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 December 2025
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 Senior Secured Convertible Notes
On December 2, 2025, TH International Limited (“Tims China” or the “Company”), announced the closing of the issuance of senior secured convertible notes due September 2029 in an aggregate principal amount of approximately US$89.9 million (the “2029 Notes”), and amendment to the existing 2024 unsecured convertible notes of the Company.
Concurrently with the issuance of the 2029 Notes, the Company has repurchased from holders the entire outstanding principal amount of its variable rate convertible senior notes due 2026.
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INDEX TO EXHIBITS
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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/ Yongchen Lu | |
| Yongchen Lu | |
| Chief Executive Officer |
Date: December 3, 2025
[Signature Page to Form 6-K]
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