|
Cayman Islands
|
| |
5812
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Daniel Dusek
Joseph Raymond Casey Ram Narayan Kirkland & Ellis International LLP 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong Tel: +852-3761-3300 |
| |
Steve Lin
Kirkland & Ellis International LLP 29th Floor, China World Office 2 No.1 Jian Guo Men Wai Avenue Beijing 100004, P.R. China Tel: +86 10-5737-9300 |
| |
John Owen
Omar Pringle Morrison & Foerster LLP 250 W. 55th Street New York, NY 10019 Tel: +1-212-468-8036 |
| |
Marcia Ellis
Ruomu Li Morrison & Foerster LLP 33th Floor, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong, China Tel: +852-2585-0888 |
|
| | ||||||||||||||||
Title of each class of securities to be registered
|
| | |
Amount to be
registered(1) |
| | |
Proposed maximum
offering price per unit(2) |
| | |
Proposed maximum
aggregate offering price(2) |
| | |
Amount of
registration fee |
|
Ordinary shares(3)(4)
|
| | |
43,125,000 shares
|
| | |
$9.77
|
| | |
$421,115,625
|
| | |
$45,943.71(7)
|
|
Warrants(4)(5)
|
| | |
26,150,000 warrants
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Ordinary shares underlying warrants(4)(6)
|
| | |
26,150,000 shares
|
| | |
$12.09
|
| | |
$316,153,500
|
| | |
$34,492.35(7)
|
|
Total
|
| | | | | | | | | | | | | | |
$80,436.06
|
|
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | iv | | | |
| | | | | iv | | | |
| | | | | v | | | |
| | | | | viii | | | |
| | | | | 1 | | | |
| | | | | 17 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 67 | | | |
| | | | | 69 | | | |
| | | | | 79 | | | |
| | | | | 100 | | | |
| | | | | 101 | | | |
| | | | | 102 | | | |
| | | | | 113 | | | |
| | | | | 116 | | | |
| | | | | 129 | | | |
| | | | | 137 | | | |
| | | | | 153 | | | |
| | | | | 158 | | | |
| | | | | 171 | | | |
| | | | | 178 | | | |
| | | | | 181 | | | |
| | | | | 192 | | | |
| | | | | 207 | | | |
| | | | | 212 | | | |
| | | | | 217 | | | |
| | | | | 218 | | | |
| | | | | 219 | | | |
| | | | | 220 | | | |
| | | | | 221 | | | |
| | | | | 222 | | | |
| | | | | 223 | | | |
| | | | | 224 | | | |
| | | | | 225 | | |
|
“Ancillary Documents”
|
| | means the Sponsor Voting and Support Agreement, the Registration Rights Agreement, the Plan of Merger, the Second Plan of Merger, THIL’s equity incentive plan, as modified pursuant to the Merger Agreement, the THIL Shareholder Lock-Up and Support Agreement, the Sponsor Lock-Up Agreement and each other agreement, document, instrument and/or certificate entered into in connection with the Merger Agreement or therewith and any and all exhibits and schedules thereto. | |
| “Board” | | | means the board of directors of THIL after the closing of the Business Combination. | |
|
“Cayman Companies Law”
|
| | means the Companies Act (as amended) of the Cayman Islands. | |
|
“Dissent Rights”
|
| | means the right of each holder of record of Silver Crest Ordinary Shares to dissent in respect of the First Merger pursuant to Section 238 of the Cayman Companies Law. | |
|
“Dissenting Silver Crest Shareholders”
|
| | means holders of Dissenting Silver Crest Shares. | |
|
“Dissenting Silver Crest Shares”
|
| | means Silver Crest Ordinary Shares that are (i) issued and outstanding immediately prior to the First Effective Time and (ii) held by Silver Crest shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights). | |
|
“Exchange Act”
|
| | means the Securities Exchange Act of 1934, as amended. | |
|
“First Effective Time”
|
| | means the effective time of the First Merger. | |
|
“Founder Shares”
|
| | means the 8,625,000 Silver Crest Class B Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the Silver Crest IPO. | |
| “PCAOB” | | | means the Public Company Accounting Oversight Board. | |
|
“Plan of Merger”
|
| | means the plan of merger for the First Merger pursuant to which Merger Sub will be merged with and into Silver Crest, following which the separate corporate existence of Merger Sub shall cease and Silver Crest shall continue as the surviving entity. | |
|
“Private Warrants”
|
| | means the warrants sold to Sponsor in the private placement consummated concurrently with Silver Crest IPO, each entitling its holder to purchase one Silver Crest Class A Share at an exercise price of $11.50 per share, subject to adjustment. | |
|
“Public Shares”
|
| | means all Silver Crest Class A Shares issued in the Silver Crest IPO. | |
|
“Public Warrants”
|
| | means the redeemable warrants issued in the Silver Crest IPO, each entitling its holder to purchase one Silver Crest Class A Share at an exercise price of $11.50 per share, subject to adjustment. | |
|
“Securities Act”
|
| | means the Securities Act of 1933, as amended. | |
|
“Silver Crest Articles”
|
| | means Silver Crest’s amended and restated memorandum and articles of association adopted by special resolution dated January 8, 2021. | |
|
“Silver Crest Class A Share”
|
| | means a Class A ordinary share of Silver Crest, par value $0.0001 per share. | |
|
“Silver Crest Class B Share”
|
| | means a Class B ordinary share of Silver Crest, par value $0.0001 per share. | |
|
“Silver Crest IPO”
|
| | means the initial public offering of Silver Crest, which was consummated on January 19, 2021. | |
|
“Silver Crest Public Shareholders”
|
| | means all holders of the Public Shares. | |
|
“Silver Crest Warrants”
|
| | means the Public Warrants and the Private Warrants. | |
| “Sponsor” | | | means Silver Crest Management LLC. | |
|
“Share Split”
|
| | means the share split to cause the deemed value of the outstanding THIL Ordinary Shares immediately prior to the First Effective Time to equal $10.00 per share on a fully diluted basis, based on THIL’s implied valuation immediately prior to the consummation of the Business Combination (which will be based on a base enterprise valuation of THIL of $1,688,000,000 and certain adjustments thereto as set forth in the Merger Agreement). Unless otherwise indicated, the information disclosed in this proxy statement/prospectus does not reflect the Share Split. | |
|
“system-wide stores”
|
| | means stores owned and operated by THIL and franchise stores. | |
| “THIL” | | | means TH International Limited and/or its subsidiaries. | |
|
“THIL Articles”
|
| | means the amended and restated memorandum and articles of association of THIL, substantially in the form attached to this proxy statement/prospectus as Annex B, to be adopted immediately prior to the First Effective Time. | |
|
“THIL Existing Articles”
|
| | means the amended and restated memorandum and articles of association of THIL adopted by special resolution dated February 26, 2021. | |
|
“THIL Ordinary Share”
|
| | means an ordinary share of THIL, with a par value per share to be calculated pursuant to the methodology set forth in the Merger Agreement. | |
|
“THIL Warrants”
|
| | means the warrants into which the Silver Crest Warrants convert at the First Effective Time, each entitling its holder to purchase one THIL Ordinary Share at a price of $11.50 per share, subject to adjustment. | |
| “Transactions” | | | means the transactions contemplated by the Merger Agreement and the Ancillary Documents. | |
| “Units” | | | means the units issued in the Silver Crest IPO, each consisting of one Silver Crest Class A Share and one-half of one Public Warrant. | |
|
“U.S. GAAP”
|
| | means accounting principles generally accepted in the United States of America. | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
THIL Ordinary Shares:(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Existing Silver Crest shareholders(3)
|
| | | | 34,500,000 | | | | | | 17.04% | | | | | | 19,247,092 | | | | | | 10.28% | | | | | | 3,994,184 | | | | | | 2.32% | | |
The Sponsor(4)
|
| | | | 8,625,000 | | | | | | 4.26% | | | | | | 8,625,000 | | | | | | 4.61% | | | | | | 8,625,000 | | | | | | 5.01% | | |
Existing THIL shareholders(5)(6)
|
| | | | 159,367,178 | | | | | | 78.70% | | | | | | 159,367,178 | | | | | | 85.11% | | | | | | 159,367,178 | | | | | | 92.67% | | |
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 100.00% | | | | | | 187,239,270 | | | | | | 100.00% | | | | | | 171,986,362 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary
Shares outstanding at Closing(7) |
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 80.33% | | | | | | 187,239,270 | | | | | | 79.06% | | | | | | 171,986,362 | | | | | | 77.62% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares underlying granted option shares and restricted shares
|
| | | | 9,432,822 | | | | | | 3.74% | | | | | | 9,432,822 | | | | | | 3.99% | | | | | | 9,432,822 | | | | | | 4.26% | | |
Earn-out shares(1)
|
| | | | 14,000,000 | | | | | | 5.56% | | | | | | 14,000,000 | | | | | | 5.91% | | | | | | 14,000,000 | | | | | | 6.32% | | |
Shares underlying Public Warrants(2)
|
| | | | 17,250,000 | | | | | | 6.84% | | | | | | 17,250,000 | | | | | | 7.28% | | | | | | 17,250,000 | | | | | | 7.79% | | |
Shares underlying Private Warrants(3)
|
| | | | 8,900,000 | | | | | | 3.53% | | | | | | 8,900,000 | | | | | | 3.76% | | | | | | 8,900,000 | | | | | | 4.01% | | |
Total THIL Ordinary Shares
outstanding at Closing (including earn-out shares and shares underlying warrants) |
| | | | 252,075,000 | | | | | | 100.00% | | | | | | 236,822,092 | | | | | | 100.00% | | | | | | 221,569,184 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary
Shares outstanding at Closing (including earn-out shares and shares underlying warrants)(4) |
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
THIL Ordinary Shares:(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Existing Silver Crest
shareholders(3) |
| | | | 34,500,000 | | | | | | 17.04% | | | | | | 19,247,092 | | | | | | 10.28% | | | | | | 3,994,184 | | | | | | 2.32% | | |
The Sponsor(4)
|
| | | | 8,625,000 | | | | | | 4.26% | | | | | | 8,625,000 | | | | | | 4.61% | | | | | | 8,625,000 | | | | | | 5.01% | | |
Existing THIL shareholders(5)(6)
|
| | | | 159,367,178 | | | | | | 78.70% | | | | | | 159,367,178 | | | | | | 85.11% | | | | | | 159,367,178 | | | | | | 92.67% | | |
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 100.00% | | | | | | 187,239,270 | | | | | | 100.00% | | | | | | 171,986,362 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary Shares outstanding at Closing(7)
|
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 80.33% | | | | | | 187,239,270 | | | | | | 79.06% | | | | | | 171,986,362 | | | | | | 77.62% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares underlying granted option shares
and restricted shares |
| | | | 9,432,822 | | | | | | 3.74% | | | | | | 9,432,822 | | | | | | 3.99% | | | | | | 9,432,822 | | | | | | 4.26% | | |
Earn-out shares(1)
|
| | | | 14,000,000 | | | | | | 5.56% | | | | | | 14,000,000 | | | | | | 5.91% | | | | | | 14,000,000 | | | | | | 6.32% | | |
Shares underlying Public Warrants(2)
|
| | | | 17,250,000 | | | | | | 6.84% | | | | | | 17,250,000 | | | | | | 7.28% | | | | | | 17,250,000 | | | | | | 7.79% | | |
Shares underlying Private Warrants(3)
|
| | | | 8,900,000 | | | | | | 3.53% | | | | | | 8,900,000 | | | | | | 3.76% | | | | | | 8,900,000 | | | | | | 4.01% | | |
Total THIL Ordinary Shares outstanding at Closing (including earn-out shares and shares underlying warrants)
|
| | | | 252,075,000 | | | | | | 100.00% | | | | | | 236,822,092 | | | | | | 100.00% | | | | | | 221,569,184 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary Shares outstanding at Closing (including earn-out shares and shares underlying warrants)(4)
|
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Year ended
December 31, |
| |
Six months ended
June 30, |
| ||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||||||
| | |
(in thousands except per share data)
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
Total revenues
|
| | |
|
57,257
|
| | | |
|
212,085
|
| | | |
|
32,848
|
| | | |
|
61,027
|
| | | |
|
237,266
|
| | | |
|
36,748
|
| |
Company owned and operated store costs and expenses
|
| | | | 76,614 | | | | | | 243,731 | | | | | | 37,749 | | | | | | 70,827 | | | | | | 273,426 | | | | | | 42,348 | | |
Costs of other revenues
|
| | | | 7,842 | | | | | | 5,208 | | | | | | 807 | | | | | | 2,623 | | | | | | 4,642 | | | | | | 720 | | |
Marketing expenses
|
| | | | 8,020 | | | | | | 16,986 | | | | | | 2,631 | | | | | | 3,916 | | | | | | 15,213 | | | | | | 2,356 | | |
General and administrative expenses
|
| | | | 51,067 | | | | | | 79,366 | | | | | | 12,292 | | | | | | 34,214 | | | | | | 67,040 | | | | | | 10,383 | | |
Franchise and royalty expenses
|
| | | | 4,727 | | | | | | 8,592 | | | | | | 1,331 | | | | | | 3,277 | | | | | | 8,330 | | | | | | 1,290 | | |
Other operating costs and expenses
|
| | | | 439 | | | | | | 2,713 | | | | | | 420 | | | | | | 2,022 | | | | | | 66 | | | | | | 10 | | |
Loss on disposal of property and
equipment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 741 | | | | | | 115 | | |
Other income
|
| | | | (196) | | | | | | (3,339) | | | | | | (517) | | | | | | (302) | | | | | | (38) | | | | | | (6) | | |
Total costs and expenses, net
|
| | | | 148,513 | | | | | | 353,257 | | | | | | 54,713 | | | | | | 116,577 | | | | | | 369,420 | | | | | | 57,216 | | |
Operating loss
|
| | | | (91,256) | | | | | | (141,172) | | | | | | (21,865) | | | | | | (55,550) | | | | | | (132,154) | | | | | | (20,468) | | |
Interest income
|
| | | | 2,272 | | | | | | 511 | | | | | | 79 | | | | | | 384 | | | | | | 266 | | | | | | 41 | | |
Foreign currency transaction
gain / (loss) |
| | | | 1,156 | | | | | | (2,399) | | | | | | (372) | | | | | | 764 | | | | | | (941) | | | | | | (146) | | |
Loss before income taxes
|
| | | | (87,828) | | | | | | (143,060) | | | | | | (22,158) | | | | | | (54,402) | | | | | | (132,829) | | | | | | (20,573) | | |
Income tax expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (87,828) | | | | | | (143,060) | | | | | | (22,158) | | | | | | (54,402) | | | | | | (132,829) | | | | | | (20,573) | | |
Less: Net Loss attributable to non-controlling interests
|
| | | | (174) | | | | | | (1,060) | | | | | | (164) | | | | | | (735) | | | | | | (447) | | | | | | (69) | | |
Net Loss attributable to shareholders of THIL
|
| | | | (87,654) | | | | | | (142,000) | | | | | | (21,994) | | | | | | (53,667) | | | | | | (132,382) | | | | | | (20,504) | | |
Basic and diluted loss per ordinary share
|
| | | | (877) | | | | | | (1,416) | | | | | | (219) | | | | | | (537) | | | | | | (1,183) | | | | | | (183) | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||||||||||||||
|
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||||||||||
|
(in thousands)
|
| |||||||||||||||||||||||||||||
|
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |||||||||||||||||
Total current assets
|
| | | | 289,075 | | | | | | 250,893 | | | | | | 38,858 | | | | | | 343,412 | | | | | | 53,188 | | |
Total non-current assets
|
| | | | 154,921 | | | | | | 329,467 | | | | | | 51,028 | | | | | | 442,522 | | | | | | 68,538 | | |
Total assets
|
| | | | 443,996 | | | | | | 580,360 | | | | | | 89,886 | | | | | | 785,934 | | | | | | 121,726 | | |
Total current liabilities
|
| | | | 65,521 | | | | | | 128,244 | | | | | | 19,862 | | | | | | 163,724 | | | | | | 25,358 | | |
Total non-current liabilities
|
| | | | 5,883 | | | | | | 19,064 | | | | | | 2,953 | | | | | | 31,678 | | | | | | 4,906 | | |
Total liabilities
|
| | | | 71,404 | | | | | | 147,308 | | | | | | 22,815 | | | | | | 195,402 | | | | | | 30,264 | | |
Total shareholders’ equity
|
