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TH International (NASDAQ: THCH) issues first US$15.8M tranche of 2029 senior secured convertible notes

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

TH International Limited reported that it has closed the issuance of the first tranche of its senior secured convertible notes due 2029. This first tranche, issued to Tim Hortons Restaurants International GmbH, has an aggregate principal amount of US$15,623,304.00, with total proceeds including accrued interest of US$15.8 million.

These additional notes were immediately consolidated into a single series with the company’s existing floating rate senior secured convertible notes due 2029 and rank pari passu with them. The company expects to issue three more tranches of additional notes, each subject to closing conditions, with the final tranche targeted for the first quarter of 2027.

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Insights

TH International adds US$15.8M via first tranche of 2029 convertible notes.

TH International Limited has completed the first tranche of senior secured convertible notes due 2029, raising total proceeds of US$15.8 million. The notes are issued to Tim Hortons Restaurants International GmbH and consolidate with the existing floating rate senior secured convertible notes due 2029.

The new tranche ranks pari passu with the original notes, meaning equal priority in payment and collateral claims. Because the instruments are convertible, they introduce potential future equity dilution while currently adding secured debt to the balance sheet. Terms such as interest rate and conversion price are not detailed in this excerpt.

The company indicates plans for three further tranches of additional notes, each subject to closing conditions, with the final tranche expected in the first quarter of 2027. Future disclosures about the remaining tranche sizes and detailed conversion terms will further clarify long‑term leverage and dilution implications.

Principal amount, first tranche US$15,623,304.00 Aggregate principal of first tranche senior secured convertible notes due 2029
Total proceeds, first tranche US$15.8 million Proceeds from first tranche including accrued interest
Notes maturity year 2029 Maturity of senior secured convertible notes (original and additional tranches)
Planned additional tranches 3 tranches Expected further issuances of additional notes subject to closing conditions
Expected final tranche timing Q1 2027 Final tranche of additional notes expected in the first quarter of 2027
Senior Secured Convertible Notes financial
"issuance of the first 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
"formed a single series with, and ranks pari passu with, its existing floating rate"
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.
floating rate financial
"existing floating rate senior secured convertible notes due 2029"
An interest rate on a loan, bond or deposit that is not fixed but resets at regular intervals based on a reference market rate plus a set margin, so the payments rise or fall as overall interest rates change. For investors, floating-rate instruments act like a weather vane: they can protect income when rates climb by increasing payouts, but they introduce unpredictable cash flow and price movement when rates fall or shift, affecting expected yield and valuation.
convertible preferred shares financial
"Certificate of Designation of Series A-2 Convertible Preferred Shares and Class A-1"
Convertible preferred shares are a type of stock that pays priority dividends and has a higher claim on assets than common shares, but can be exchanged later for a set number of common shares. For investors, they offer a safety-and-upside mix: steady income and protection like a senior ticket, plus the option to convert into common stock if the company grows — a decision that affects potential returns and how much existing owners’ stakes may be diluted.
Indenture regulatory
"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.
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FAQ

What financing transaction did THCH complete in this Form 6-K?
TH International Limited completed the issuance of the first tranche of senior secured convertible notes due 2029. The tranche, issued to Tim Hortons Restaurants International GmbH, raised total proceeds of about US$15.8 million, including accrued interest, and was consolidated with existing 2029 notes.

How large is THCH’s first tranche of additional senior secured convertible notes?
The first tranche of additional senior secured convertible notes has an aggregate principal amount of US$15,623,304.00. Including accrued interest, TH International Limited reports total proceeds of approximately US$15.8 million from this initial tranche issuance to Tim Hortons Restaurants International GmbH.

How do the new THCH notes rank relative to existing debt?
Upon issuance, the first tranche of additional notes was consolidated into a single series with TH International’s existing floating rate senior secured convertible notes due 2029. The company states these notes rank pari passu, meaning they share the same priority and security position.

Who bought the first tranche of THCH’s new convertible notes?
The first tranche of senior secured convertible notes due 2029 was issued to Tim Hortons Restaurants International GmbH. This investor already appears linked to TH International’s brand. The transaction consolidates with earlier senior secured convertible notes due 2029 into a single series.

Does THCH plan additional tranches of senior secured convertible notes?
TH International Limited expects to issue three more tranches of additional senior secured convertible notes. Each tranche is subject to its own closing conditions, and the company expects the final tranche to be issued in the first quarter of 2027, forming one series with existing notes.

What is the maturity of THCH’s new senior secured convertible notes?
The new senior secured convertible notes mature in 2029, matching TH International’s existing floating rate senior secured convertible notes due 2029. The first additional tranche has been consolidated into a single series with those existing notes, sharing the same due year and ranking.

 

 

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 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 First Tranche of Senior Secured Convertible Notes

 

On July 7, 2026, TH International Limited (“Tims China” or the “Company”) announced the closing of the issuance of the first tranche of Senior Secured Convertible Notes due 2029 (the “First Tranche of Additional Notes”) to Tim Hortons Restaurants International GmbH in an aggregate principal amount of US$15,623,304.00. The total proceeds, including the accrued interest, for the First Tranche of Additional Notes are US$15.8 million. Upon issuance, the First Tranche of Additional Notes was consolidated and formed a single series with, and ranks pari passu with, its existing floating rate senior secured convertible notes due 2029 (the “Original Notes”). The Company expects to issue three 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 First 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
4.1     Amended and Restated Certificate of Designation of Series A-2 Convertible Preferred Shares and Class A-1 Special Voting Share
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: July 7, 2026

 

[Signature Page to Form 6-K]

 

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Source: View Original Filing on SEC EDGAR

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