16.15M TH International (THCH) shares held via Pangaea entities detailed in Form 3/A
Filing Impact
Filing Sentiment
Form Type
3/A
Rhea-AI Filing Summary
TH International Ltd director and ten percent owner Yu Peter Michael filed an amended initial ownership report detailing indirect holdings in the company. The filing shows 16,153,040 ordinary shares held indirectly through multiple Pangaea and related investment entities managed via Cartesian Capital Group structures.
The amendment also lists Series A and Series A-1 Convertible Notes with an exercise price of $2.7822 per ordinary share and a maturity date of September 30, 2029, issued in aggregate principal amounts of $10,000,000, $741,340, and $15,000,000 to entities associated with these investment vehicles. In this report, the convertible notes and their underlying ordinary shares are shown with zero balances, while the indirect ordinary share position remains significant.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Yu Peter Michael
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Convertible Notes | -- | -- | -- |
| holding | Series A-1 Convertible Notes | -- | -- | -- |
| holding | ordinary shares | -- | -- | -- |
Holdings After Transaction:
Series A Convertible Notes — 0 shares (Indirect, See footnote);
Series A-1 Convertible Notes — 0 shares (Indirect, See footnote);
ordinary shares — 16,153,040 shares (Indirect, See footnote)
Footnotes (1)
- Including (i) 11,440,400 ordinary shares held by Pangaea Two Acquisition Holdings XXIIA Limited ("XXIIA"), (ii) 2,063,983 ordinary shares held by Pangaea Three Acquisition Holdings IV, Limited ("Holdings IV"), (iii) 1,238,203 ordinary shares held by Pangaea Two Acquisition Holdings XXIII, Ltd., (iv) 968,077 ordinary shares held by Pangaea Two, LP, (v) 420,311 ordinary shares held by Pangaea Two Parallel, LP, (vi) 10,744 ordinary shares held by Pangaea Two Management, LP, (vii) 4,177 ordinary shares held by Pangaea Two GP, LP, and (viii) 7,145 ordinary shares held by Pangaea Two Parallel LP. The reporting person is the managing partner of Cartesian Capital Group, LLC, which is the sole and managing member of Pangaea Two Admin GP, LLC and Pangaea Three Global GP, LLC, and Pangaea Two Parallel LP. XXIIA and Pangaea Two Acquisition Holdings XXIII, Ltd are controlled by Pangaea Two, LP. The general partner of Pangaea Two, LP and Pangaea Two Parallel, LP is Pangaea Two GP, LP. The general partner of Pangaea Two GP, LP and Pangaea Two Management, LP is Pangaea Two Admin GP, LLC. Holdings IV is controlled by Pangaea Three-B, LP. Pangaea Three GP, LP is the general partner of Pangaea Three-B, LP. Pangaea Three Global GP, LLC is the general partner of Pangaea Three GP, LP. Represents the maturity date. Including two Series A Convertible Notes in the aggregate principal amount of $10,000,000 each issued to and acquired by Holdings IV and XXIIA. Including one Series A-1 Convertible Note issued to and acquired by Holdings IV in the aggregate principal amount of $741,340 and one Series A-1 Convertible Note issued to and acquired by Holdings IV in the aggregate principal amount of $15,000,000.
Key Figures
Indirect ordinary share holdings: 16,153,040 shares
Series A notes principal (each): $10,000,000
Series A-1 notes principal: $741,340
+3 more
6 metrics
Indirect ordinary share holdings
16,153,040 shares
Indirectly held through Pangaea and related entities
Series A notes principal (each)
$10,000,000
Two Series A Convertible Notes to Holdings IV and XXIIA
Series A-1 notes principal
$741,340
One Series A-1 Convertible Note to Holdings IV
Series A-1 notes principal
$15,000,000
One Series A-1 Convertible Note to Holdings IV
Conversion price
$2.7822 per share
Exercise price for Series A and Series A-1 Convertible Notes
Notes maturity date
September 30, 2029
Maturity date for Series A and Series A-1 Convertible Notes
Key Terms
Series A Convertible Notes, Series A-1 Convertible Notes, aggregate principal amount, maturity date, +1 more
5 terms
Series A Convertible Notes financial
"Including two Series A Convertible Notes in the aggregate principal amount of $10,000,000 each"
Series A-1 Convertible Notes financial
"Including one Series A-1 Convertible Note issued to and acquired by Holdings IV"
aggregate principal amount financial
"in the aggregate principal amount of $10,000,000 each issued to and acquired by Holdings IV and XXIIA"
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.
maturity date financial
"Represents the maturity date."
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
FAQ
What insider ownership does THCH director Yu Peter Michael report in this Form 3/A?
He reports indirect ownership of 16,153,040 ordinary shares of TH International Ltd. These shares are held through various Pangaea and related investment entities linked to Cartesian Capital Group, reflecting a significant stake without indicating any recent purchase or sale activity.
What are the principal amounts of the Series A-1 Convertible Notes mentioned for THCH?
The document identifies Series A-1 Convertible Notes issued to Holdings IV in aggregate principal amounts of $741,340 and $15,000,000. These instruments are also convertible at $2.7822 per ordinary share, with the same September 30, 2029 maturity date referenced in the filing.
Do the Series A and Series A-1 Convertible Notes currently show any underlying THCH ordinary shares in this Form 3/A?
In this report, the underlying ordinary shares for both the Series A and Series A-1 Convertible Notes are listed as 0.0000. This means the filing does not show any current balance of underlying shares for these notes, while the indirect ordinary share holdings remain reported separately.
Is the THCH Form 3/A for Yu Peter Michael reporting new insider buying or selling activity?
The Form 3/A primarily updates ownership holdings rather than reporting specific buy or sell transactions. Transaction codes are unknown, buy and sell counts are zero, and entries are classified as holdings, suggesting a disclosure of structure and size of indirect positions instead of new trades.