| | | | 372,592 | | | | | | 433,052 | | | | | | 67,071 | | | | | | 590,532 | | | | | | 91,462 | | |
Total liabilities and shareholders’ equity
|
| | | | 443,996 | | | | | | 580,360 | | | | | | 89,886 | | | | | | 785,934 | | | | | | 121,726 | | |
| | |
Year ended
December 31, |
| |
Six months
ended June 30, |
| ||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
Net cash used in operating activities
|
| | | | (77,121) | | | | | | (145,773) | | | | | | (22,577) | | | | | | (77,886) | | | | | | (114,727) | | | | | | (17,769) | | |
Net cash used in investing activities
|
| | | | (56,095) | | | | | | (144,747) | | | | | | (22,418) | | | | | | (31,580) | | | | | | (121,236) | | | | | | (18,777) | | |
Net cash provided by financing activities
|
| | | | 212,802 | | | | | | 221,125 | | | | | | 34,248 | | | | | | 212,756 | | | | | | 287,470 | | | | | | 44,523 | | |
Effect of foreign currency exchange rate changes on cash
|
| | | | 4,730 | | | | | | (16,173) | | | | | | (2,505) | | | | | | 2,435 | | | | | | (1,379) | | | | | | (214) | | |
Net increase/ (decrease) in cash
|
| | | | 84,316 | | | | | | (85,568) | | | | | | (13,252) | | | | | | 105,725 | | | | | | 50,128 | | | | | | 7,763 | | |
Cash at beginning of year/period
|
| | | | 176,126 | | | | | | 260,442 | | | | | | 40,337 | | | | | | 260,442 | | | | | | 174,874 | | | | | | 27,085 | | |
Cash at end of year/period
|
| | | | 260,442 | | | | | | 174,874 | | | | | | 27,085 | | | | | | 366,167 | | | | | | 225,002 | | | | | | 34,848 | | |
| | |
Year ended
December 31, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |||||||||||||
Revenues – company owned and operated stores
|
| | | | 206,036 | | | | | | 31,911 | | | | | | 229,870 | | | | | | 35,602 | | |
Food and packaging costs – company owned and operated stores
|
| | | | (74,402) | | | | | | (11,523) | | | | | | (76,575) | | | | | | (11,860) | | |
Gross profit – company owned and operated stores
|
| | | | 131,634 | | | | | | 20,388 | | | | | | 153,295 | | | | | | 23,742 | | |
Payroll and employee benefits(1)
|
| | | | (50,314) | | | | | | (7,793) | | | | | | (67,897) | | | | | | (10,516) | | |
Occupancy and other operating expenses(2)
|
| | | | (119,015) | | | | | | (18,433) | | | | | | (128,954) | | | | | | (19,972) | | |
Franchise and royalty expenses(3)
|
| | | | (8,592) | | | | | | (1,331) | | | | | | (8,330) | | | | | | (1,290) | | |
Depreciation and amortization(4)
|
| | | | 27,838 | | | | | | 4,312 | | | | | | 26,670 | | | | | | 4,131 | | |
Store level marketing expenses(5)
|
| | | | (8,242) | | | | | | (1,277) | | | | | | (9,196) | | | | | | (1,424) | | |
Pre-opening costs and expenses(6)
|
| | | | 19,850 | | | | | | 3,074 | | | | | | 22,800 | | | | | | 3,531 | | |
Non cash rental adjustment(7)
|
| | | | 12,118 | | | | | | 1,877 | | | | | | 10,398 | | | | | | 1,610 | | |
Input VAT Refund(8)
|
| | | | 2,716 | | | | | | 421 | | | | | | 5,245 | | | | | | 812 | | |
Adjusted Store Contribution
|
| | | | 7,993 | | | | | | 1,238 | | | | | | 4,031 | | | | | | 624 | | |
Deferred revenue related to customer loyalty program(9)
|
| | | | 2,152 | | | | | | 333 | | | | | | 781 | | | | | | 121 | | |
Adjusted Store EBITDA
|
| | | | 10,145 | | | | | | 1,571 | | | | | | 4,812 | | | | | | 745 | | |
Income Statement Data:
|
| |
Nine Months Ended
September 30, 2021 |
| |
Year Ended
December 31, 2020 |
| ||||||
Revenue
|
| | | $ | — | | | | | $ | — | | |
Loss from operations
|
| | | | (5,367,078) | | | | | | (5,000) | | |
Interest income on marketable securities
|
| | | | 108,792 | | | | | | — | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 4,445,500 | | | | | | — | | |
Net loss
|
| | | | (812,734) | | | | | | (5,000) | | |
Basic and diluted net income per share, Class A ordinary shares
|
| | | | (0.02) | | | | | | — | | |
Weighted average shares outstanding, Class A ordinary shares
|
| | | | 31,981,752 | | | | | | — | | |
Basic and diluted net loss per share, Class B ordinary shares
|
| | | | (0.02) | | | | | | 0.00 | | |
Weighted average shares outstanding, Class B ordinary shares
|
| | | | 8,542,883 | | | | | | 7,500,000(1) | | |
Balance Sheet Data:
|
| |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Working capital
|
| | | $ | (3,062,540) | | | | | $ | (229,671) | | |
Trust account
|
| | | | 345,108,792 | | | | | | — | | |
Total assets
|
| | | | 345,873,644 | | | | | | 249,671 | | |
Total Liabilities
|
| | | | 33,161,392 | | | | | | 229,671 | | |
Value of Class A ordinary shares subject to redemption
|
| | | | 345,000,000 | | | | | | — | | |
Total Shareholders’ (Deficit) Equity
|
| | | | (32,287,748) | | | | | | 20,000 | | |
| | |
Year Ended December 31, 2020
RMB |
| |||||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
|
| |
Pro Forma
Combined Assuming No Redemptions |
| |
Pro Forma
Combined Assuming Maximum Redemptions |
| ||||||||||||
Basic and diluted loss per ordinary share
|
| | | | (1,416.10) | | | | | | (0.00) | | | | | | (0.77) | | | | | | (0.91) | | |
Weighted average number of ordinary shares
|
| | | | 100,275 | | | | | | 7,500,000 | | | | | | 201,547,413 | | | | | | 170,776,948 | | |
| | |
Six Months Ended June 30, 2021
RMB |
| |||||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
|
| |
Pro Forma
Combined Assuming No Redemptions |
| |
Pro Forma
Combined Assuming Maximum Redemptions |
| ||||||||||||
Basic and diluted loss per ordinary share
|
| | | | (1,183.38) | | | | | | — | | | | | | (0.78) | | | | | | (0.92) | | |
Weighted average number of ordinary shares
|
| | | | 111,868 | | | | | | — | | | | | | 202,002,649 | | | | | | 171,496,833 | | |
Basic and diluted loss per Silver Crest | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | | | | | | | (0.52) | | | | | | | | | | | | | | |
Class B ordinary shares
|
| | | | | | | | | | (0.52) | | | | | | | | | | | | | | |
Weighted average number of Silver Crest | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | | | | | | | 34,500,000 | | | | | | | | | | | | | | |
Class B ordinary shares
|
| | | | | | | | | | 7,500,000 | | | | | | | | | | | | | | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
THIL Ordinary Shares:(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Existing Silver Crest shareholders(3)
|
| | | | 34,500,000 | | | | | | 17.04% | | | | | | 19,247,092 | | | | | | 10.28% | | | | | | 3,994,184 | | | | | | 2.32% | | |
The Sponsor(4)
|
| | | | 8,625,000 | | | | | | 4.26% | | | | | | 8,625,000 | | | | | | 4.61% | | | | | | 8,625,000 | | | | | | 5.01% | | |
Existing THIL shareholders(5)(6)
|
| | | | 159,367,178 | | | | | | 78.70% | | | | | | 159,367,178 | | | | | | 85.11% | | | | | | 159,367,178 | | | | | | 92.67% | | |
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 100.00% | | | | | | 187,239,270 | | | | | | 100.00% | | | | | | 171,986,362 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary
Shares outstanding at Closing(7) |
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
Total THIL Ordinary Shares outstanding at Closing
|
| | | | 202,492,178 | | | | | | 80.33% | | | | | | 187,239,270 | | | | | | 79.06% | | | | | | 171,986,362 | | | | | | 77.62% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares underlying granted option shares and restricted shares
|
| | | | 9,432,822 | | | | | | 3.74% | | | | | | 9,432,822 | | | | | | 3.99% | | | | | | 9,432,822 | | | | | | 4.26% | | |
Earn-out shares(1)
|
| | | | 14,000,000 | | | | | | 5.56% | | | | | | 14,000,000 | | | | | | 5.91% | | | | | | 14,000,000 | | | | | | 6.32% | | |
Shares underlying Public Warrants(2)
|
| | | | 17,250,000 | | | | | | 6.84% | | | | | | 17,250,000 | | | | | | 7.28% | | | | | | 17,250,000 | | | | | | 7.79% | | |
Shares underlying Private Warrants(3)
|
| | | | 8,900,000 | | | | | | 3.53% | | | | | | 8,900,000 | | | | | | 3.76% | | | | | | 8,900,000 | | | | | | 4.01% | | |
Total THIL Ordinary Shares
outstanding at Closing (including earn-out shares and shares underlying warrants) |
| | | | 252,075,000 | | | | | | 100.00% | | | | | | 236,822,092 | | | | | | 100.00% | | | | | | 221,569,184 | | | | | | 100.00% | | |
Per Share Value of THIL Ordinary
Shares outstanding at Closing (including earn-out shares and shares underlying warrants)(4) |
| | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | | | | | 10.00 | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||
|
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| ||||||||||||||||||||
|
(US$, in millions)
|
| |||||||||||||||||||||||||||||||||||
Revenue from Company owned and operated stores
|
| | | | 103.9 | | | | | | 244.6 | | | | | | 431.5 | | | | | | 655.0 | | | | | | 913.2 | | | | | | 1,182.8 | | |
Adjusted Store EBITDA(1)
|
| | | | 5.7 | | | | | | 22.1 | | | | | | 52.9 | | | | | | 97.6 | | | | | | 155.7 | | | | | | 226.7 | | |
Adjusted Company EBITDA(2)
|
| | | | (14.7) | | | | | | (6.1) | | | | | | 15.5 | | | | | | 47.9 | | | | | | 95.8 | | | | | | 155.5 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| ||||||||||||||||||
| | |
Number
|
| |
% of Total
|
| |
Number
|
| |
% of Total
|
| ||||||||||||
Operations
|
| | | | 371 | | | | | | 83.0% | | | | | | 707 | | | | | | 60.2% | | |
Sales and marketing
|
| | | | 8 | | | | | | 1.8% | | | | | | 31 | | | | | | 2.6% | | |
Research and innovation
|
| | | | 8 | | | | | | 1.8% | | | | | | 10 | | | | | | 0.8% | | |
Store development
|
| | | | 15 | | | | | | 3.3% | | | | | | 46 | | | | | | 3.9% | | |
Management and administration
|
| | | | 45 | | | | | | 10.1% | | | | | | 383 | | | | | | 32.5% | | |
Total
|
| | | | 447 | | | | | | 100% | | | | | | 1,177 | | | | | | 100% | | |
| | |
For the year ended December 31,
|
| |
For the six months ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
(in thousands, except for %)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales of food and beverage products
by company owned and operated stores |
| | | | 48,082 | | | | | | 84.0% | | | | | | 206,036 | | | | | | 31,911 | | | | | | 97.1% | | | | | | 57,064 | | | | | | 93.5% | | | | | | 229,870 | | | | | | 35,602 | | | | | | 96.9% | | |
Franchise fees
|
| | | | 426 | | | | | | 0.7% | | | | | | 795 | | | | | | 123 | | | | | | 0.4% | | | | | | 283 | | | | | | 0.5% | | | | | | 917 | | | | | | 142 | | | | | | 0.4% | | |
Revenues from other franchise support activities
|
| | | | 8,749 | | | | | | 15.3% | | | | | | 5,254 | | | | | | 814 | | | | | | 2.5% | | | | | | 3,680 | | | | | | 6.0% | | | | | | 4,531 | | | | | | 702 | | | | | | 1.9% | | |
Revenues from e-commerce sales
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,948 | | | | | | 302 | | | | | | 0.8% | | |
Total Revenues
|
| | | | 57,257 | | | | | | 100.0% | | | | | | 212,085 | | | | | | 32,848 | | | | | | 100.0% | | | | | | 61,027 | | | | | | 100.0% | | | | | | 237,266 | | | | | | 36,748 | | | | | | 100.0% | | |
| | |
For the year ended December 31,
|
| |
For the six months ended June 30,
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
(in thousands, except for %)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| ||||||||||||||||||||||||||||||
Costs and Expenses, Net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Company owned and operated stores
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Food and packaging
|
| | | | 21,598 | | | | | | 14.5% | | | | | | 74,402 | | | | | | 11,523 | | | | | | 21.1% | | | | | | 20,542 | | | | | | 17.6% | | | | | | 76,575 | | | | | | 11,860 | | | | | | 20.7% | | |
Payroll and employee benefits
|
| | | | 20,696 | | | | | | 13.9% | | | | | | 50,314 | | | | | | 7,793 | | | | | | 14.2% | | | | | | 16,475 | | | | | | 14.1% | | | | | | 67,897 | | | | | | 10,516 | | | | | | 18.4% | | |
Occupancy and other operating expenses
|
| | | | 34,320 | | | | | | 23.1% | | | | | | 119,015 | | | | | | 18,433 | | | | | | 33.7% | | | | | | 33,810 | | | | | | 29.0% | | | | | | 128,954 | | | | | | 19,972 | | | | | | 34.9% | | |
Company owned and operated store costs and expenses
|
| | |
|
76,614
|
| | | |
|
51.5%
|
| | | |
|
243,731
|
| | | |
|
37,749
|
| | | |
|
69.0%
|
| | | |
|
70,827
|
| | | |
|
60.8%
|
| | | |
|
273,426
|
| | | |
|
42,348
|
| | | |
|
74.0%
|
| |
Costs of other revenues
|
| | | | 7,842 | | | | | | 5.3% | | | | | | 5,208 | | | | | | 807 | | | | | | 1.5% | | | | | | 2,623 | | | | | | 2.2% | | | | | | 4,642 | | | | | | 720 | | | | | | 1.3% | | |
Marketing expenses
|
| | | | 8,020 | | | | | | 5.4% | | | | | | 16,986 | | | | | | 2,631 | | | | | | 4.8% | | | | | | 3,916 | | | | | | 3.4% | | | | | | 15,213 | | | | | | 2,356 | | | | | | 4.1% | | |
General and administrative expenses
|
| | | | 51,067 | | | | | | 34.4% | | | | | | 79,366 | | | | | | 12,292 | | | | | | 22.5% | | | | | | 34,214 | | | | | | 29.3% | | | | | | 67,040 | | | | | | 10,383 | | | | | | 18.1% | | |
Franchise and royalty expenses
|
| | | | 4,727 | | | | | | 3.2% | | | | | | 8,592 | | | | | | 1,331 | | | | | | 2.4% | | | | | | 3,277 | | | | | | 2.8% | | | | | | 8,330 | | | | | | 1,290 | | | | | | 2.3% | | |
Other operating costs and expenses
|
| | | | 439 | | | | | | 0.3% | | | | | | 2,713 | | | | | | 420 | | | | | | 0.8% | | | | | | 2,022 | | | | | | 1.7% | | | | | | 66 | | | | | | 10 | | | | | | — | | |
Loss on disposal of property and equipment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 741 | | | | | | 115 | | | | | | 0.2% | | |
Other income
|
| | | | (196) | | | | | | (0.1)% | | | | | | (3,339) | | | | | | (517) | | | | | | (1.0)% | | | | | | (302) | | | | | | (0.3)% | | | | | | (38) | | | | | | (6) | | | | | | — | | |
Total costs and expenses, net
|
| | |
|
148,513
|
| | | |
|
100.0%
|
| | | |
|
353,257
|
| | | |
|
54,713
|
| | | |
|
100.0%
|
| | | |
|
116,577
|
| | | |
|
100.0%
|
| | | |
|
369,420
|
| | | |
|
57,216
|
| | | |
|
100.0%
|
| |
| | |
For the six months ended June 30,
|
| |||||||||||||||||||||||||||
| | |
2020
|
| |
2021
|
| ||||||||||||||||||||||||
| | |
(in thousands, except for %)
|
| |||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||
Revenues: | | | | | | | |||||||||||||||||||||||||
Company owned and operated stores . . . . . . . . . . . . .
|
| | | | 57,064 | | | | | | 93.5% | | | | | | 229,870 | | | | | | 35,602 | | | | | | 96.9% | | |
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 3,963 | | | | | | 6.5% | | | | | | 7,396 | | | | | | 1,146 | | | | | | 3.1% | | |
Total Revenues: . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 61,027 | | | | | | 100.0% | | | | | | 237,266 | | | | | | 36,748 | | | | | | 100.0% | | |
Costs and Expenses, Net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company owned and operated stores | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food and packaging . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 20,542 | | | | | | 33.7% | | | | | | 76,575 | | | | | | 11,860 | | | | | | 32.3% | | |
Payroll and employee benefits . . . . . . . . . . . . . . . .
|
| | | | 16,475 | | | | | | 27.0% | | | | | | 67,897 | | | | | | 10,516 | | | | | | 28.6% | | |
Occupancy and other operating expenses . . . . . . . . .
|
| | | | 33,810 | | | | | | 55.4% | | | | | | 128,954 | | | | | | 19,972 | | | | | | 54.3% | | |
Company owned and operated store costs and expenses
|
| | | | 70,827 | | | | | | 116.1% | | | | | | 273,426 | | | | | | 42,348 | | | | | | 115.2% | | |
Costs of other revenues . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 2,623 | | | | | | 4.3% | | | | | | 4,642 | | | | | | 720 | | | | | | 2.0% | | |
Marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 3,916 | | | | | | 6.4% | | | | | | 15,213 | | | | | | 2,356 | | | | | | 6.4% | | |
General and administrative expenses . . . . . . . . . . . . .
