TH International (THCH) Registration filing summary

Company overview and business model

• Operates a leading coffee and bakery shop network in China, holding exclusive franchise rights for Tim Hortons in mainland China, Hong Kong, and Macau, with 1,030 stores as of September 30, 2025.

• Business model includes company-owned and franchised stores, with digital orders accounting for over 91% of company-owned store revenues in the latest period.

• The company is a Cayman Islands holding entity, conducting operations in China through wholly owned subsidiaries, exposing it to unique regulatory and operational risks.

Financial performance and metrics

• Revenues decreased by 10.8% from RMB1,560.0 million in 2023 to RMB1,391.2 million in 2024, primarily due to closures of underperforming stores.

• Net loss narrowed from RMB872.9 million in 2023 to RMB409.0 million in 2024; for the nine months ended September 30, 2025, net loss was RMB208.6 million.

• Adjusted corporate EBITDA margin improved from -16.8% in 2023 to -6.9% in 2024 and -4.2% for the nine months ended September 30, 2025.

• Cash and cash equivalents were RMB159.3 million as of September 30, 2025, with substantial doubt about the ability to continue as a going concern over the next 12 months.

• Company-owned store contribution margin improved to 8.1% for the nine months ended September 30, 2025.

Use of proceeds and capital allocation

• Net proceeds from the sale of securities will be used as set forth in applicable prospectus supplements; no proceeds will be received from the sale of shares by selling shareholders or from conversion of convertible notes.

• Proceeds from recent convertible note issuances were used for debt repayment and working capital.