THCH announces $89.9M secured convertibles, 2029 maturity and reset

Rhea-AI Filing Summary

TH International Limited (Tims China) announced a definitive agreement to issue senior secured convertible notes in an aggregate principal amount of approximately US$89.9 million, with closing expected in Q4 2025, subject to customary conditions including required regulatory approvals in China. A portion of the proceeds will be used to repurchase all amounts outstanding under its variable rate convertible senior notes due 2026.

The new notes bear interest at compounded SOFR + 8.0%, allow payment-in-kind at the Company’s discretion, and mature on September 30, 2029. They are convertible into newly issued ordinary shares at US$2.7822 per share, set at 110% of the five-day VWAP prior to signing. The notes are secured by a share charge over 100% of the equity in TH Hong Kong International Limited and a debenture over all Company assets, and include customary covenants limiting additional debt, investments, security, and affiliate transactions.

Concurrently, THRI and Cartesian Capital Group agreed to extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029 and align the conversion price to US$2.7822. Related franchise and development agreements were also amended.

Insights

Capital structure and credit analyst

Refinances near-term debt with secured converts maturing in 2029.

TH International plans to issue senior secured convertible notes totaling US$89.9 million. Terms include interest at compounded SOFR + 8%, optional PIK, conversion at US$2.7822 per share, and maturity on September 30, 2029. Proceeds will partly repurchase the variable rate convertible notes due 2026, addressing a nearer-term maturity.

The notes are secured by a share charge over TH Hong Kong International Limited and a debenture over all Company assets, alongside covenants restricting new debt, investments, security, and affiliate transactions (with exceptions). Security and covenants strengthen creditor position while introducing constraints on future financings.

Concurrently, 2024 unsecured convertible notes held by THRI and Cartesian Capital Group will extend from June 2027 to September 2029 and reset conversion to US$2.7822. Closing is expected in Q4 2025; subsequent filings may provide final timing and detailed mechanics.

Form 6-K: How Foreign Companies Report to the SEC →

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 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 principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒              Form 40-F ☐

EXPLANATORY NOTE

Issuance of Senior Secured Convertible Notes and Amendment to existing Convertible Notes

On October 31, 2025, TH International Limited (“Tims China” or the “Company”), announced that it has entered into a definitive agreement for the issuance of Senior Secured Convertible Notes and amendment to the existing 2024 unsecured convertible notes of the Company. The transaction has been approved by the board of directors of the Company. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including required regulatory approvals in China.

New Senior Secured Convertible Notes

The Company has entered into agreements providing for the issuance of senior secured convertible notes due September 2029 (the “Notes”) in an aggregate principal amount of approximately US$89.9 million. The Company will use part of the proceeds from the issuance of the Notes for the repurchase of all outstanding amount due under its variable rate convertible senior notes due 2026.

Interest Rate, Conversion Price and Maturity Date

The Notes will bear an interest rate at compounded SOFR plus 8.0% for the relevant interest period, which the Company may choose at its sole discretion to pay interest in kind in the form of additional Notes to their outstanding principal amount. The Notes will mature on September 30, 2029. The Notes may be convertible directly into newly issued ordinary shares of Tims China at a price of US$2.7822 per share, which is based on 110% of the volume-weighted average share price (“VWAP”) for the five trading days immediately prior to the signing of the transaction.

Security and covenants

The Notes will be secured by (i) a Share Charge over 100% of the Company’s equity interests in TH Hong Kong International Limited, a wholly-owned subsidiary of the Company and (ii) a debenture over all of the Company’s assets. The Notes contains covenants to restrict the Company’s ability to incur debt, make investments, provide security, enter into affiliates transactions, among others, subject to customary exceptions.

Extension and Alignment of 2024 Convertible Notes

THRI and Cartesian Capital Group have also agreed to, concurrently with the issuance of the new senior secured convertible notes due 2029, extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029. The conversion price of these notes will be re-struck to match the conversion price of the new senior secured convertible notes.

THRI, the Company and its subsidiaries in Hong Kong and China have also entered into a Third Amendment to the Amended and Restated Master Development Agreement, the HK Amended and Restated Company Franchise Agreement and the PRC Amended and Restated Company Franchise Agreement to amend certain provisions, including those relating to the administration of the advertising fund and the development plans.

The issuance of the securities under such transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering and in an offshore transaction in reliance upon Regulation S under the Securities Act.

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INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
10.1		Convertible Note Purchase Agreement
10.2		Third Amendment to the Amended and Restated Master Development Agreement and Second Amendment to the Amended and Restated Company Franchise Agreements
99.1		Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TH International Limited

/s/ Yongchen Lu

Yongchen Lu

Chief Executive Officer

Date: October 31, 2025

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FAQ

What financing did THCH announce in this 6-K?

THCH agreed to issue senior secured convertible notes with an aggregate principal amount of approximately US$89.9 million.

What are the key terms of THCH’s new notes (rate, maturity, conversion)?

They bear compounded SOFR + 8.0%, mature on September 30, 2029, and are convertible at US$2.7822 per share.

How will THCH use proceeds from the new notes?

A portion will be used to repurchase all outstanding amounts under its variable rate convertible senior notes due 2026.

What secures the new THCH notes?

A share charge over 100% of TH Hong Kong International Limited and a debenture over all Company assets.

What changes were made to the 2024 unsecured convertible notes?

Maturity extended from June 2027 to September 2029 and conversion price aligned to US$2.7822.

When is the transaction expected to close?

In Q4 2025, subject to customary closing conditions, including required regulatory approvals in China.

Under what securities law exemption is the issuance being made?

The issuance is exempt under Section 4(a)(2) and in reliance upon Regulation S.