|
| | | | 34,214 | | | | | | 56.1% | | | | | | 67,040 | | | | | | 10,383 | | | | | | 28.3% | | |
| | |
For the six months ended June 30,
|
| |||||||||||||||||||||||||||
| | |
2020
|
| |
2021
|
| ||||||||||||||||||||||||
| | |
(in thousands, except for %)
|
| |||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||
Franchise and royalty expenses . . . . . . . . . . . . . . . . .
|
| | | | 3,277 | | | | | | 5.4% | | | | | | 8,330 | | | | | | 1,290 | | | | | | 3.5% | | |
Other operating costs and expenses . . . . . . . . . . . . . .
|
| | | | 2,022 | | | | | | 3.2% | | | | | | 66 | | | | | | 10 | | | | | | — | | |
Loss on disposal of property and equipment
|
| | | | — | | | | | | — | | | | | | 741 | | | | | | 115 | | | | | | 0.3% | | |
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (302) | | | | | | (0.5)% | | | | | | (38) | | | | | | (6) | | | | | | — | | |
Total costs and expenses, net . . . . . . . . . . . . . . . . . . .
|
| | | | 116,577 | | | | | | 191.0% | | | | | | 369,420 | | | | | | 57,216 | | | | | | 155.7% | | |
Operating Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (55,550) | | | | | | (91.0)% | | | | | | (132,154) | | | | | | (20,468) | | | | | | (55.7)% | | |
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 384 | | | | | | 0.6% | | | | | | 266 | | | | | | 41 | | | | | | 0.1% | | |
Foreign Currency Transaction gain/(loss) . . . . . . . . . . . .
|
| | | | 764 | | | | | | 1.3% | | | | | | (941) | | | | | | (146) | | | | | | (0.4)% | | |
Loss Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (54,402) | | | | | | (89.1)% | | | | | | (132,829) | | | | | | (20,573) | | | | | | (56.0)% | | |
Income Tax Expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net Loss
|
| | | | (54,402) | | | | | | (89.1)% | | | | | | (132,829) | | | | | | (20,573) | | | | | | (56.0)% | | |
| | |
For the year ended December 31,
|
| |||||||||||||||||||||||||||
|
2019
|
| |
2020
|
| ||||||||||||||||||||||||||
|
(in thousands, except for %)
|
| |||||||||||||||||||||||||||||
|
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company owned and operated stores
|
| | | | 48,082 | | | | | | 84.0% | | | | | | 206,036 | | | | | | 31,911 | | | | | | 97.1% | | |
Other revenues
|
| | | | 9,175 | | | | | | 16.0% | | | | | | 6,049 | | | | | | 937 | | | | | | 2.9% | | |
Total Revenues:
|
| | | | 57,257 | | | | | | 100.0% | | | | | | 212,085 | | | | | | 32,848 | | | | | | 100.0% | | |
Costs and Expenses, Net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company owned and operated stores
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food and packaging
|
| | | | 21,598 | | | | | | 37.7% | | | | | | 74,402 | | | | | | 11,523 | | | | | | 35.1% | | |
Payroll and employee benefits
|
| | | | 20,696 | | | | | | 36.1% | | | | | | 50,314 | | | | | | 7,793 | | | | | | 23.7% | | |
Occupancy and other operating expenses
|
| | | | 34,320 | | | | | | 59.9% | | | | | | 119,015 | | | | | | 18,433 | | | | | | 56.1% | | |
Company owned and operated store costs and
expenses |
| | | | 76,614 | | | | | | 133.7% | | | | | | 243,731 | | | | | | 37,749 | | | | | | 114.9% | | |
Costs of other revenues
|
| | | | 7,842 | | | | | | 13.7% | | | | | | 5,208 | | | | | | 807 | | | | | | 2.5% | | |
Marketing expenses
|
| | | | 8,020 | | | | | | 14.0% | | | | | | 16,986 | | | | | | 2,631 | | | | | | 8.0% | | |
General and administrative expenses
|
| | | | 51,067 | | | | | | 89.2% | | | | | | 79,366 | | | | | | 12,292 | | | | | | 37.4% | | |
Franchise and royalty expenses
|
| | | | 4,727 | | | | | | 8.3% | | | | | | 8,592 | | | | | | 1,331 | | | | | | 4.1% | | |
Other operating costs and expenses
|
| | | | 439 | | | | | | 0.8% | | | | | | 2,713 | | | | | | 420 | | | | | | 1.3% | | |
Other income
|
| | | | (196) | | | | | | (0.3)% | | | | | | (3,339) | | | | | | (517) | | | | | | (1.6)% | | |
Total costs and expenses, net
|
| | | | 148,513 | | | | | | 259.4% | | | | | | 353,257 | | | | | | 54,713 | | | | | | 166.6% | | |
Operating Loss
|
| | | | (91,256) | | | | | | (159.4)% | | | | | | (141,172) | | | | | | (21,865) | | | | | | (66.6)% | | |
Interest Income
|
| | | | 2,272 | | | | | | 4.0% | | | | | | 511 | | | | | | 79 | | | | | | 0.2% | | |
Foreign Currency Transaction gain/(loss)
|
| | | | 1,156 | | | | | | 2.0% | | | | | | (2,399) | | | | | | (372) | | | | | | (1.1)% | | |
Loss Before Income Taxes
|
| | | | (87,828) | | | | | | (153.4)% | | | | | | (143,060) | | | | | | (22,158) | | | | | | (67.5)% | | |
Income Tax Expenses
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | — | | |
Net Loss
|
| | | | (87,828) | | | | | | (153.4)% | | | | | | (143,060) | | | | | | (22,158) | | | | | | (67.5)% | | |
| | |
Year ended
December 31, 2020 |
| |
Six months
ended June 30, 2021 |
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||
Revenues – company owned and operated stores
|
| | | | 206,036 | | | | | | 31,911 | | | | | | 229,870 | | | | | | 35,602 | | |
Food and packaging costs – company owned and operated stores
|
| | | | (74,402) | | | | | | (11,523) | | | | | | (76,575) | | | | | | (11,860) | | |
Gross profit – company owned and operated stores
|
| | | | 131,634 | | | | | | 20,388 | | | | | | 153,295 | | | | | | 23,742 | | |
Payroll and employee benefits(1)
|
| | | | (50,314) | | | | | | (7,793) | | | | | | (67,897) | | | | | | (10,516) | | |
Occupancy and other operating expenses(2)
|
| | | | (119,015) | | | | | | (18,433) | | | | | | (128,954) | | | | | | (19,972) | | |
Franchise and royalty expenses(3)
|
| | | | (8,592) | | | | | | (1,331) | | | | | | (8,330) | | | | | | (1,290) | | |
Depreciation and amortization(4)
|
| | | | 27,838 | | | | | | 4,312 | | | | | | 26,670 | | | | | | 4,131 | | |
Store level marketing expenses(5)
|
| | | | (8,242) | | | | | | (1,277) | | | | | | (9,196) | | | | | | (1,424) | | |
Pre-opening costs and expenses(6)
|
| | | | 19,850 | | | | | | 3,074 | | | | | | 22,800 | | | | | | 3,531 | | |
Non cash rental adjustment(7)
|
| | | | 12,118 | | | | | | 1,877 | | | | | | 10,398 | | | | | | 1,610 | | |
| | |
Year ended
December 31, 2020 |
| |
Six months
ended June 30, 2021 |
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||
Input VAT Refund(8)
|
| | | | 2,716 | | | | | | 421 | | | | | | 5,245 | | | | | | 812 | | |
Adjusted Store Contribution
|
| | | | 7,993 | | | | | | 1,238 | | | | | | 4,031 | | | | | | 624 | | |
Deferred revenue related to customer loyalty program(9)
|
| | | | 2,152 | | | | | | 333 | | | | | | 781 | | | | | | 121 | | |
Adjusted Store EBITDA
|
| | | | 10,145 | | | | | | 1,571 | | | | | | 4,812 | | | | | | 745 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
Net cash used in operating activities
|
| | | | (77,121) | | | | | | (145,773) | | | | | | (22,577) | | | | | | (77,886) | | | | | | (114,727) | | | | | | (17,769) | | |
Net cash used in investing activities
|
| | | | (56,095) | | | | | | (144,747) | | | | | | (22,418) | | | | | | (31,580) | | | | | | (121,236) | | | | | | (18,777) | | |
Net cash provided by financing activities
|
| | | | 212,802 | | | | | | 221,125 | | | | | | 34,248 | | | | | | 212,756 | | | | | | 287,470 | | | | | | 44,523 | | |
Effect of foreign currency exchange rate changes on cash
|
| | | | 4,730 | | | | | | (16,173) | | | | | | (2,505) | | | | | | 2,435 | | | | | | (1,379) | | | | | | (214) | | |
Net increase/ (decrease) in cash
|
| | | | 84,316 | | | | | | (85,568) | | | | | | (13,252) | | | | | | 105,725 | | | | | | 50,128 | | | | | | 7,763 | | |
Cash at beginning of year/period
|
| | | | 176,126 | | | | | | 260,442 | | | | | | 40,337 | | | | | | 260,442 | | | | | | 174,874 | | | | | | 27,085 | | |
Cash at end of year/period
|
| | | | 260,442 | | | | | | 174,874 | | | | | | 27,085 | | | | | | 366,167 | | | | | | 225,002 | | | | | | 34,848 | | |
| | |
Payment due by
|
| |||||||||||||||||||||||||||
|
Total
|
| |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
5 years |
| |||||||||||||||||
|
(in RMB thousands)
|
| |||||||||||||||||||||||||||||
Operating lease commitments
|
| | | | 509,796 | | | | | | 86,287 | | | | | | 176,426 | | | | | | 159,932 | | | | | | 87,151 | | |
| | |
2019
|
| |
2020
|
| |
Six months ended
June 30, 2021 |
|
Expected volatility
|
| |
20.68% - 20.89%
|
| |
24.51% - 26.99%
|
| |
24.74%
|
|
Risk-free interest rate (per annum)
|
| |
1.75% - 2.47%
|
| |
1.01% - 1.12%
|
| |
2.47%
|
|
Exercise multiple
|
| |
2.80
|
| |
2.50 - 2.80
|
| |
2.50 - 2.80
|
|
Expected dividend yield
|
| |
0.00%
|
| |
0.00%
|
| |
0.00%
|
|
Expected term (in years)
|
| |
7
|
| |
6
|
| |
10
|
|
Fair value of underlying unit (4,500 unit = 1 ordinary share)
|
| |
$0.27
|
| |
$0.37 - $0.53
|
| |
$0.88
|
|
| | | | | |
Assuming No Redemption
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||
(in thousands, except share amounts)
|
| | | | |
Purchase Price
|
| |
Shares Issued
|
| |
Purchase Price
|
| |
Shares Issued
|
| ||||||||||||
Share Consideration to Silver Crest
|
| |
(a) (b)
|
| | | | 431,250 | | | | | | 43,125,000 | | | | | | 126,192 | | | | | | 12,619,184 | | |
| | | | | |
Assuming No Redemption
|
| |
Assuming
Maximum Redemption |
| ||||||||||||||||||
| | | | | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Total THIL | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Silver Crest shareholders (including the Sponsor)
|
| |
(B)
|
| | | | 43,125,000 | | | | | | 21.30% | | | | | | 12,619,184 | | | | | | 7.34% | | |
Existing THIL shareholders
|
| | | | | | | 159,367,178 | | | | | | 78.70% | | | | | | 159,367,178 | | | | | | 92.66% | | |
Total Company Ordinary Shares Outstanding at Closing (excluding shares subject to earn-out and warrants)
|
| | | | | | | 202,492,178 | | | | | | 100.00% | | | | | | 171,986,362 | | | | | | 100.00% | | |
Shares underlying granted share options and restricted share units
|
| | | | | | | 9,432,822 | | | | | | | | | | | | 9,432,822 | | | | |||||
THIL Earn-Out Shares
|
| |
(A)
|
| | | | 14,000,000 | | | | | | | | | | | | 14,000,000 | | | | | | | | |
Shares underlying Silver Crest Public Warrants
|
| | | | | | | 17,250,000 | | | | | | | | | | | | 17,250,000 | | | | | | | | |
Shares underlying Silver Crest Sponsor Warrants
|
| | | | | | | 8,900,000 | | | | | | | | | | | | 8,900,000 | | | | | | | | |
Total Company Ordinary Shares Outstanding at Closing (including shares subject to earn-out and warrants)
|
| | | | | | | 252,075,000 | | | | | | | | | | | | 221,569,184 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
(as Restated) |
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 225,002,239 | | | | | | 4,796,544 | | | | | | 229,798,783 | | | | | | 2,228,013,595 | | | | |
|
(1)
|
| | | | | 2,251,039,763 | | | | | | (1,969,638,516) | | | | |
|
(3)
|
| | | | | 281,401,247 | | |
| | | | | | | | | | | | | | | | | | | | | | | (77,963,445) | | | | |
|
(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (128,809,170) | | | | |
|
(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 11,881,755 | | | | | | — | | | | | | 11,881,755 | | | | | | — | | | | | | | | | | | | 11,881,755 | | | | | | — | | | | | | | | | | | | 11,881,755 | | |
Inventories
|
| | | | 22,671,374 | | | | | | — | | | | | | 22,671,374 | | | | | | — | | | | | | | | | | | | 22,671,374 | | | | | | — | | | | | | | | | | | | 22,671,374 | | |
Prepaid expenses and other current assets
|
| | | | 83,856,951 | | | | | | 2,186,269 | | | | | | 86,043,220 | | | | | | — | | | | | | | | | | | | 86,043,220 | | | | | | — | | | | | | | | | | | | 86,043,220 | | |
Total Current Assets
|
| | | | 343,412,319 | | | | | | 6,982,813 | | | | | | 350,395,132 | | | | | | 2,021,240,980 | | | | | | | | | | | | 2,371,636,112 | | | | | | (1,969,638,516) | | | | | | | | | | | | 401,997,596 | | |
NON-CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 329,431,656 | | | | | | — | | | | | | 329,431,656 | | | | | | — | | | | | | | | | | | | 329,431,656 | | | | | | — | | | | | | | | | | | | 329,431,656 | | |
Intangible assets, net
|
| | | | 66,837,737 | | | | | | — | | | | | | 66,837,737 | | | | | | — | | | | | | | | | | | | 66,837,737 | | | | | | — | | | | | | | | | | | | 66,837,737 | | |
Other non-curent assets
|
| | | | 46,252,059 | | | | | | — | | | | | | 46,252,059 | | | | | | — | | | | | | | | | | | | 46,252,059 | | | | | | — | | | | | | | | | | | | 46,252,059 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 2,228,013,595 | | | | | | 2,228,013,595 | | | | | | (2,228,013,595) | | | | |
|
(1)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total Non-current Assets
|
| | | | 442,521,452 | | | | | | 2,228,013,595 | | | | | | 2,670,535,047 | | | | | | (2,228,013,595) | | | | | | | | | | | | 442,521,452 | | | | | | — | | | | | | | | | | | | 442,521,452 | | |
TOTAL ASSETS
|
| | | | 785,933,771 | | | | | | 2,234,996,408 | | | | | | 3,020,930,179 | | | | | | (206,772,615) | | | | | | | | | | | | 2,814,157,564 | | | | | | (1,969,638,516) | | | | | | | | | | | | 844,519,048 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 26,839,510 | | | | | | 11,597,364 | | | | | | 38,436,874 | | | | | | — | | | | | | | | | | | | 38,436,874 | | | | | | — | | | | | | | | | | | | 38,436,874 | | |
Contract liabilities
|
| | | | 4,866,196 | | | | | | — | | | | | | 4,866,196 | | | | | | — | | | | | | | | | | | | 4,866,196 | | | | | | — | | | | | | | | | | | | 4,866,196 | | |
Amounts due to related parties
|
| | | | 19,507,402 | | | | | | — | | | | | | 19,507,402 | | | | | | — | | | | | | | | | | | | 19,507,402 | | | | | | — | | | | | | | | | | | | 19,507,402 | | |
Other current liabilities
|
| | | | 112,511,318 | | | | | | — | | | | | | 112,511,318 | | | | | | — | | | | | | | | | | | | 112,511,318 | | | | | | — | | | | | | | | | | | | 112,511,318 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | 143,514,077 | | | | | | 143,514,077 | | | | | | — | | | | | | | | | | | | 143,514,077 | | | | | | — | | | | | | | | | | | | 143,514,077 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 77,963,445 | | | | | | 77,963,445 | | | | | | (77,963,445) | | | | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total Current Liabilities
|
| | | | 163,724,426 | | | | | | 233,074,886 | | | | | | 396,799,312 | | | | | | (77,963,445) | | | | | | | | | | | | 318,835,867 | | | | | | — | | | | | | | | | | | | 318,835,867 | | |
| | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
(as Restated) |
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
NON-CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contract liabilities — non-current
|
| | | | 642,178 | | | | | | — | | | | | | 642,178 | | | | | | — | | | | | | | | | | | | 642,178 | | | | | | — | | | | | | | | | | | | 642,178 | | |
Other non-current liabilities
|
| | | | 30,702,777 | | | | | | — | | | | | | 30,702,777 | | | | | | — | | | | | | | | | | | | 30,702,777 | | | | | | — | | | | | | | | | | | | 30,702,777 | | |
Other liabilities
|
| | | | 332,999 | | | | | | — | | | | | | 332,999 | | | | | | — | | | | | | | | | | | | 332,999 | | | | | | — | | | | | | | | | | | | 332,999 | | |
Total Non-current Liabilities
|
| | | | 31,677,954 | | | | | | — | | | | | | 31,677,954 | | | | | | — | | | | | | | | | | | | 31,677,954 | | | | | | — | | | | | | | | | | | | 31,677,954 | | |
TOTAL LIABILITIES
|
| | | | 195,402,380 | | | | | | 233,074,886 | | | | | | 428,477,266 | | | | | | (77,963,445) | | | | | | | | | | | | 350,513,821 | | | | | | — | | | | | | | | | | | | 350,513,821 | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption,
|
| | | | — | | | | | | 2,227,527,000 | | | | | | 2,227,527,000 | | | | | | (2,227,527,000) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary Shares
|
| | | | 7,485 | | | | | | — | | | | | | 7,485 | | | | | | 122,352 | | | | |
|
(5)
|
| | | | | 129,837 | | | | | | (19,696) | | | | |
|
(3)
|
| | | | | 110,141 | | |
Class A ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | 22,275 | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (22,275) | | | | |
|
(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Class B ordinary shares
|
| | | | — | | | | | | 5,572 | | | | | | 5,572 | | | | | | (5,572) | | | | |
|
