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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.