TH International issues $14.4M convertible notes

Stanford Ming Lin previously held senior roles at Nestlé, Visa and Walmart in Greater China.

Rhea-AI Filing Summary

TH International Ltd (THCH) completed issuance to Tim Hortons Restaurants International GmbH (THRI) of the third tranche of senior secured convertible notes due 2029, with an aggregate principal amount of US$14,374,349.00. The purchase price was US$15 million, including accrued interest from June 2, 2026. The tranche was consolidated with the existing floating rate senior secured convertible notes due 2029 and the first and second additional tranches, forming one series and ranking pari passu with them.

Effective October 19, 2026, director Mr. Thiago Santelmo resigned and Mr. Stanford Ming Lin was appointed as a director. Mr. Lin is General Manager, Tim Hortons Asia Pacific at Restaurant Brands International.

Key Figures

Aggregate principal amount: US$14,374,349.00 Aggregate purchase price: US$15 million Maturity: Due 2029 +2 more

5 metrics

Aggregate principal amount US$14,374,349.00 Third tranche of senior secured convertible notes due 2029

Aggregate purchase price US$15 million Includes accrued interest from June 2, 2026

Maturity Due 2029 Senior secured convertible notes

Accrued interest date June 2, 2026 Interest included in the third tranche's purchase price

Director appointment effective date October 19, 2026 Stanford Ming Lin appointed as a director

Key Terms

Senior Secured Convertible Notes, pari passu, aggregate principal amount, indenture

4 terms

Senior Secured Convertible Notes financial

"third 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.

pari passu financial

"ranks pari passu with"

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.

aggregate principal amount financial

"in an aggregate principal amount of US$14,374,349.00"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

indenture financial

"indenture governing the Original Notes"

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.

How much were THCH's third-tranche convertible notes?

The third tranche had an aggregate principal amount of US$14,374,349.00. Its aggregate purchase price was US$15 million, including accrued interest from June 2, 2026.

Who replaced Thiago Santelmo on THCH's board?

Mr. Stanford Ming Lin was appointed as a director effective October 19, 2026, when Mr. Thiago Santelmo resigned. Mr. Lin is General Manager, Tim Hortons Asia Pacific at Restaurant Brands International; he previously held senior roles at Nestlé, Visa and Walmart in Greater China.

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

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

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Available on EDGAR 10/19/2026 - 04:00 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:00 PM EDT 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 October 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 Third Tranche of Senior Secured Convertible Notes

On October 16, 2026, TH International Limited (“Tims China” or the “Company”) announced the closing of the issuance of the third tranche of Senior Secured Convertible Notes due 2029 (the “Third Tranche of Additional Notes”) to Tim Hortons Restaurants International GmbH (“THRI”) in an aggregate principal amount of US$14,374,349.00. The aggregate purchase price for the Third Tranche of Additional Notes, including accrued interest from June 2, 2026, was US$15 million. Upon issuance, the Third 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”), and with the first and second tranches of additional notes previously issued under the indenture governing the Original Notes.

Substitution of THRI Nominee as a Director

Effective October 19, 2026, Mr. Thiago Santelmo resigned as a director of the Company, and Mr. Stanford Ming Lin was appointed as a director of the Company.

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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)
99.1		Biographical Information of the New Director (Mr. Stanford Ming Lin)

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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: October 19, 2026

[Signature Page to Form 6-K]

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Exhibit 99.1

Biographical Information of the New Director (Mr. Stanford Ming Lin)

Mr. Stanford Ming Lin has been appointed as a member of the Board of Directors of TH International Limited. He is currently General Manager, Tim Hortons Asia Pacific at Restaurant Brands International (RBI). Prior to joining RBI, Mr. Lin served as Business Executive Officer of Nespresso Greater China and served on the board of directors of Cotti Coffee.  Prior to that, Mr. Lin held a range of senior roles at Nestlé, Visa and Walmart in Greater China.   Earlier in his career, he worked as a management consultant at McKinsey & Company.  Mr. Lin holds a Bachelor of Arts degree from Duke University, a J.D. degree from Harvard Law School and an MBA from MIT Sloan School of Management.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 BIOGRAPHICAL INFORMATION OF THE NEW DIRECTOR (MR. STANFORD MING LIN) 1.8 KB