(5)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 936,298,663 | | | | | | — | | | | | | 936,298,663 | | | | | | 2,227,504,725 | | | | |
|
(3)
|
| | | | | 2,825,265,293 | | | | | | (1,969,638,516) | | | | |
|
(3)
|
| | | | | 855,646,473 | | |
| | | | | | | | | | | | | | | | | | | | | | | (225,611,050) | | | | |
|
(4)
|
| | | | | | | | | | | 19,696 | | | | |
|
(3)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (94,505) | | | | |
|
(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (128,809,170) | | | | |
|
(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 15,976,630 | | | | |
|
(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Retained earnings (Accumulated deficit)
|
| | | | (388,189,322) | | | | | | (225,611,050) | | | | | | (613,800,372) | | | | | | 225,611,050 | | | | |
|
(4)
|
| | | | | (404,165,952) | | | | | | — | | | | | | | | | | | | (404,165,952) | | |
| | | | | | | | | | | | | | | | | | | | | | | (15,976,630) | | | | |
|
(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | 38,096,358 | | | | | | — | | | | | | 38,096,358 | | | | | | — | | | | | | | | | | | | 38,096,358 | | | | | | — | | | | | | | | | | | | 38,096,358 | | |
TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
|
| | | | 586,213,184 | | | | | | (225,605,478) | | | | | | 360,607,706 | | | | | | 2,098,717,830 | | | | | | | | | | | | 2,459,325,536 | | | | | | (1,969,638,516) | | | | | | | | | | | | 489,687,020 | | |
NON-CONTROLLING INTERESTS
|
| | | | 4,318,207 | | | | | | — | | | | | | 4,318,207 | | | | | | — | | | | | | | | | | | | 4,318,207 | | | | | | — | | | | | | | | | |
4,318,207
|
| |||
Total shareholders’ equity
|
| | | | 590,531,391 | | | | | | (225,605,478) | | | | | | 364,925,913 | | | | | | 2,098,717,830 | | | | | | | | | | | | 2,463,643,743 | | | | | | (1,969,638,516) | | | | | | | | | | | | 494,005,227 | | |
TOTAL LIABILITIES AND EQUITY
|
| | | | 785,933,771 | | | | | | 2,234,996,408 | | | | | | 3,020,930,179 | | | | | | (206,772,615) | | | | | | | | | | | | 2,814,157,564 | | | | | | (1,969,638,516) | | | | | | | | | | | | 844,519,048 | | |
|
| | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
|
| |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| |||||||||||||||||||||
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company-owned and operated stores
|
| | | | 229,869,554 | | | | | | — | | | | | | 229,869,554 | | | | | | — | | | | | | 229,869,554 | | | | | | — | | | | | | 229,869,554 | | |
Other revenues
|
| | | | 7,396,527 | | | | | | — | | | | | | 7,396,527 | | | | | | — | | | | | | 7,396,527 | | | | | | — | | | | | | 7,396,527 | | |
Total revenues
|
| | | | 237,266,081 | | | | | | — | | | | | | 237,266,081 | | | | | | — | | | | | | 237,266,081 | | | | | | — | | | | | | 237,266,081 | | |
COSTS AND EXPENSES, NET | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company-owned and operated stores
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food and packaging
|
| | | | 76,575,145 | | | | | | — | | | | | | 76,575,145 | | | | | | — | | | | | | 76,575,145 | | | | | | — | | | | | | 76,575,145 | | |
Payroll and employee benefits
|
| | | | 67,897,118 | | | | | | — | | | | | | 67,897,118 | | | | | | — | | | | | | 67,897,118 | | | | | | — | | | | | | 67,897,118 | | |
Occupancy and other operating expenses
|
| | | | 128,954,211 | | | | | | — | | | | | | 128,954,211 | | | | | | — | | | | | | 128,954,211 | | | | | | — | | | | | | 128,954,211 | | |
Company-owned and operated store costs and expenses
|
| | | | 273,426,474 | | | | | | — | | | | | | 273,426,474 | | | | | | — | | | | | | 273,426,474 | | | | | | — | | | | | | 273,426,474 | | |
Cost of other revenues
|
| | | | 4,641,475 | | | | | | — | | | | | | 4,641,475 | | | | | | — | | | | | | 4,641,475 | | | | | | — | | | | | | 4,641,475 | | |
Marketing expenses
|
| | | | 15,213,101 | | | | | | — | | | | | | 15,213,101 | | | | | | — | | | | | | 15,213,101 | | | | | | — | | | | | | 15,213,101 | | |
General and administrative
expenses |
| | | | 67,040,378 | | | | | | — | | | | | | 67,040,378 | | | | | | 3,450,962(BB) | | | | | | 70,491,340 | | | | | | — | | | | | | 70,491,340 | | |
Franchise and royalty expenses
|
| | | | 8,329,084 | | | | | | — | | | | | | 8,329,084 | | | | | | — | | | | | | 8,329,084 | | | | | | — | | | | | | 8,329,084 | | |
Other operating costs and
expenses |
| | | | 65,915 | | | | | | 14,226,335 | | | | | | 14,292,250 | | | | | | (388,185)(DD) | | | | | | 13,904,065 | | | | | | — | | | | | | 13,904,065 | | |
Loss on disposal of property and equipment
|
| | | | 741,140 | | | | | | — | | | | | | 741,140 | | | | | | — | | | | | | 741,140 | | | | | | — | | | | | | 741,140 | | |
Other income
|
| | | | (37,918) | | | | | | — | | | | | | (37,918) | | | | | | — | | | | | | (37,918) | | | | | | — | | | | | | (37,918) | | |
Total costs and expenses, net
|
| | | | 369,419,649 | | | | | | 14,226,335 | | | | | | 383,645,984 | | | | | | 3,062,777 | | | | | | 386,708,761 | | | | | | — | | | | | | 386,708,761 | | |
OPERATING LOSS
|
| | | | (132,153,568) | | | | | | (14,226,335) | | | | | | (146,379,903) | | | | | | (3,062,777) | | | | | | (149,442,680) | | | | | | — | | | | | | (149,442,680) | | |
Interest income
|
| | | | 265,514 | | | | | | 487,813 | | | | | | 753,327 | | | | | | (487,813)(CC) | | | | | | 265,514 | | | | | | — | | | | | | 265,514 | | |
Transaction costs incurred in connection with warrants
|
| | | | — | | | | | | (5,307,310) | | | | | | (5,307,310) | | | | | | — | | | | | | (5,307,310) | | | | | | — | | | | | | (5,307,310) | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | (3,383,683) | | | | | | (3,383,683) | | | | | | — | | | | | | (3,383,683) | | | | | | — | | | | | | (3,383,683) | | |
Foreign currency transaction loss
|
| | | | (940,802) | | | | | | — | | | | | | (940,802) | | | | | | — | | | | | | (940,802) | | | | | | — | | | | | | (940,802) | | |
LOSS BEFORE INCOME
TAX |
| | | | (132,828,856) | | | | | | (22,429,515) | | | | | | (155,258,371) | | | | | | (3,550,590) | | | | | | (158,808,961) | | | | | | — | | | | | | (158,808,961) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NET LOSS
|
| | | | (132,828,856) | | | | | | (22,429,515) | | | | | | (155,258,371) | | | | | | (3,550,590) | | | | | | (158,808,961) | | | | | | — | | | | | | (158,808,961) | | |
Less: Net Loss attributable to noncontrolling interests
|
| | | | (446,675) | | | | | | | | | | | | (446,675) | | | | | | — | | | | | | (446,675) | | | | | | — | | | | | | (446,675) | | |
NET LOSS ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
|
| | | | (132,382,181) | | | | | | (22,429,515) | | | | | | (154,811,696) | | | | | | (3,550,590) | | | | | | (158,362,286) | | | | | | — | | | | | | (158,362,286) | | |
Basic and diluted loss Per Ordinary Share
|
| | | | (1,183.38) | | | | | | | | | | | | | | | | | | | | | | | | (0.78) | | | | | | | | | | | | (0.92) | | |
Weighted average number of ordinary shares
|
| | | | 111,868 | | | | | | | | | | | | | | | | | | | | | | | | 202,002,649(AA) | | | | | | | | | | | | 171,496,833(AA) | | |
Basic and diluted loss Per Ordinary Share, Class A and Class B non-redeemable
|
| | | | | | | | | | (0.52) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares, Class A and Class B non-redeemable
|
| | | | | | | | | | 7,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted loss Per Ordinary Share, Class A redeemable
|
| | | | | | | | | | (0.52) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares, Class A redeemable
|
| | | | | | | | |
|
34,500,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
THIL
|
| |
Silver Crest
|
| |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| |||||||||||||||||||||
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company-owned and operated stores
|
| | | | 206,036,187 | | | | | | — | | | | | | 206,036,187 | | | | | | — | | | | | | 206,036,187 | | | | | | — | | | | | | 206,036,187 | | |
Other revenues
|
| | | | 6,048,384 | | | | | | — | | | | | | 6,048,384 | | | | | | — | | | | | | 6,048,384 | | | | | | — | | | | | | 6,048,384 | | |
Total revenues
|
| | | | 212,084,571 | | | | | | — | | | | | | 212,084,571 | | | | | | — | | | | | | 212,084,571 | | | | | | — | | | | | | 212,084,571 | | |
COSTS AND EXPENSES, NET | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company-owned and operated stores
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food and packaging
|
| | | | 74,401,872 | | | | | | — | | | | | | 74,401,872 | | | | | | — | | | | | | 74,401,872 | | | | | | — | | | | | | 74,401,872 | | |
Payroll and employee benefits
|
| | | | 50,314,270 | | | | | | — | | | | | | 50,314,270 | | | | | | — | | | | | | 50,314,270 | | | | | | — | | | | | | 50,314,270 | | |
Occupancy and other operating
expenses |
| | | | 119,015,218 | | | | | | — | | | | | | 119,015,218 | | | | | | — | | | | | | 119,015,218 | | | | | | — | | | | | | 119,015,218 | | |
Company-owned and operated store costs and expenses
|
| | | | 243,731,360 | | | | | | — | | | | | | 243,731,360 | | | | | | — | | | | | | 243,731,360 | | | | | | — | | | | | | 243,731,360 | | |
Cost of other revenues
|
| | | | 5,207,632 | | | | | | — | | | | | | 5,207,632 | | | | | | — | | | | | | 5,207,632 | | | | | | — | | | | | | 5,207,632 | | |
Marketing expenses
|
| | | | 16,986,023 | | | | | | — | | | | | | 16,986,023 | | | | | | — | | | | | | 16,986,023 | | | | | | — | | | | | | 16,986,023 | | |
General and administrative
expenses |
| | | | 79,366,314 | | | | | | — | | | | | | 79,366,314 | | | | | | 12,525,668(BB) | | | | | | 91,891,982 | | | | | | — | | | | | | 91,891,982 | | |
Franchise and royalty expenses
|
| | | | 8,591,902 | | | | | | — | | | | | | 8,591,902 | | | | | | — | | | | | | 8,591,902 | | | | | | — | | | | | | 8,591,902 | | |
Other operating costs and expenses
|
| | | | 2,712,522 | | | | | | 32,621 | | | | | | 2,745,143 | | | | | | — | | | | | | 2,745,143 | | | | | | — | | | | | | 2,745,143 | | |
Other income
|
| | | | (3,338,788) | | | | | | — | | | | | | (3,338,788) | | | | | | — | | | | | | (3,338,788) | | | | | | — | | | | | | (3,338,788) | | |
Total costs and expenses, net
|
| | | | 353,256,965 | | | | | | 32,621 | | | | | | 353,289,586 | | | | | | 12,525,668 | | | | | | 365,815,254 | | | | | | — | | | | | | 365,815,254 | | |
OPERATING LOSS
|
| | | | (141,172,394) | | | | | | (32,621) | | | | | | (141,205,015) | | | | | | (12,525,668) | | | | | | (153,730,683) | | | | | | — | | | | | | (153,730,683) | | |
Interest income
|
| | | | 511,389 | | | | | | — | | | | | | 511,389 | | | | | | — | | | | | | 511,389 | | | | | | — | | | | | | 511,389 | | |
Foreign currency transaction loss
|
| | | | (2,399,162) | | | | | | — | | | | | | (2,399,162) | | | | | | — | | | | | | (2,399,162) | | | | | | — | | | | | | (2,399,162) | | |
LOSS BEFORE INCOME TAX
|
| | | | (143,060,167) | | | | | | (32,621) | | | | | | (143,092,788) | | | | | | (12,525,668) | | | | | | (155,618,456) | | | | | | — | | | | | | (155,618,456) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NET LOSS
|
| | | | (143,060,167) | | | | | | (32,621) | | | | | | (143,092,788) | | | | | | (12,525,668) | | | | | | (155,618,456) | | | | | | — | | | | | | (155,618,456) | | |
Less: Net Loss attributable to noncontrolling interests
|
| | | | (1,060,660) | | | | | | — | | | | | | (1,060,660) | | | | | | — | | | | | | (1,060,660) | | | | | | — | | | | | | (1,060,660) | | |
NET LOSS ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
|
| | | | (141,999,507) | | | | | | (32,621) | | | | | | (142,032,128) | | | | | | (12,525,668) | | | | | | (154,557,796) | | | | | | — | | | | | | (154,557,796) | | |
Basic and diluted loss Per Ordinary Share
|
| | | | (1,416.10) | | | | | | (0.00) | | | | | | | | | | | | | | | | | | (0.77) | | | | | | | | | | | | (0.91) | | |
Weighted average number of ordinary shares
|
| | | | 100,275 | | | | | | 7,500,000 | | | | | | | | | | | | | | | | | | 201,547,413(AA) | | | | | | | | | | | | 170,776,948(AA) | | |
| | |
December 31,
2020 |
| |
June 30,
2021 |
| ||||||
Market price
|
| | | $ | 9.58 | | | | | $ | 9.65 | | |
Risk-free interest rate
|
| | | | 0.95% | | | | | | 0.87% | | |
Dividend yield
|
| | | | 0.00% | | | | | | 0.00% | | |
Expected volatility
|
| | | | 15.1% | | | | | | 15.8% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
| | |
For the Year Ended December 31, 2020
|
| |
For the six-months ended June 30, 2021
|
| ||||||||||||||||||
| | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||
Pro forma net loss attributable to the Company
|
| | | | (154,557,796) | | | | | | (154,557,796) | | | | | | (158,362,286) | | | | | | (158,362,286) | | |
Weighted average share outstanding –
basic and diluted |
| | | | 201,547,413 | | | | | | 170,776,948 | | | | | | 202,002,649 | | | | | | 171,496,833 | | |
Pro forma net loss per share – basic and diluted
|
| | | | (0.77) | | | | | | (0.91) | | | | | | (0.78) | | | | | | (0.92) | | |
| | |
No Redemption
|
| |
No Redemption
|
| ||||||||||||||||||
Pro Forma Shares Outstanding
|
| | |
|
201,547,413
|
| | | |
|
100%
|
| | | |
|
202,002,649
|
| | | |
|
100%
|
| |
THIL Ownership
|
| | | | 159,822,413(2)(3)(4) | | | | | | 79% | | | | | | 160,277,649(2)(3)(4) | | | | | | 79% | | |
Silver Crest Public Ownership
|
| | | | 34,500,000 | | | | | | 17% | | | | | | 34,500,000 | | | | | | 17% | | |
Silver Crest Sponsor Ownership
|
| | | | 7,225,000(1) | | | | | | 4% | | | | | | 7,225,000(1) | | | | | | 4% | | |
| | | |
|
201,547,413
|
| | | |
|
100%
|
| | | |
|
202,002,649
|
| | | |
|
100%
|
| |
| | |
Maximum Redemption
|
| |
Maximum Redemption
|
| ||||||||||||||||||
Pro Forma Shares Outstanding
|
| | |
|
170,776,948
|
| | | |
|
100%
|
| | | |
|
171,496,833
|
| | | |
|
100%
|
| |
THIL Ownership
|
| | | | 159,822,413(2)(3)(4) | | | | | | 94% | | | | | | 160,277,649(2)(3)(4) | | | | | | 94% | | |
Silver Crest Public Ownership
|
| | | | 3,729,535 | | | | | | 2% | | | | | | 3,994,184 | | | | | | 2% | | |
Silver Crest Sponsor Ownership
|
| | | | 7,225,000(1) | | | | | | 4% | | | | | | 7,225,000(1) | | | | | | 4% | | |
| | | |
|
170,776,948
|
| | | |
|
100%
|
| | | |
|
171,496,833
|
| | | |
|
100%
|
| |
Name
|
| |
Age
|
| |
Position
|
|
Peter Yu | | |
60
|
| | Chairman and Director | |
Yongchen Lu | | |
44
|
| | Chief Executive Officer | |
Dong Li | | |
45
|
| | Chief Financial Officer | |
Bin He | | |
38
|
| | Chief Consumer Officer | |
Gregory Armstrong | | |
44
|
| | Director | |
Andrew Wehrley | | |
43
|
| | Director | |
Meizi Zhu | | |
36
|
| | Director | |
Eric Haibing Wu | | |
49
|
| | Director | |
Ekrem Ozer | | |
40
|
| | Director | |
Name
|
| |
Unit Granted
|
| |
Ordinary Shares
Underlying Options |
| |
Exercise Price
(US$/Unit) |
| |
Date of
Grant |
| |
Date of
Expiration |
| |||||||||||||||
Yongchen Lu
|
| | | | 5,000,000 | | | | | | 1,111 | | | | | | — | | | | | | 2018/05/01 | | | | | | 2028/05/01 | | |
| | | | | 5,000,000 | | | | | | 1,111 | | | | | | 0.2 | | | | | | 2018/05/01 | | | | | | 2028/05/01 | | |
| | | | | * | | | | | | * | | | | | | 0.6 | | | | | | 2021/04/01 | | | | | | 2031/04/01 | | |
Bin He
|
| | | | * | | | | | | * | | | | | | 0.2 | | | | | | 2018/05/01 | | | | | | 2028/05/01 | | |
| | | | | * | | | | | | * | | | | | | 0.6 | | | | | | 2021/02/01 | | | | | | 2031/02/01 | | |
Dong Li
|
| | | | * | | | | | | * | | | | | | 0.6 | | | | | | 2021/09/06 | | | | | | 2031/09/06 | | |
All directors and executive officers as a group
|
| | | | 18,049,790 | | | | | | 4,011 | | | | | | | | | | | | | | | | | | | | |
Redemption Date (period to expiration of
warrants) |
| |
Fair Market Value of THIL Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
Redemption Date (period to expiration of
warrants) |
| |
Fair Market Value of THIL Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
|
Silver Crest
|
| |
THIL
|
|
|
Authorized Share Capital
|
| |||
|
The authorized share capital of Silver Crest is $22,200 divided into 200,000,000 Class A ordinary shares of a par value of $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each, and 2,000,000 preference shares of a par value of $0.0001 each. As of the date of this proxy statement/prospectus, no preference shares are outstanding.
