Welcome to our dedicated page for TH International SEC filings (Ticker: THCH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TH International Limited filings document the company’s foreign-issuer disclosures for Tims China, the exclusive operator of Tim Hortons coffee shops in China. Form 6-K reports include earnings releases with revenue, system sales, store-opening and closure activity, company-owned store contribution, loyalty membership, and operating metrics tied to coffee shops, food, beverages, packaged products, franchise fees, and franchise support activities.
The company’s regulatory record also covers governance matters, including board changes, and capital-structure disclosures related to financing and convertible-note activity. These filings frame THCH’s business through its Tim Hortons store network, China-focused franchise rights, operating results, material events, and public-company reporting status as a Form 20-F foreign private issuer.
International Limited files a Form F-3 shelf registration covering up to 82,107,312 Ordinary Shares and an aggregate $30,000,000 shelf amount, and also registers sales by selling shareholders.
The prospectus permits offerings of preferred shares, warrants, subscription rights, units and ordinary shares from time to time, and discloses that the company will not receive proceeds from Ordinary Shares sold by selling shareholders. The filing lists specific resale and convertible‑instrument conversions totaling named share counts, describes PRC operational and regulatory risks (including HFCAA/PCAOB and cybersecurity rules), and provides consolidated historical financial summaries through September 30, 2025.
TH International Ltd director Wu Haibing has filed an initial statement of beneficial ownership on Form 3 for TH International Ltd (ticker: THCH). This filing establishes Wu’s reporting status as a director of the company. The form does not report any transactions or derivative positions.
TH International Ltd filed an initial Form 3 for director Rafael Odorizzi de Oliveira. This filing establishes him as a reporting insider for SEC purposes, but it does not list any share transactions or derivative positions, and shows no reported holdings in this snapshot.
TH International Ltd director and 10% owner Peter Michael Yu has filed an initial Form 3 disclosing indirect beneficial ownership of 16,153,044 ordinary shares. These shares are held through a network of affiliated investment vehicles, including multiple Pangaea funds and partnerships.
The filing lists large blocks such as ordinary shares held by Pangaea Two Acquisition Holdings XXIIA Limited, Pangaea Three Acquisition Holdings IV, Limited, and several related Pangaea Two entities. Yu is the managing partner of Cartesian Capital Group, LLC, which sits atop the general partner and managing member structure that controls these entities.
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.
TH International Limited reported a change in its board of directors. Effective as of August 7, 2025, Meizi Zhu resigned as a member of the board after serving the company for six years. The company highlighted her sound judgment, leadership, and meaningful contributions to its growth during her tenure.
The company stated that, at the present time, it does not intend to fill the board seat vacated by Ms. Zhu. The report was signed on behalf of TH International Limited by Chief Executive Officer Yongchen Lu.
TH International Limited (THCH) filed a Form 6-K (foreign issuer current report) on June 28, 2025. The filing indicates that the company has submitted an earnings release as Exhibit 99.1.
Key points from this filing:
- Filing covers reporting for the month of June 2025
- Company confirms it files annual reports under Form 20-F
- Principal executive offices located in Shanghai, China
- Document signed by Yongchen Lu, Chief Executive Officer
Note: This is a notification filing that references an earnings release attachment, but the actual financial results are not included in the main 6-K document.