STOCK TITAN

TH International issues $15M 2029 convertible notes

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

TH International Ltd (Tims China) reported that it has closed the issuance of a second tranche of its Senior Secured Convertible Notes due 2029 to Tim Hortons Restaurants International GmbH, with an aggregate principal amount of US$14,539,026 and total proceeds, including accrued interest, of US$15 million.

These additional notes are consolidated into a single series with, and rank pari passu with, Tims China’s existing floating rate senior secured convertible notes due 2029. The company expects to issue two further tranches of additional notes, subject to closing conditions, with the final tranche expected in the first quarter of 2027.

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Second tranche principal amount US$14,539,026 Aggregate principal amount of Senior Secured Convertible Notes due 2029 in the second tranche
Second tranche total proceeds US$15 million Total proceeds including accrued interest from the second tranche of additional notes
Notes maturity year 2029 Stated maturity of the Senior Secured Convertible Notes issued and outstanding
Additional tranches expected 2 tranches Number of additional tranches of notes the company expects to issue, subject to conditions
Expected final tranche timing First quarter of 2027 Timing stated for the expected issuance of the final tranche of additional notes
Senior Secured Convertible Notes financial
"issuance of the second tranche of Senior Secured Convertible Notes due 2029"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
floating rate senior secured convertible notes financial
"the Company’s existing floating rate senior secured convertible notes due 2029"
pari passu financial
"formed a single series with, and ranks pari passu with, the Company’s existing"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
Indenture financial
"Indenture (incorporated by reference to Exhibit 10.1 to the Form 6-K"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did THCH (TH International Ltd) complete in September 2026?

TH International Ltd completed the issuance of a second tranche of Senior Secured Convertible Notes due 2029 to Tim Hortons Restaurants International GmbH, with an aggregate principal amount of US$14,539,026 and total proceeds, including accrued interest, of US$15 million.

Who purchased the new Senior Secured Convertible Notes from THCH?

The second tranche of Senior Secured Convertible Notes due 2029 was issued to Tim Hortons Restaurants International GmbH, according to TH International Ltd.

What is the principal amount and proceeds of THCH’s second tranche of notes?

The second tranche of Senior Secured Convertible Notes has an aggregate principal amount of US$14,539,026, and the total proceeds, including accrued interest, are US$15 million.

How do the new THCH notes relate to the existing 2029 notes?

Upon issuance, the second tranche of additional notes was consolidated and formed a single series with, and ranks pari passu with, TH International Ltd’s existing floating rate senior secured convertible notes due 2029.

Does THCH plan more tranches of Senior Secured Convertible Notes?

TH International Ltd expects to issue two more tranches of additional notes, subject to their closing conditions, and states that the final tranche is expected to be issued in the first quarter of 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

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 2026

 

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

 

Completion of Issuance of Second Tranche of Senior Secured Convertible Notes

 

On September 10, 2026, TH International Limited (“Tims China” or the “Company”) announced the closing of the issuance of the second tranche of Senior Secured Convertible Notes due 2029 (the “Second Tranche of Additional Notes”) to Tim Hortons Restaurants International GmbH in an aggregate principal amount of US$14,539,026.00. The total proceeds, including the accrued interest, for the Second Tranche of Additional Notes are US$15 million. Upon issuance, the Second Tranche of Additional Notes was consolidated and formed a single series with, and ranks pari passu with, the Company’s existing floating rate senior secured convertible notes due 2029 (the “Original Notes”). The Company expects to issue two more tranches of additional notes, subject to the satisfaction of their respective closing conditions, which, upon their respective issuances, will also be consolidated and form a single series with the Original Notes and the Second Tranche of Additional Notes, with the final tranche expected to be issued in the first quarter of 2027.

 

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INDEX TO EXHIBITS

 

Exhibit Number   Exhibit Title
10.1   Indenture (incorporated by reference to Exhibit 10.1 to the Form 6-K (File No. 001-41516), filed with the SEC on December 3, 2025)

 

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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/ Kwok Wah Cheung
  Kwok Wah Cheung
  Chief Executive Officer

 

Date: September 10, 2026

 

[Signature Page to Form 6-K]

 

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