Silver Crest’s board of directors is authorized to issue preference shares in one or more series without shareholder approval.
|
| |
The authorized share capital of THIL as of the effective time of the Business Combination will be $5,000 divided into such number of shares determined by multiplying the number of authorized ordinary shares of THIL immediately before the Share Split by a split factor provided in the Merger Agreement with a nominal or par value equal to $5,000 divided by such number of shares; with 500,000,000 of such shares being classified as ordinary share, and the balance of such shares being classified as such class or classes (however designated) as the Board may determine. As of the date of this proxy statement/prospectus, no preference shares are outstanding.
The Board is authorized to issue preference shares in one or more series without shareholder approval. The Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of its authorized but unissued shares.
|
|
|
Number of Directors
|
| |||
| Silver Crest shareholders may by ordinary resolution (simple majority standard) fix the maximum and minimum number of directors to be appointed but unless such numbers are fixed, the minimum number of directors is one and the maximum number of directors is unlimited. | | | THIL shareholders may by ordinary resolution (simple majority standard) fix the maximum and minimum number of directors to be appointed but unless such numbers are fixed, the minimum number of directors is one and the maximum number of directors is unlimited. | |
|
Silver Crest
|
| |
THIL
|
|
|
Classified Board of Directors
|
| |||
| For so long as the Silver Crest shares are traded on a designated stock exchange, Silver Crest’s board of directors shall be divided into three classes: Class I, Class II and Class III. At the first annual general meeting of members following the Silver Crest IPO, the term of office of directors assigned to Class I shall expire and Class I directors shall be elected for a full term of three years; at the second annual general meeting of members following the Silver Crest IPO, the term of office of the directors assigned to Class II shall expire and Class II directors shall be elected for a full term of three years; and at the third annual general meeting of members following the Silver Crest IPO, the term of office of the directors assigned to Class III shall expire and Class III directors shall be elected for a full term of three years. These term limits do not apply to those directors appointed prior to the first annual general meeting of members. Silver Crest’s board of directors is responsible for assigning directors to each class. | | | The Board shall be divided into three classes: Class I, Class II and Class III. The term of office of directors assigned to Class I shall expire at the first annual general meeting of members following the effectiveness of the THIL Articles; the term of office of the directors assigned to Class II shall expire at the second annual general meeting of members following the effectiveness of the THIL Articles; and the term of office of the directors assigned to Class III shall expire at the third annual general meeting of members following the effectiveness of the THIL Articles. | |
|
Nomination Rights
|
| |||
| Shareholders do not have any nomination rights. Prior to the closing of the initial business combination, only holders of Silver Crest Class B Shares will have the right to vote on the appointment of directors. | | | Other than Silver Crest Management LLC’s right to designate one director pursuant to the Merger Agreement, shareholders do not have any nomination rights. | |
|
Alternate Directors
|
| |||
| Any director may in writing appoint another person to be such director’s alternate. Every such alternate director shall be entitled to attend and vote at meetings of Silver Crest’s board of directors as a director when the director appointing such alternate director is not personally present and shall have authority to sign written resolutions of Silver Crest’s board of directors on behalf of the appointing director, except where such written resolutions have been signed by the appointing director. Subject to the provisions of the Silver Crest Articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the appointing director. | | | Any director may in writing appoint another person to be such director’s alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such director’s place at any meeting of the Board at which the appointing director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Board as a director when the director appointing such alternate director is not personally present. If a director appoints another director as an alternate, the alternate director shall have one vote on behalf of the appointing director in addition to his or her own vote. Subject to the provisions of THIL Articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and | |
|
Silver Crest
|
| |
THIL
|
|
| | | | defaults and shall not be deemed to be the agent of the appointing director. | |
|
Filling Vacancies on the Board of Directors
|
| |||
|
The directors may appoint any person to be a director to fill a vacancy provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Silver Crest Articles as the maximum number of directors.
Silver Crest shareholders may appoint any person to be a director by ordinary resolution (simple majority standard) provided that, prior to the closing of the initial business combination, only holders of Silver Crest Class B Shares will have the right to vote on the appointment of directors.
|
| |
The directors may appoint any person to be a director to fill a vacancy provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the THIL Articles as the maximum number of directors.
THIL shareholders may appoint any person to be a director by ordinary resolution (simple majority standard). Pursuant to the Merger Agreement, Silver Crest Management LLC has the right to designate one director for appointment to the Board.
A director appointed to fill a vacancy resulting from the death, resignation or removal of a director serves the remainder of the full term of the director whose death, resignation or removal created the vacancy and until his or her successor shall have been appointed and qualified.
|
|
|
Removal of Directors by Shareholders
|
| |||
| Silver Crest shareholders may remove any director, with our without cause, by ordinary resolution (simple majority standard) provided that, prior to the closing of the initial business combination, only holders of Silver Crest Class B Shares will have the right to vote on the removal of directors | | | Directors may be removed only for cause by an ordinary resolution (simple majority standard) of the shareholders or by all of the remaining directors (not being less than two in number). | |
|
Shareholder Meeting Quorum
|
| |||
|
The quorum required for a general meeting of Silver Crest shareholders consists of one or more shareholders holding at least a majority of the shares entitled to vote present in person or by proxy,
If Silver Crest’s board of directors proposes to materially and adversely vary the rights of a specific class of shares, the necessary quorum for such class meeting shall be at least one or more shareholders holding or representing by proxy at least one-third in nominal or par value amount of the issued shares of the class. |
| |
The quorum required for a general meeting of THIL shareholders consists of one or more shareholders holding at least a majority of the shares entitled to vote, present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy.
If the Board proposes to materially and adversely vary the rights of a specific class of shares, the necessary quorum for such class meeting shall be one or more shareholders holding or representing by proxy at least one-third of the issued shares of the class.
|
|
|
Calling a Special Meeting of Shareholders
|
| |||
| Shareholders holding at least 30% of the voting share capital may requisition general meetings (i.e. call a special meeting of shareholders). | | | General meetings may be convened on the requisition on writing of any shareholder or shareholders holding at least 10% of the paid up voting share capital. | |
|
Silver Crest
|
| |
THIL
|
|
|
Advance Notice of Shareholder Proposal or Nomination
|
| |||
| Shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to Silver Crest not later than the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. | | | No advance notice provisions to bring business or nominate directors under the THIL Articles. | |
|
Advance Notice of Meetings
|
| |||
|
A director or alternate director may call a meeting of Silver Crest’s board of directors by providing at least two days’ notice.
At least five clear days’ notice must be given of any general meeting of Silver Crest shareholders.
|
| |
A director may call a meeting of the Board by providing at least two days’ notice.
At least seven clear days’ notice must be given of any general meeting of THIL shareholders.
|
|
|
Restrictions on Outside Compensation of Directors
|
| |||
| No restrictions on outside remuneration of directors. | | | No restrictions on outside remuneration of directors. | |
|
Shareholder Action by Written Consent
|
| |||
| Unanimous written consent required to pass a resolution without a meeting. | | | Unanimous written consent required to pass a resolution without a meeting. | |
|
Voting Requirements for Amendments to Amended and Restated Memorandum and Articles of Association
|
| |||
|
Special resolution (662∕3% of shareholders who vote at a general meeting where there is a quorum or a unanimous written resolution) required to amend the Silver Crest Articles.
If Silver Crest’s board of directors proposes to materially and adversely vary the rights of a specific class of shares, such variation requires the consent in writing of the holders of not less than two-thirds of the issued shares of that class or the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Silver Crest Public Shareholders will have the right to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account if any amendment is made to the Silver Crest Articles (i) that would modify the substance or timing of Silver Crest’s obligation to provide holders of Silver Crest Class A Shares the right to have their shares redeemed in connection with an initial business combination or to redeem 100% of the Public Shares if Silver Crest does not complete its initial business combination within the prescribed
|
| |
Special resolution (662∕3% of shareholders who vote at a general meeting where there is a quorum or a unanimous written resolution) required to amend the THIL Articles.
If the Board proposes to materially and adversely vary the rights of a specific class of shares, such variation requires the consent in writing of the holders of not less than two-thirds of the issued shares of that class or the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Holders of THIL Ordinary Shares do not have any redemption rights with respect to amendments to the THIL Articles.
|
|
|
Silver Crest
|
| |
THIL
|
|
| timeframe or any amendment is made with respect to any other provision of the Silver Crest Articles relating to the rights of holders of Silver Crest Class A Shares. | | | | |
|
Indemnification of Directors and Officers
|
| |||
| The Silver Crest Articles provides for limited indemnification covering only directors and officers and former directors and officers. Silver Crest shall pay expenses in advance of a final disposition. | | | The THIL Articles provide for limited indemnification covering only directors and officers, former directors and officers and their personal representatives. THIL shall pay expenses in advance of a final disposition. | |
|
Approval of Certain Transactions
|
| |||
| Any merger or consolidation of Silver Crest with one (1) or more constituent companies shall require the approval of a special resolution (662∕3% of shareholders who vote at a general meeting where there is a quorum). | | | Any merger or consolidation of THIL with one (1) or more constituent companies shall require the approval of a special resolution (662∕3% of shareholders who vote at a general meeting where there is a quorum). | |
|
Forum Selection Provision
|
| |||
| There is no provision requiring disputes brought on behalf of Silver Crest or against Silver Crest (or directors or employees of Silver Crest in their capacities as such) to be brought in a particular forum. | | | There is no provision requiring disputes brought on behalf of THIL or against THIL (or directors or employees of THIL in their capacities as such) to be brought in a particular forum. | |
|
Waiver of Corporate Opportunity
|
| |||
| Waiver of obligation to provide business opportunities to Silver Crest provided for directors and officers. | | | No such waiver. | |
Name of Beneficial Owner(1)
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percentage of
Outstanding Ordinary Shares |
| ||||||
Silver Crest 5% or Greater Shareholders: | | | | | | | | | | | | | |
Silver Crest Management LLC
|
| | | | 8,625,000(2)(3) | | | | | | 20.0% | | |
Other 5% Shareholders: | | | | | | | | | | | | | |
Citadel Reporting Persons
|
| | | | 2,896,742(4) | | | | | | 8.4% | | |
RP Investment Advisors LP
|
| | | | 2,475,000(5) | | | | | | 7.2% | | |
PAG Holdings Limited
|
| | | | 2,389,500(6) | | | | | | 6.8% | | |
Silver Crest Current Officers and Directors: | | | | | | | | | | | | | |
Leon Meng
|
| | | | 8,625,000(2)(3) | | | | | | 20.0% | | |
Christopher Lawrence
|
| | | | —(7) | | | | | | — | | |
Derek Cheung
|
| | | | —(7) | | | | | | — | | |
Andy Bryant
|
| | | | —(7) | | | | | | — | | |
Steeve Hagege
|
| | | | —(7) | | | | | | — | | |
Wei Long
|
| | | | —(7) | | | | | | — | | |
Mei Tong
|
| | | | —(7) | | | | | | — | | |
All officers and directors as a group (7 persons)
|
| | | | 8,625,000(2)(3)(7) | | | | | | 20.0% | | |
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percentage of Outstanding
Shares |
| ||||||
5% or Greater Shareholders: | | | | | | | | | | | | | |
Pangaea Two Acquisition Holdings XXIIB Limited
|
| | | | 105,013(1) | | | | | | 90.0% | | |
Pangaea Two Acquisition Holdings XXIIA Limited
|
| | | | 67,535(2) | | | | | | 57.9% | | |
Tencent Mobility Limited
|
| | | | 17,460(3) | | | | | | 15.0% | | |
SCC Growth VI Holdco D, Ltd.
|
| | | | 13,345(4) | | | | | | 11.4% | | |
Tim Hortons Restaurants International GmbH
|
| | | | 10,000(5) | | | | | | 8.6% | | |
Eastern Bell International XXVI Limited
|
| | | | 6,672(6) | | | | | | 5.7% | | |
Directors and Executive Officers†: | | | | | | | | | | | | | |
Peter Yu
|
| | | | 67,535(2) | | | | | | 57.9% | | |
Yongchen Lu
|
| | | | 1,178(7) | | | | | | 1.0% | | |
Dong Li
|
| | | | — | | | | | | — | | |
Bin He
|
| | | | *(8) | | | | | | * | | |
Gregory Armstrong
|
| | | | — | | | | | | — | | |
Andrew Wehrley
|
| | | | — | | | | | | — | | |
Meizi Zhu
|
| | | | — | | | | | | — | | |
Eric Haibing Wu
|
| | | | — | | | | | | — | | |
Ekrem Ozer
|
| | | | — | | | | | | — | | |
All executive officers and directors as a group
(nine persons) |
| | | | 71,102 | | | | | | 59.3% | | |
Name of Beneficial Owner
|
| |
Post- Business Combination
(Assuming No Redemption and No Exercise of Dissent Rights) |
| |
Post- Business Combination
(Assuming Maximum Redemption of Silver Crest Class A Shares) |
| ||||||||||||||||||
|
Amount and
Nature of Beneficial Ownership |
| |
Percentage of
Outstanding Shares |
| |
Amount and
Nature of Beneficial Ownership |
| |
Percentage of
Outstanding Shares |
| ||||||||||||||
5% or Greater Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | |
Pangaea Two Acquisition Holdings XXIIB Limited
|
| | | | 143,418,305(1) | | | | | | 70.83% | | | | | | 143,418,305(1) | | | | | | 83.39% | | |
Pangaea Two Acquisition Holdings XXIIA Limited
|
| | | | 92,234,097(2) | | | | | | 45.55% | | | | | | 92,234,097(2) | | | | | | 53.63% | | |
Tencent Mobility Limited
|
| | | | 23,845,948(3) | | | | | | 11.78% | | | | | | 23,845,948(3) | | | | | | 13.86% | | |
SCC Growth VI Holdco D, Ltd.
