off |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 F-4/A 1 tm2125996-5f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. 333-259743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islan |
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| November 29, 2021 |
Filed by Silver Crest Acquisition Corp 425 1 tm2134045d2425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tim Hortons China to open coffee shops in Metro's China stores Reuters By Sophie Yu and Brenda Goh Nov 29, 2021 BEIJING, Nov 29 (Reuters) - The Chinese arm of Canadian coffee chain Tim Hortons said on Monday i |
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| November 29, 2021 |
425 1 tm2134045d1425.htm 425 Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. 333-259743 Tims China Announces Strategic Partnership with METRO China Agreement further contributes to Tims China’s robust expansion Shanghai – November 29, 2021 – TH International Limited, together with its wholly owne |
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| October 27, 2021 |
Filed by Silver Crest Acquisition Corp Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. |
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| October 26, 2021 |
Tims China Opens 300th Coffee Shop Milestone event marks Tims China’s continued rapid expansion Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: TH International Ltd Commission File No. |
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| October 12, 2021 |
? Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ? Subject Company: TH International Ltd ? Commission File No. |
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| October 12, 2021 |
425 1 tm2129771d2425.htm 425 ▪ Filed by Silver Crest Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 ▪ Subject Company: TH International Ltd ▪ Commission File No. 333-259743 October 2021 Investor Presentation Tim Hortons China (“Tims”) 1 Disclaimer and Risk Factors 1 The information provided in this presentation pertaining to the proposed business combination (the “Business |
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| September 23, 2021 |
Specimen Class A Ordinary Share Certificate of Silver Crest Acquisition Corporation. EX-4.2 5 tm2125996d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SILVER CREST ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G81355128 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH |
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| September 23, 2021 |
EX-4.4 7 tm2125996d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT SILVER CREST ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 13, 2021, is by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, |
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| September 23, 2021 |
CORRESP 1 filename1.htm Steve Lin To Call Writer Directly +86 1057379315 [email protected] 29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004, P.R. China Telephone: +8610 5737 9300 Facsimile: +8610 5737 9301 www.kirkland.com September 23, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TH International Limited Filing of Draft Reg |
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| September 23, 2021 |
EX-10.3 14 tm2125996d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SPONSOR LOCK-UP AGREEMENT Execution Version This Sponsor Lock-Up Agreement (this “Agreement”) is made and entered into as of August 13, 2021, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Silver Crest Management LLC, a Cayman Islands limited liability company (“Sponsor”). WHEREAS, capitaliz |
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| September 23, 2021 |
EX-4.8 11 tm2125996d3ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 202[●] by and among (i) TH International Limited, a Cayman Islands exempted company (including any successor entity thereto, the “Company”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an |
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| September 23, 2021 |
List of subsidiaries of TH International Limited. Exhibit 21.1 List of Significant Subsidiaries Significant Subsidiaries Place of Incorporation TH Hong Kong International Limited Hong Kong Tim Hortons (China) Holdings Co. Ltd. PRC Tim?Hortons (Shanghai) Food and Beverage Management Co., Ltd. PRC Tim Hortons (Beijing) Food and Beverage Service Co., Ltd. PRC Tims Coffee (Shenzhen) Co., Ltd. PRC Shanghai Donuts Enterprise Management Co., Ltd. PRC |
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| September 23, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). F-4 1 tm2125996-1f4.htm FORM F-4 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 23, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TH International Limited (Exact name of registrant as specified in its charter) Cayman Islands 5812 Not Appli |
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| September 23, 2021 |
EX-4.7 10 tm2125996d3ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [●], 202[●] (the “Effective Date”), is by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), TH International Limited, a Cayman Islands exe |
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| September 23, 2021 |
Specimen Warrant Certificate of Silver Crest Acquisition Corporation. EX-4.3 6 tm2125996d3ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Silver Crest Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP G81355128 Warrant Certificate This Warrant Certificate certifies that [ ], or registe |
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| September 23, 2021 |
Specimen Unit Certificate of Silver Crest Acquisition Corporation. EX-4.1 4 tm2125996d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Silver Crest Acquisition Corporation CERTAIN DEFINITIONS CUSIP G81355110 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A |
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| September 23, 2021 |
Amended and Restated Memorandum and Articles of Association of TH International Limited. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman TH International Limited (ROC #336092) (the "Company") TAKE NOTICE that by written resolution of the shareholders of the Company dated February 26, 2021, the following special resolution was passed: THAT the Memorandum and Articles of Association of the Company currently in effect be ame |
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| September 23, 2021 |
Form of Amended and Restated Share Incentive Plan of TH International Limited. EX-10.5 16 tm2125996d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TH International Limited AMENDED & RESTATED SHARE OPTION SCHEME Adopted on [●] 2021 CONTENT Clause Heading Page 1. DEFINITIONS 3 2. CONDITIONS 6 3. PURPOSE, DURATION AND ADMINISTRATION 6 4. GRANT OF OPTIONS 6 5. SUBSCRIPTION PRICE 7 6. EXERCISE OF OPTIONS 7 7. LAPSE OF OPTION 10 8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION 11 9. |
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| September 23, 2021 |
Amended and Restated Memorandum and Articles of Association of Silver Crest Acquisition Corporation. Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER CREST ACQUISITION CORPORATION (Adopted by Special Resolution dated [ ] 2020) i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SILVER CREST ACQU |
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| September 23, 2021 |
Specimen Ordinary Share Certificate of TH International Limited. Exhibit 4.5 SPECIMEN ORDINARY SHARE CERTIFICATE NUMBER SHARES TH INTERNATIONAL LIMITED INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$[?] EACH OF TH INTERNATIONAL LIMITED (THE ?COMPANY?) subject to the Company?s amended and restat |
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| September 23, 2021 |
Specimen Warrant Certificate of TH International Limited. Exhibit 4.6 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TH International Limited Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered h |
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| September 23, 2021 |
EX-10.1 12 tm2125996d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2021 by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “T |
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| September 23, 2021 |
EX-10.2 13 tm2125996d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the persons lis |
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| September 23, 2021 |
Exhibit 10.4 Execution Version VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the ?Company?), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (?SPAC?), and Silver Crest Management LLC, Cayman Islands limited liability compan |