|
| | | | 18,225,506(4) | | | | | | 9.00% | | | | | | 18,225,506(4) | | | | | | 10.60% | | |
Tim Hortons Restaurants International
GmbH |
| | | | 13,657,195(5) | | | | | | 6.74% | | | | | | 13,657,195(5) | | | | | | 7.94% | | |
Eastern Bell International XXVI Limited
|
| | | | 9,112,754(6) | | | | | | 4.50% | | | | | | 9,112,754(6) | | | | | | 5.30% | | |
Directors and Executive Officers†: | | | | | | | | | | | | | | | | | | | | | | | | | |
Peter Yu
|
| | | | 92,234,097(2) | | | | | | 45.55% | | | | | | 92,234,097(2) | | | | | | 53.63% | | |
Yongchen Lu
|
| | | | *(6) | | | | | | * | | | | | | *(6) | | | | | | * | | |
Dong Li
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bin He
|
| | | | *(7) | | | | | | * | | | | | | *(7) | | | | | | * | | |
Gregory Armstrong
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew Wehrley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Meizi Zhu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric Haibing Wu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ekrem Ozer
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a group (nine persons)
|
| | | | 94,525,546 | | | | | | 46.68% | | | | | | 94,525,546 | | | | | | 54.96% | | |
| | |
Page
|
| |||
TH International Limited | | | | | | | |
Consolidated Financial Statements | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
Unaudited Condensed Consolidated Financial Statements | | | | | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
Silver Crest Acquisition Corporation | | | | | | | |
Audited Financial Statements | | | | | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | | |
| | | | F-51 | | | |
| | | | F-52 | | | |
Unaudited Condensed Financial Statements | | | | | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | | |
| | | | F-64 | | | |
| | | | F-65 | | | |
| | | | F-66 | | |
| | | | | |
As of December 31
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2020
|
| ||||||
| | | | | |
RMB
|
| |
RMB
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash
|
| | | | | | | 260,441,842 | | | | | | 174,873,739 | | |
Accounts receivable
|
| |
3
|
| | | | 3,173,494 | | | | | | 7,978,152 | | |
Inventories
|
| |
4
|
| | | | 5,734,292 | | | | | | 11,304,698 | | |
Prepaid expenses and other current assets
|
| |
5
|
| | | | 19,725,816 | | | | | | 56,736,515 | | |
Total current assets
|
| | | | | | | 289,075,444 | | | | | | 250,893,104 | | |
Non-current assets | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| |
6
|
| | | | 79,444,144 | | | | | | 235,752,655 | | |
Intangible assets, net
|
| |
7
|
| | | | 65,772,282 | | | | | | 61,903,026 | | |
Other non-current assets
|
| |
8
|
| | | | 9,703,761 | | | | | | 31,811,916 | | |
Total non-current assets
|
| | | | | | | 154,920,187 | | | | | | 329,467,597 | | |
Total assets
|
| | | | | | | 443,995,631 | | | | | | 580,360,701 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | | 7,687,301 | | | | | | 15,396,770 | | |
Contract liabilities
|
| |
9
|
| | | | 4,052,132 | | | | | | 2,860,704 | | |
Amount due to related parties
|
| |
19
|
| | | | 2,144,608 | | | | | | 7,678,486 | | |
Other current liabilities
|
| |
12
|
| | | | 51,636,736 | | | | | | 102,308,418 | | |
Total current liabilities
|
| | | | | | | 65,520,777 | | | | | | 128,244,378 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Contract liabilities – non-current
|
| |
9
|
| | | | — | | | | | | 534,067 | | |
Other non-current liabilities
|
| | | | | | | 5,379,921 | | | | | | 18,173,219 | | |
Other liabilities
|
| | | | | | | 503,241 | | | | | | 356,787 | | |
Total non-current liabilities
|
| | | | | | | 5,883,162 | | | | | | 19,064,073 | | |
Total liabilities
|
| | | | | | | 71,403,939 | | | | | | 147,308,451 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | |
Ordinary shares (US$0.01 par value, 5,000,000 shares authorized, 100,000 shares and 101,500 shares issued and outstanding as of December 31, 2019 and 2020, respectively)
|
| | | | | | | 6,412 | | | | | | 6,513 | | |
Additional paid-in capital
|
| | | | | | | 636,537,437 | | | | | | 644,906,635 | | |
Subscription receivables
|
| |
17
|
| | | | (192,363,000) | | | | | | — | | |
Accumulated losses
|
| | | | | | | (113,807,634) | | | | | | (255,807,141) | | |
Accumulated other comprehensive income
|
| | | | | | | 36,392,935 | | | | | | 39,181,361 | | |
Total equity attributable to shareholders of the Company
|
| | | | | | | 366,766,150 | | | | | | 428,287,368 | | |
Non-controlling interests
|
| | | | | | | 5,825,542 | | | | | | 4,764,882 | | |
Total shareholders’ equity
|
| | | | | | | 372,591,692 | | | | | | 433,052,250 | | |
Commitments and Contingencies
|
| |
10
|
| | | | | | | | | | | | |
Total liabilities and shareholders’ equity
|
| | | | | | | 443,995,631 | | | | | | 580,360,701 | | |
| | | | | |
Year ended December 31
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2020
|
| ||||||
| | | | | |
RMB
|
| |
RMB
|
| ||||||
Revenues
|
| |
13
|
| | | | | | | | | | | | |
Company owned and operated stores
|
| | | | | | | 48,081,820 | | | | | | 206,036,187 | | |
Other revenues
|
| | | | | | | 9,175,283 | | | | | | 6,048,384 | | |
Total revenues
|
| | | | | | | 57,257,103 | | | | | | 212,084,571 | | |
Costs and expenses, net | | | | | | | | | | | | | | | | |
Company owned and operated stores | | | | | | | | | | | | | | | | |
Food and packaging (including cost of Company owned and operated stores from transactions with a related party of RMB 6,815,762 and RMB8,864,342 for the years ended December 31, 2019 and 2020, respectively)
|
| | | | | | | 21,598,486 | | | | | | 74,401,872 | | |
Payroll and employee benefits
|
| | | | | | | 20,695,652 | | | | | | 50,314,270 | | |
Occupancy and other operating expenses
|
| | | | | | | 34,319,427 | | | | | | 119,015,218 | | |
Company owned and operated store costs and expenses
|
| | | | | | | 76,613,565 | | | | | | 243,731,360 | | |
Costs of other revenues
|
| | | | | | | 7,842,171 | | | | | | 5,207,632 | | |
Marketing expenses
|
| | | | | | | 8,020,373 | | | | | | 16,986,023 | | |
General and administrative expenses (including general and administrative expenses from transactions with a related party of RMB443,260 and RMB160,532 for the years ended December 31, 2019 and 2020, respectively)
|
| | | | | | | 51,066,593 | | | | | | 79,366,314 | | |
Franchise and royalty expenses (including franchise and royalty expenses from transactions with a related party of RMB1,209,660 and RMB5,147,252 for the years ended December 31, 2019 and 2020, respectively)
|
| | | | | | | 4,726,773 | | | | | | 8,591,902 | | |
Other operating costs and expenses
|
| | | | | | | 439,452 | | | | | | 2,712,522 | | |
Other income
|
| |
14
|
| | | | 195,717 | | | | | | 3,338,788 | | |
Total costs and expenses, net
|
| | | | | | | 148,513,210 | | | | | | 353,256,965 | | |
Operating loss
|
| | | | | | | (91,256,107) | | | | | | (141,172,394) | | |
Interest income
|
| | | | | | | 2,271,637 | | | | | | 511,389 | | |
Foreign currency transaction gain/(loss)
|
| | | | | | | 1,155,826 | | | | | | (2,399,162) | | |
Loss before income taxes
|
| | | | | | | (87,828,644) | | | | | | (143,060,167) | | |
Income tax expenses
|
| |
16
|
| | | | — | | | | | | — | | |
Net loss
|
| | | | | | | (87,828,644) | | | | | | (143,060,167) | | |
Less: Net Loss attributable to non-controlling interests
|
| | | | | | | (174,458) | | | | | | (1,060,660) | | |
Net Loss attributable to shareholders of the Company
|
| | | | | | | (87,654,186) | | | | | | (141,999,507) | | |
Basic and diluted loss Per Ordinary Share
|
| |
18
|
| | | | (877) | | | | | | (1,416) | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Net loss
|
| | | | (87,828,644) | | | | | | (143,060,167) | | |
Other comprehensive income | | | | | | | | | | | | | |
Foreign currency translation adjustment, net of nil income taxes
|
| | | | 19,068,426 | | | | | | 2,788,426 | | |
Total comprehensive loss
|
| | | | (68,760,218) | | | | | | (140,271,741) | | |
Less: Comprehensive loss attributable to non-controlling interests
|
| | | | (174,458) | | | | | | (1,060,660) | | |
Comprehensive loss attributable to shareholders of the Company
|
| | | | (68,585,760) | | | | | | (139,211,081) | | |
| | | | | | | | |
Ordinary shares
|
| |
Additional
paid-in capital |
| |
Subscription
receivables |
| |
Accumulated
losses |
| |
Accumulated
other comprehensive income |
| |
Total equity
attributable to shareholders of the Company |
| |
Non-controlling
interests |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||
| | |
Note
|
| |
Number
of shares |
| |
Amount
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||
Balance at January 1,
2019 |
| | | | | | | | | | 100,000 | | | | | | 6,412 | | | | | | 636,537,437 | | | | | | (384,726,000) | | | | | | (26,153,448) | | | | | | 17,324,509 | | | | | | 242,988,910 | | | | | | — | | | | | | 242,988,910 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (87,654,186) | | | | | | — | | | | | | (87,654,186) | | | | | | (174,458) | | | | | | (87,828,644) | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,068,426 | | | | | | 19,068,426 | | | | | | — | | | | | | 19,068,426 | | |
Contribution by a subsidiary’s non-controlling shareholder
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,000,000 | | | | | | 6,000,000 | | |
Settlement of subscription receivable
|
| | | | 17 | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,363,000 | | | | | | — | | | | | | — | | | | | | 192,363,000 | | | | | | — | | | | | | 192,363,000 | | |
Balance at December 31, 2019
|
| | | | | | | | | | 100,000 | | | | | | 6,412 | | | | | | 636,537,437 | | | | | | (192,363,000) | | | | | | (113,807,634) | | | | | | 36,392,935 | | | | | | 366,766,150 | | | | | | 5,825,542 | | | | | | 372,591,692 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (141,999,507) | | | | | | — | | | | | | (141,999,507) | | | | | | (1,060,660) | | | | | | (143,060,167) | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,788,426 | | | | | | 2,788,426 | | | | | | — | | | | | | 2,788,426 | | |
Issuance of shares
|
| | | | 15 | | | | | | 1,500 | | | | | | 101 | | | | | | 10,089,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,089,101 | | | | | | — | | | | | | 10,089,101 | | |
Settlement of subscription receivable
|
| | | | 17 | | | | | | — | | | | | | — | | | | | | (1,719,802) | | | | | | 192,363,000 | | | | | | — | | | | | | — | | | | | | 190,643,198 | | | | | | — | | | | | | 190,643,198 | | |
Balance at December 31, 2020
|
| | | | | | | | | | 101,500 | | | | | | 6,513 | | | | | | 644,906,635 | | | | | | — | | | | | | (255,807,141) | | | | | | 39,181,361 | | | | | | 428,287,368 | | | | | | 4,764,882 | | | | | | 433,052,250 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Cash flow from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | | (87,828,644) | | | | | | (143,060,167) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 8,700,124 | | | | | | 27,838,383 | | |
Unrealized foreign currency transaction (gain)/loss
|
| | | | (1,155,826) | | | | | | 2,399,162 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (3,173,494) | | | | | | (4,804,658) | | |
Inventories
|
| | | | (5,734,292) | | | | | | (5,570,406) | | |
Prepaid expenses and other current assets
|
| | | | (17,331,777) | | | | | | (36,698,790) | | |
Other non-current assets
|
| | | | (8,130,865) | | | | | | (22,108,155) | | |
Accounts payable
|
| | | | 7,687,301 | | | | | | 7,709,469 | | |
Amounts due to related parties
|
| | | | 1,170,773 | | | | | | 2,883,159 | | |
Contract liabilities
|
| | | | 4,052,132 | | | | | | (657,361) | | |
Other current liabilities
|
| | | | 19,243,508 | | | | | | 13,565,385 | | |
Other non-current liabilities
|
| | | | 4,877,165 | | | | | | 12,877,600 | | |
Other liabilities
|
| | | | 503,241 | | | | | | (146,454) | | |
Net cash used in operating activities
|
| | | | (77,120,654) | | | | | | (145,772,833) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment and intangible assets
|
| | | | (56,094,906) | | | | | | (144,747,183) | | |
Net cash used in investing activities
|
| | | | (56,094,906) | | | | | | (144,747,183) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Contribution from a subsidiary’s non-controlling shareholder
|
| | | | 6,000,000 | | | | | | — | | |
Proceeds from issuance of ordinary shares
|
| | | | 206,802,000 | | | | | | 222,844,800 | | |
Payment for issuance costs of ordinary shares
|
| | | | — | | | | | | (1,719,802) | | |
Net cash provided by financing activities
|
| | | | 212,802,000 | | | | | | 221,124,998 | | |
Effect of foreign currency exchange rate changes on cash
|
| | | | 4,729,108 | | | | | | (16,173,085) | | |
Net increase / (decrease) in cash
|
| | | | 84,315,548 | | | | | | (85,568,103) | | |
Cash at beginning of year
|
| | | | 176,126,294 | | | | | | 260,441,842 | | |
Cash at end of year
|
| | | | 260,441,842 | | | | | | 174,873,739 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Payable for acquisition of property and equipment
|
| | | | 31,104,761 | | | | | | 67,893,359 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Financial institutions in the mainland of the PRC | | | | | | | | | | | | | |
– Denominated in RMB
|
| | | | 24,109,951 | | | | | | 46,198,989 | | |
– Denominated in USD
|
| | | | 72,612,532 | | | | | | 65,612,421 | | |
Total cash balances held at mainland PRC financial institutions
|
| | | | 96,722,483 | | | | | | 111,811,410 | | |
Financial institutions in Hong Kong Special Administrative Region (“HK S.A.R.”)
|
| | | | | | | | | | | | |
– Denominated in USD
|
| | | | 35,566,581 | | | | | | 54,797,625 | | |
– Denominated in HKD
|
| | | | 90 | | | | | | 119 | | |
Total cash balances held at the HK S.A.R. financial institutions
|
| | | | 35,566,671 | | | | | | 54,797,744 | | |
Financial institutions in Cayman | | | | | | | | | | | | | |
– Denominated in USD
|
| | | | 128,152,688 | | | | | | 8,264,585 | | |
Total cash balances held at the Cayman financial institutions
|
| | | | 128,152,688 | | | | | | 8,264,585 | | |
Total cash balances held at financial institutions
|
| | | | 260,441,842 | | | | | | 174,873,739 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Accounts receivable
|
| | | | 3,173,494 | | | | | | 7,978,152 | | |
Less: allowance for doubtful accounts
|
| | | | — | | | | | | — | | |
Accounts receivable, net
|
| | | | 3,173,494 | | | | | | 7,978,152 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Food and beverage
|
| | | | 4,996,069 | | | | | | 10,275,190 | | |
Others
|
| | | | 738,223 | | | | | | 1,029,508 | | |
| | | | | 5,734,292 | | | | | | 11,304,698 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Creditable input VAT
|
| | | | 12,343,609 | | | | | | 22,795,390 | | |
Short-term deposits
|
| | | | 2,677,987 | | | | | | 5,480,871 | | |
Receivables from payment processors and aggregators
|
| | | | 1,820,355 | | | | | | 8,896,459 | | |
Prepaid rental expenses
|
| | | | 601,259 | | | | | | 11,959,627 | | |
Prepaid insurance expenses
|
| | | | 545,898 | | | | | | 340,479 | | |
Prepaid marketing expenses
|
| | | | — | | | | | | 2,961,467 | | |
Others
|
| | | | 1,736,708 | | | | | | 4,302,222 | | |
| | | | | 19,725,816 | | | | | | 56,736,515 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Furniture and office equipment
|
| | | | 6,223,580 | | | | | | 19,733,409 | | |
Kitchen equipment
|
| | | | 22,423,479 | | | | | | 60,110,595 | | |
Software
|
| | | | 8,053,056 | | | | | | 16,581,285 | | |
Leasehold improvements
|
| | | | 45,487,682 | | | | | | 163,623,522 | | |
Construction in progress
|
| | | | 2,592,283 | | | | | | 4,742,035 | | |
Property and equipment, gross
|
| | | | 84,780,080 | | | | | | 264,790,846 | | |
Less: accumulated depreciation
|
| | | | (5,335,936) | | | | | | (29,038,191) | | |
Property and equipment, net
|
| | | | 79,444,144 | | | | | | 235,752,655 | | |
| | |
Weighted-Average
Amortization Period (years) |
| |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Franchise right – authorized by THRI
|
| |
20
|
| | | | 69,762,000 | | | | | | 65,249,000 | | |
Franchise right – upfront franchise fees
|
| |
2 – 11
|
| | | | 1,603,020 | | | | | | 4,097,227 | | |
Less: accumulated amortization
|
| | | | | | | (5,592,738) | | | | | | (7,443,201) | | |
Intangible assets, net
|
| | | | | | | 65,772,282 | | | | | | 61,903,026 | | |
| Year ending December 31 | | | | | | | |
|
2021
|
| | | | 4,143,431 | | |
|
2022
|
| | | | 4,143,431 | | |
|
2023
|
| | | | 4,131,290 | | |
|
2024
|
| | | | 4,096,705 | | |
|
2025
|
| | | | 3,935,166 | | |
|
Thereafter
|
| | | | 41,453,003 | | |
| | | | | | 61,903,026 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Long-term rental deposits
|
| | | | 9,703,761 | | | | | | 31,811,916 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Deferred revenue related to customer loyalty program
|
| | | | 355,512 | | | | | | 2,507,749 | | |
Advance from customers related to coupons and gift cards
|
| | | | 54,000 | | | | | | 241,699 | | |
Deferred revenue related to upfront franchise fees
|
| | | | — | | | | | | 111,256 | | |
Advance from sub-franchisees related to purchase of kitchen equipment, food and other raw materials
|
| | | | 3,642,620 | | | | | | — | | |
| | | | | 4,052,132 | | | | | | 2,860,704 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Deferred revenue related to upfront franchise fees
|
| | | | — | | | | | | 534,067 | | |
| | |
Operating lease
commitments |
| |||
2021
|
| | | | 86,287,203 | | |
2022
|
| | | | 89,218,388 | | |
2023
|
| | | | 87,207,387 | | |
2024
|
| | | | 86,355,702 | | |
2025
|
| | | | 73,576,172 | | |
Thereafter
|
| | | | 87,150,924 | | |
| | | | | 509,795,776 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Minimum
|
| | | | 19,054,000 | | | | | | 57,592,623 | | |
Contingent
|
| | | | 313,048 | | | | | | 1,611,354 | | |
Rent reduction related to COVID-19
|
| | | | — | | | | | | (3,392,458) | | |
| | | | | 19,367,048 | | | | | | 55,811,519 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Accrued payroll and employee-related costs
|
| | | | 10,506,506 | | | | | | 20,837,807 | | |
Payable for acquisition of property and equipment
|
| | | | 31,104,761 | | | | | | 67,893,359 | | |
VAT payable
|
| | | | 4,286,787 | | | | | | 689,479 | | |
Guarantee deposits
|
| | | | 1,200,000 | | | | | | 2,100,000 | | |
Accrued marketing expenses
|
| | | | 873,459 | | | | | | 1,550,777 | | |
Sundry taxes payable
|
| | | | 638,442 | | | | | | 1,293,752 | | |
Other accrual expenses
|
| | | | 3,026,781 | | | | | | 7,943,244 | | |
| | | | | 51,636,736 | | | | | | 102,308,418 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Sales of food and beverage products by Company owned and operated stores
|
| | | | 48,081,820 | | | | | | 206,036,187 | | |
Franchise fees
|
| | | | 426,424 | | | | | | 794,608 | | |
Revenues from other franchise support activities
|
| | | | 8,748,859 | | | | | | 5,253,776 | | |
Total revenues
|
| | | | 57,257,103 | | | | | | 212,084,571 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Government grants
|
| | | | 55,949 | | | | | | 3,329,009 | | |
VAT exemption
|
| | | | 102,399 | | | | | | — | | |
Others
|
| | | | 37,369 | | | | | | 9,779 | | |
Total other income
|
| | | | 195,717 | | | | | | 3,338,788 | | |
| | |
Number of
units |
| |
Weighted
average exercise price |
| |
Weighted
average grant date fair value |
| |
Weighted average
remaining contractual years |
| |
Aggregate
intrinsic value |
| |||||||||||||||
| | | | | | | | |
US$
|
| |
US$
|
| | | | | | | |
US$
|
| |||||||||
Outstanding as of January 1, 2019
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Granted
|
| | | | 19,334,000 | | | | | | 0.20 | | | | | | | | | | | | | | | | | | | | |
Forfeited | | | | | (575,000) | | | | | | 0.20 | | | | | | | | | | | | | | | | | | | | |
Outstanding as of December 31, 2019
|
| | | | 18,759,000 | | | | | | 0.20 | | | | | | 0.12 | | | | | | 9.30 | | | | | | 1,313,130 | | |
Granted
|
| | | | 2,093,000 | | | | | | 0.30 | | | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | (535,000) | | | | | | 0.20 | | | | | | | | | | | | | | | | | | | | |
Outstanding as of December 31, 2020
|
| | | | 20,317,000 | | | | | | 0.21 | | | | | | 0.12 | | | | | | 8.41 | | | | | | 6,488,010 | | |
Expected to be vested as of December 31, 2020
|
| | | | 20,317,000 | | | | | | 0.21 | | | | | | 0.12 | | | | | | 8.41 | | | | | | 6,488,010 | | |
| | |
2019
|
| |
2020
|
|
Expected volatility
|
| |
20.68% – 20.89%
|
| |
24.51% – 26.99%
|
|
Risk-free interest rate (per annum)
|
| |
1.75% – 2.47%
|
| |
1.01% – 1.12%
|
|
Exercise multiple
|
| |
2.80
|
| |
2.50 – 2.80
|
|
Expected dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Expected term (in years)
|
| |
7
|
| |
6
|
|
Fair value of underlying unit (4,500 unit = 1 ordinary share)
|
| |
USD 0.27
|
| |
USD 0.37 – USD 0.53
|
|
| | |
Number of units
|
| |
Weighted
Average Grant Date Fair Value |
| ||||||
| | | | | | | | |
US$
|
| |||
Unvested as of January 1, 2019
|
| | | | — | | | | | | | | |
Granted | | | | | 6,000,000 | | | | | | | | |
Unvested as of December 31, 2019 and 2020
|
| | | | 6,000,000 | | | | | | 0.28 | | |
| | |
Number of
shares |
| |
Weighted
average exercise price |
| |
Weighted average
remaining contractual years |
| |
Aggregate
intrinsic value |
| ||||||||||||
| | | | | | | | |
US$
|
| | | | | | | |
US$
|
| ||||||
Outstanding as of January 1, 2020
|
| | | | 1,500 | | | | | | 1,000 | | | | | | 0.92 | | | | | | 862,534 | | |
Exercised
|
| | | | (1,500) | | | | | | 1,000 | | | | | | | | | | | | | | |
Outstanding as of December 31, 2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Mainland PRC
|
| | | | (82,951,557) | | | | | | (132,554,844) | | |
Hong Kong S.A.R and overseas entities
|
| | | | (4,877,087) | | | | | | (10,505,323) | | |
Total
|
| | | | (87,828,644) | | | | | | (143,060,167) | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
PRC statutory tax rate
|
| | | | (25.0)% | | | | | | (25.0)% | | |
Effect of tax rate differential for non-PRC entities
|
| | | | 1.4% | | | | | | 1.8% | | |
Effect of non-deductible expenses
|
| | | | 1.2% | | | | | | 0.8% | | |
Change in valuation allowance
|
| | | | 22.4% | | | | | | 22.4% | | |
Actual income tax rate
|
| | | | — | | | | | | — | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Operating losses carryforwards
|
| | | | 16,095,681 | | | | | | 36,613,887 | | |
Deferred income
|
| | | | 214,688 | | | | | | 788,268 | | |
Accrued expenses
|
| | | | 8,126,397 | | | | | | 19,694,841 | | |
Other deductible temporary differences
|
| | | | 620,058 | | | | | | — | | |
Total gross deferred tax assets
|
| | | | 25,056,824 | | | | | | 57,096,996 | | |
Less: valuation allowances
|
| | | | (25,056,824) | | | | | | (57,096,996) | | |
Net deferred tax assets
|
| | | | — | | | | | | — | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
Balance at the beginning of the year
|
| | | | 5,396,882 | | | | | | 25,056,824 | | |
Increases in the year
|
| | | | 19,659,942 | | | | | | 32,040,172 | | |
Balance at the end of the year
|
| | | | 25,056,824 | | | | | | 57,096,996 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss attributable to shareholders of the Company
|
| | | | (87,654,186) | | | | | | (141,999,507) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average number of ordinary shares
|
| | | | 100,000 | | | | | | 100,275 | | |
Basic and diluted net loss per ordinary share (in RMB)
|
| | | | (877) | | | | | | (1,416) | | |
| Cartesian Capital Group, LLC | | |
Ultimate controlling party
|
|
| Pangaea Two, LP | | |
Intermediate holding company
|
|
| Pangaea Two Acquisition Holdings XXIIA, Ltd. | | |
Intermediate holding company
|
|
| Pangaea Two Acquisition Holdings XXIIB, Ltd. | | |
Parent company
|
|
| Tim Hortons Restaurants International GmbH | | |
Shareholder of the Company
|
|
| TDL Group Corp | | |
A subsidiary of investor’s ultimate holding company
|
|
| | | | | | | | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2020 |
| ||||||
Repayment of payments made by Pangaea Two, LP on behalf of the Company
|
| | | | (i) | | | | | | 517,080 | | | | | | — | | |
Continuing franchise fee to Tim Hortons Restaurants International GmbH
|
| | | | (ii) | | | | | | 1,209,660 | | | | | | 5,147,252 | | |
Upfront franchise fee to Tim Hortons Restaurants International GmbH
|
| | | | (iii) | | | | | | 1,603,020 | | | | | | 4,097,227 | | |
Purchase of coffee beans from TDL Group Corp
|
| | | | | | | | | | 6,815,762 | | | | | | 8,864,342 | | |
Consulting services provided by Tim Hortons Restaurants International GmbH
|
| | | | | | | | | | 443,260 | | | | | | 160,532 | | |
| | |
December 31, 2019
|
| |
December 31, 2020
|
| ||||||
TDL Group Corp
|
| | | | 1,170,773 | | | | | | 4,053,932 | | |
Tim Hortons Restaurants International GmbH
|
| | | | 973,835 | | | | | | 3,624,554 | | |
| | |
As of December 31
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | | 128,152,688 | | | | | | 8,264,585 | | |
Prepaid expenses and other current assets
|
| | | | — | | | | | | 1,372,519 | | |
Amounts due from subsidiaries
|
| | | | 279,136,181 | | | | | | 568,501,401 | | |
Total current assets
|
| | | | 407,288,869 | | | | | | 578,138,505 | | |
Non-current assets | | | | | | | | | | | | | |
Intangible assets, net
|
| | | | 64,239,175 | | | | | | 56,821,004 | | |
Total non-current assets
|
| | | | 64,239,175 | | | | | | 56,821,004 | | |
Total assets
|
| | | | 471,528,044 | | | | | | 634,959,509 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Amounts due to subsidiaries
|
| | | | 104,418,894 | | | | | | 206,408,572 | | |
Other current liabilities
|
| | | | 343,000 | | | | | | 263,569 | | |
Total current liabilities
|
| | | | 104,761,894 | | | | | | 206,672,141 | | |
Total liabilities
|
| | | | 104,761,894 | | | | | | 206,672,141 | | |
Shareholders’ equity | | | | | | | | | | | | | |
Ordinary shares (US$0.01 par value, 5,000,000 shares authorized, 100,000
shares and 101,500 shares issued and outstanding as of December 31, 2019 and 2020, respectively) |
| | | | 6,412 | | | | | | 6,513 | | |
Additional paid-in capital
|
| | | | 636,537,437 | | | | | | 644,906,635 | | |
Subscription receivables
|
| | | | (192,363,000) | | | | | | — | | |
Accumulated losses
|
| | | | (113,807,634) | | | | | | (255,807,141) | | |
Accumulated other comprehensive income
|
| | | | 36,392,935 | | | | | | 39,181,361 | | |
Total shareholders’ equity
|
| | | | 366,766,150 | | | | | | 428,287,368 | | |
Total liabilities and shareholders’ equity
|
| | | | 471,528,044 | | | | | | 634,959,509 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
General and administrative expenses
|
| | | | 2,444,602 | | | | | | 6,862,862 | | |
Franchise and royalty expenses
|
| | | | 3,447,200 | | | | | | 3,447,050 | | |
Total costs and expenses
|
| | | | 5,891,802 | | | | | | 10,309,912 | | |
Operating loss
|
| | | | (5,891,802) | | | | | | (10,309,912) | | |
Equity in loss of subsidiaries
|
| | | | 82,945,076 | | | | | | 131,640,926 | | |
Interest income
|
| | | | 1,182,692 | | | | | | 804 | | |
Foreign currency transaction loss
|
| | | | — | | | | | | (49,473) | | |
Loss before income taxes
|
| | | | (87,654,186) | | | | | | (141,999,507) | | |
Income tax expenses
|
| | | | — | | | | | | — | | |
Net loss
|
| | | | (87,654,186) | | | | | | (141,999,507) | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Net loss
|
| | | | (87,654,186) | | | | | | (141,999,507) | | |
Other comprehensive income | | | | | | | | | | | | | |
Foreign currency translation adjustment, net of nil income taxes
|
| | | | 19,068,426 | | | | | | 2,788,426 | | |
Total comprehensive loss
|
| | | | (68,585,760) | | | | | | (139,211,081) | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Net cash used in operating activities
|
| | | | (2,605,934) | | | | | | (8,690,319) | | |
Net cash used in investing activities
|
| | | | (242,266,500) | | | | | | (322,209,625) | | |
Net cash provided by financing activities
|
| | | | 206,802,000 | | | | | | 221,124,998 | | |
Effect of foreign currency exchange rate changes on cash
|
| | | | 3,209,758 | | | | | | (10,113,157) | | |
Net decrease in cash
|
| | | | (34,860,676) | | | | | | (119,888,103) | | |
Cash at beginning of year
|
| | | | 163,013,364 | | | | | | 128,152,688 | | |
Cash at end of year
|
| | | | 128,152,688 | | | | | | 8,264,585 | | |
| | |
Note
|
| |
As of
December 31, 2020 |
| |
As of
June 30, 2021 |
| |||||||||
| | | | | | | | |
RMB
|
| |
RMB
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | | | | | | | | 174,873,739 | | | | | | 225,002,239 | | |
Accounts receivable
|
| | | | 2 | | | | | | 7,978,152 | | | | | | 11,881,755 | | |
Inventories
|
| | | | 3 | | | | | | 11,304,698 | | | | | | 22,671,374 | | |
Prepaid expenses and other current assets
|
| | | | 4 | | | | | | 56,736,515 | | | | | | 83,856,951 | | |
Total current assets
|
| | | | | | | | | | 250,893,104 | | | | | | 343,412,319 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 5 | | | | | | 235,752,655 | | | | | | 329,431,656 | | |
Intangible assets, net
|
| | | | 6 | | | | | | 61,903,026 | | | | | | 66,837,737 | | |
Other non-current assets
|
| | | | 7 | | | | | | 31,811,916 | | | | | | 46,252,059 | | |
Total non-current assets
|
| | | | | | | | | | 329,467,597 | | | | | | 442,521,452 | | |
Total assets
|
| | | | | | | | | | 580,360,701 | | | | | | 785,933,771 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | | | | | 15,396,770 | | | | | | 26,839,510 | | |
Contract liabilities
|
| | | | 8 | | | | | | 2,860,704 | | | | | | 4,866,196 | | |
Amount due to related parties
|
| | | | 17 | | | | | | 7,678,486 | | | | | | 19,507,402 | | |
Other current liabilities
|
| | | | 11 | | | | | | 102,308,418 | | | | | | 112,511,318 | | |
Total current liabilities
|
| | | | | | | | | | 128,244,378 | | | | | | 163,724,426 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Contract liabilities – non-current
|
| | | | 8 | | | | | | 534,067 | | | | | | 642,178 | | |
Other non-current liabilities
|
| | | | | | | | | | 18,173,219 | | | | | | 30,702,777 | | |
Other liabilities
|
| | | | | | | | | | 356,787 | | | | | | 332,999 | | |
Total non-current liabilities
|
| | | | | | | | | | 19,064,073 | | | | | | 31,677,954 | | |
Total liabilities
|
| | | | | | | | | | 147,308,451 | | | | | | 195,402,380 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | |
Ordinary shares (US$0.01 par value, 5,000,000 shares authorized, 101,500 shares and 116,513 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively)
|
| | | | | | | | | | 6,513 | | | | | | 7,485 | | |
Additional paid-in capital
|
| | | | | | | | | | 644,906,635 | | | | | | 936,298,663 | | |
Accumulated losses
|
| | | | | | | | | | (255,807,141) | | | | | | (388,189,322) | | |
Accumulated other comprehensive income
|
| | | | | | | | | | 39,181,361 | | | | | | 38,096,358 | | |
Total equity attributable to shareholders of the Company
|
| | | | | | | | | | 428,287,368 | | | | | | 586,213,184 | | |
Non-controlling interests
|
| | | | | | | | | | 4,764,882 | | | | | | 4,318,207 | | |
Total shareholders’ equity
|
| | | | | | | | | | 433,052,250 | | | | | | 590,531,391 | | |
Commitments and Contingencies
|
| | | | 9 | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity
|
| | | | | | | | | | 580,360,701 | | | | | | 785,933,771 | | |
| | | | | | | | |
Six months ended June 30,
|
| |||||||||
| | |
Note
|
| |
2020
|
| |
2021
|
| |||||||||
| | | | | | | | |
RMB
|
| |
RMB
|
| ||||||
Revenues
|
| | | | 12 | | | | | | | | | | | | | | |
Company owned and operated stores
|
| | | | | | | | | | 57,063,835 | | | | | | 229,869,554 | | |
Other revenues
|
| | | | | | | | | | 3,962,770 | | | | | | 7,396,527 | | |
Total revenues
|
| | | | | | | | | | 61,026,605 | | | | | | 237,266,081 | | |
Costs and expenses, net | | | | | | | | | | | | | | | | | | | |
Company owned and operated stores | | | | | | | | | | | | | | | | | | | |
Food and packaging (including cost of Company owned and operated stores from transactions with a related party of RMB2,902,310 and RMB7,360,272 for the six months ended June 30, 2020 and 2021, respectively)
|
| | | | | | | | | | 20,542,042 | | | | | | 76,575,145 | | |
Payroll and employee benefits
|
| | | | | | | | | | 16,474,585 | | | | | | 67,897,118 | | |
Occupancy and other operating expenses
|
| | | | | | | | | | 33,810,479 | | | | | | 128,954,211 | | |
Company owned and operated store costs and expenses
|
| | | | | | | | | | 70,827,106 | | | | | | 273,426,474 | | |
Costs of other revenues
|
| | | | | | | | | | 2,622,611 | | | | | | 4,641,475 | | |
Marketing expenses
|
| | | | | | | | | | 3,916,299 | | | | | | 15,213,101 | | |
General and administrative expenses
|
| | | | | | | | | | 34,213,867 | | | | | | 67,040,378 | | |
Franchise and royalty expenses (including franchise and royalty expenses from transactions with a related party of RMB1,472,984 and RMB5,991,039 for the six months ended June 30, 2020 and 2021, respectively)
|
| | | | | | | | | | 3,276,592 | | | | | | 8,329,084 | | |
Other operating costs and expenses
|
| | | | | | | | | | 2,022,641 | | | | | | 65,915 | | |
Loss on disposal of property and equipment
|
| | | | | | | | | | — | | | | | | 741,140 | | |
Other income
|
| | | | 13 | | | | | | 302,328 | | | | | | 37,918 | | |
Total costs and expenses, net
|
| | | | | | | | | | 116,576,788 | | | | | | 369,419,649 | | |
Operating loss
|
| | | | | | | | | | (55,550,183) | | | | | | (132,153,568) | | |
Interest income
|
| | | | | | | | | | 384,375 | | | | | | 265,514 | | |
Foreign currency transaction gain/(loss)
|
| | | | | | | | | | 764,063 | | | | | | (940,802) | | |
Loss before income taxes
|
| | | | | | | | | | (54,401,745) | | | | | | (132,828,856) | | |
Income tax expenses
|
| | | | 15 | | | | | | — | | | | | | — | | |
Net loss
|
| | | | | | | | | | (54,401,745) | | | | | | (132,828,856) | | |
Less: Net Loss attributable to non-controlling interests
|
| | | | | | | | | | (734,616) | | | | | | (446,675) | | |
Net Loss attributable to shareholders of the Company
|
| | | | | | | | | | (53,667,129) | | | | | | (132,382,181) | | |
Basic and diluted loss Per Ordinary Share
|
| | | | 16 | | | | | | (537) | | | | | | (1,183) | | |
| | |
Six months ended June 30,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Net loss
|
| | | | (54,401,745) | | | | | | (132,828,856) | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment, net of nil income taxes
|
| | | | 23,096,918 | | | | | | (1,085,003) | | |
Total comprehensive loss
|
| | | | (31,304,827) | | | | | | (133,913,859) | | |
Less: Comprehensive loss attributable to non-controlling interests
|
| | | | (734,616) | | | | | | (446,675) | | |
Comprehensive loss attributable to shareholders of the Company
|
| | | | (30,570,211) | | | | | | (133,467,184) | | |
| | |
Six months ended June 30,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Cash flow from operating activities: | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | | (77,885,938) | | | | | | (114,727,468) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment and intangible assets
|
| | | | (31,579,816) | | | | | | (121,277,187) | | |
Proceeds from disposal of property and equipment
|
| | | | — | | | | | | 41,000 | | |
Net cash used in investing activities
|
| | | | (31,579,816) | | | | | | (121,236,187) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of ordinary shares
|
| | | | 212,755,800 | | | | | | 291,393,000 | | |
Payment of offering costs
|
| | | | — | | | | | | (3,923,040) | | |
Net cash provided by financing activities
|
| | | | 212,755,800 | | | | | | 287,469,960 | | |
Effect of foreign currency exchange rate changes on cash
|
| | | | 2,435,181 | | | | | | (1,377,805) | | |
Net increase in cash
|
| | | | 105,725,227 | | | | | | 50,128,500 | | |
Cash at beginning of the period
|
| | | | 260,441,842 | | | | | | 174,873,739 | | |
Cash at end of the period
|
| | | | 366,167,069 | | | | | | 225,002,239 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Payable for acquisition of property and equipment
|
| | | | 37,397,436 | | | | | | 66,434,687 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Financial institutions in the mainland of the PRC | | | | | | | | | | | | | |
—Denominated in RMB
|
| | | | 46,198,989 | | | | | | 21,678,006 | | |
—Denominated in USD
|
| | | | 65,612,421 | | | | | | 100,873,338 | | |
Total cash balances held at mainland PRC financial institutions
|
| | | | 111,811,410 | | | | | | 122,551,344 | | |
Financial institutions in Hong Kong Special Administrative Region (“HK S.A.R.”)
|
| | | | | | | | | | | | |
—Denominated in USD
|
| | | | 54,797,625 | | | | | | 99,498,826 | | |
—Denominated in HKD
|
| | | | 119 | | | | | | — | | |
Total cash balances held at the HK S.A.R. financial institutions
|
| | | | 54,797,744 | | | | | | 99,498,826 | | |
Financial institutions in Cayman | | | | | | | | | | | | | |
—Denominated in USD
|
| | | | 8,264,585 | | | | | | 2,952,069 | | |
Total cash balances held at the Cayman financial institutions
|
| | | | 8,264,585 | | | | | | 2,952,069 | | |
Total cash balances held at financial institutions
|
| | | | 174,873,739 | | | | | | 225,002,239 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Accounts receivable
|
| | | | 7,978,152 | | | | | | 11,881,755 | | |
Less: allowance for doubtful accounts
|
| | | | — | | | | | | — | | |
Accounts receivable, net
|
| | | | 7,978,152 | | | | | | 11,881,755 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Food and beverage
|
| | | | 10,275,190 | | | | | | 19,316,910 | | |
Others
|
| | | | 1,029,508 | | | | | | 3,354,464 | | |
| | | | | 11,304,698 | | | | | | 22,671,374 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Creditable input VAT
|
| | | | 22,795,390 | | | | | | 29,456,369 | | |
Short-term deposits
|
| | | | 5,480,871 | | | | | | 6,517,748 | | |
Receivables from payment processors and aggregators
|
| | | | 8,896,459 | | | | | | 8,155,883 | | |
Prepaid rental expenses
|
| | | | 11,959,627 | | | | | | 21,665,461 | | |
Prepaid insurance expenses
|
| | | | 340,479 | | | | | | 380,350 | | |
Prepaid marketing expenses
|
| | | | 2,961,467 | | | | | | 5,764,863 | | |
Deferred offering costs
|
| | | | — | | | | | | 3,876,060 | | |
Others
|
| | | | 4,302,222 | | | | | | 8,040,217 | | |
| | | | | 56,736,515 | | | | | | 83,856,951 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Furniture and office equipment
|
| | | | 19,733,409 | | | | | | 27,339,270 | | |
Kitchen equipment
|
| | | | 60,110,595 | | | | | | 87,168,467 | | |
Software
|
| | | | 16,581,285 | | | | | | 25,869,963 | | |
Leasehold improvements
|
| | | | 163,623,522 | | | | | | 229,649,323 | | |
Construction in progress
|
| | | | 4,742,035 | | | | | | 12,774,897 | | |
Property and equipment, gross
|
| | | | 264,790,846 | | | | | | 382,801,920 | | |
Less: accumulated depreciation
|
| | | | (29,038,191) | | | | | | (53,370,264) | | |
Property and equipment, net
|
| | | | 235,752,655 | | | | | | 329,431,656 | | |
| | |
Weighted-Average
Amortization Period (years) |
| |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Franchise right – authorized by THRI
|
| |
20
|
| | | | 65,249,000 | | | | | | 64,601,000 | | |
Franchise right – upfront franchise fees
|
| |
2 – 12
|
| | | | 4,097,227 | | | | | | 11,932,258 | | |
Less: accumulated amortization
|
| | | | | | | (7,443,201) | | | | | | (9,695,521) | | |
Intangible assets, net
|
| | | | | | | 61,903,026 | | | | | | 66,837,737 | | |
|
Six months ending December 31,2021
|
| | | | 2,650,424 | | |
|
Year ending December 31 2022
|
| | | | 5,296,811 | | |
|
2023
|
| | | | 5,283,304 | | |
|
2024
|
| | | | 5,219,447 | | |
|
2025
|
| | | | 5,020,955 | | |
|
Thereafter
|
| | | | 43,366,796 | | |
| | | | | | 66,837,737 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Long-term rental deposits
|
| | | | 31,811,916 | | | | | | 46,252,059 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Deferred revenue related to customer loyalty program
|
| | | | 2,507,749 | | | | | | 3,288,447 | | |
Advance from customers related to coupons and gift cards
|
| | | | 241,699 | | | | | | 1,438,461 | | |
Deferred revenue related to upfront franchise fees
|
| | | | 111,256 | | | | | | 139,288 | | |
| | | | | 2,860,704 | | | | | | 4,866,196 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Deferred revenue related to upfront franchise fees
|
| | | | 534,067 | | | | | | 642,178 | | |
| | |
Operating lease
commitments |
| |||
Six months ending December 31, 2021
|
| | | | 59,897,225 | | |
Year ending December 31 2022
|
| | | | 121,054,065 | | |
2023
|
| | | | 122,042,942 | | |
2024
|
| | | | 120,612,907 | | |
2025
|
| | | | 109,106,097 | | |
Thereafter
|
| | | | 159,720,479 | | |
| | | | | 692,433,715 | | |
| | |
Six months ended
June 30, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||
Minimum
|
| | | | 19,200,116 | | | | | | 58,429,238 | | |
Contingent
|
| | | | 131,869 | | | | | | 2,713,909 | | |
Rent reduction related to COVID-19
|
| | | | (3,014,652) | | | | | | — | | |
| | | | | 16,317,333 | | | | | | 61,143,147 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
Accrued payroll and employee-related costs
|
| | | | 20,837,807 | | | | | | 29,597,282 | | |
Payable for acquisition of property and equipment
|
| | | | 67,893,359 | | | | | | 66,434,687 | | |
VAT payable
|
| | | | 689,479 | | | | | | 54,163 | | |
Guarantee deposits
|
| | | | 2,100,000 | | | | | | 3,000,000 | | |
Accrued marketing expenses
|
| | | | 1,550,777 | | | | | | 28,980 | | |
Sundry taxes payable
|
| | | | 1,293,752 | | | | | | 473,866 | | |
Other accrual expenses
|
| | | | 7,943,244 | | | | | | 12,922,340 | | |
| | | | | 102,308,418 | | | | | | 112,511,318 | | |
| | |
Six months ended
June 30, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||
Sales of food and beverage products by Company owned and operated stores
|
| | | | 57,063,835 | | | | | | 229,869,554 | | |
Franchise fees
|
| | | | 282,581 | | | | | | 917,767 | | |
Revenues from other franchise support activities
|
| | | | 3,680,189 | | | | | | 4,530,928 | | |
Revenue from e-commerce sales
|
| | | | — | | | | | | 1,947,832 | | |
Total revenues
|
| | | | 61,026,605 | | | | | | 237,266,081 | | |
| | |
Six months ended
June 30, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||
Government grants
|
| | | | 266,237 | | | | | | 23,786 | | |
Others
|
| | | | 36,091 | | | | | | 14,132 | | |
Total other income
|
| | | | 302,328 | | | | | | 37,918 | | |
| | |
Number of
units |
| |
Weighted
average exercise price |
| |
Weighted
average grant date fair value |
| |
Weighted
average remaining contractual years |
| |
Aggregate
intrinsic value |
| |||||||||||||||
| | | | | | | | |
US$
|
| |
US$
|
| | | | | | | |
US$
|
| |||||||||
Outstanding as of January 1, 2021
|
| | | | 20,317,000 | | | | | | 0.21 | | | | | | 0.12 | | | | | | 8.41 | | | | | | 6,488,010 | | |
Granted
|
| | | | 5,242,643 | | | | | | 0.60 | | | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | (353,497) | | | | | | 0.22 | | | | | | | | | | | | | | | | | | | | |
Outstanding as of June 30, 2021
|
| | | | 25,206,146 | | | | | | 0.29 | | | | | | 0.19 | | | | | | 8.30 | | | | | | 14,949,519 | | |
Expected to be vested as of June 30, 2021
|
| | | | 25,206,146 | | | | | | 0.29 | | | | | | 0.19 | | | | | | 8.30 | | | | | | 14,949,519 | | |
| | |
Six months ended
June 30, 2021 |
|
Expected volatility
|
| |
24.74%
|
|
Risk-free interest rate (per annum)
|
| |
2.47%
|
|
Exercise multiple
|
| |
2.50-2.80
|
|
Expected dividend yield
|
| |
0.00%
|
|
Expected term (in years)
|
| |
10
|
|
Fair value of underlying unit (4,500 unit = 1 ordinary share)
|
| |
USD 0.88
|
|
| | |
Six months ended
June 30, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss attributable to shareholders of the Company
|
| | | | (53,667,129) | | | | | | (132,382,181) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average number of ordinary shares
|
| | | | 100,000 | | | | | | 111,868 | | |
Basic and diluted net loss per ordinary share (in RMB)
|
| | | | (537) | | | | | | (1,183) | | |
| Cartesian Capital Group, LLC | | |
Ultimate controlling party
|
|
| Pangaea Two, LP | | |
Intermediate holding company
|
|
| Pangaea Two Acquisition Holdings XXIIA, Ltd. | | |
Intermediate holding company
|
|
| Pangaea Two Acquisition Holdings XXIIB, Ltd. | | |
Parent company
|
|
| Tim Hortons Restaurants International GmbH | | |
Shareholder of the Company
|
|
| TDL Group Corp | | |
A subsidiary of investor’s ultimate holding company
|
|
| | | | | |
Six months ended
June 30, 2020 |
| |
Six months ended
June 30, 2021 |
| ||||||
Continuing franchise fee to Tim Hortons Restaurants International
GmbH |
| |
(i)
|
| | | | 1,472,984 | | | | | | 5,991,039 | | |
Upfront franchise fee to Tim Hortons Restaurants International GmbH
|
| |
(ii)
|
| | | | 1,162,438 | | | | | | 7,835,031 | | |
Purchase of coffee beans from TDL Group Corp
|
| |
(iii)
|
| | | | 2,902,310 | | | | | | 13,192,935 | | |
| | |
December 31, 2020
|
| |
June 30, 2021
|
| ||||||
TDL Group Corp
|
| | | | 4,053,932 | | | | | | 9,049,495 | | |
Tim Hortons Restaurants International GmbH
|
| | | | 3,624,554 | | | | | | 10,457,907 | | |
| | | | | | | | |
Ordinary shares
|
| |
Additional
paid-in capital |
| |
Subscription
receivables |
| |
Accumulated
losses |
| |
Accumulated
other comprehensive income |
| |
Total equity
attributable to shareholders of the Company |
| |
Non-
controlling interests |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||
| | | | | | | | |
Number of
shares |
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | | | | | | | 100,000 | | | | | | 6,412 | | | | | | 636,537,437 | | | | | | (192,363,000) | | | | | | (113,807,634) | | | | | | 36,392,935 | | | | | | 366,766,150 | | | | | | 5,825,542 | | | | | | 372,591,692 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (53,667,129) | | | | | | — | | | | | | (53,667,129) | | | | | | (734,616) | | | | | | (54,401,745) | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,096,918 | | | | | | 23,096,918 | | | | | | — | | | | | | 23,096,918 | | |
Settlement of subscription receivable
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,363,000 | | | | | | — | | | | | | — | | | | | | 192,363,000 | | | | | | — | | | | | | 192,363,000 | | |
Balance at June 30, 2020
|
| | | | | | | | | | 100,000 | | | | | | 6,412 | | | | | | 636,537,437 | | | | | | — | | | | | | (167,474,763) | | | | | | 59,489,853 | | | | | | 528,558,939 | | | | | | 5,090,926 | | | | | | 533,649,865 | | |
Balance at January 1, 2021
|
| | | | | | | | | | 101,500 | | | | | | 6,513 | | | | | | 644,906,635 | | | | | | — | | | | | | (255,807,141) | | | | | | 39,181,361 | | | | | | 428,287,368 | | | | | | 4,764,882 | | | | | | 433,052,250 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (132,382,181) | | | | | | — | | | | | | (132,382,181) | | | | | | (446,675) | | | | | | (132,828,856) | | |
Other comprehensive loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,085,003) | | | | | | (1,085,003) | | | | | | — | | | | | | (1,085,003) | | |
Issuance of shares
|
| | | | (i) | | | | | | 15,013 | | | | | | 972 | | | | | | 291,392,028 | | | | | | — | | | | | | — | | | | | | — | | | | | | 291,393,000 | | | | | | — | | | | | | 291,393,000 | | |
Balance at June 30, 2021
|
| | | | | | | | | | 116,513 | | | | | | 7,485 | | | | | | 936,298,663 | | | | | | — | | | | | | (388,189,322) | | | | | | 38,096,358 | | | | | | 586,213,184 | | | | | | 4,318,207 | | | | | | 590,531,391 | | |
| ASSETS | | | | | | | |
|
Deferred offering costs
|
| | | $ | 249,671 | | |
|
TOTAL ASSETS
|
| | | $ | 249,671 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accrued offering costs
|
| | | $ | 100,000 | | |
|
Promissory note – related party
|
| | | | 129,671 | | |
|
Total Current Liabilities
|
| | | | 229,671 | | |
| Commitments and Contingencies | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 2,000,000 shares authorized; no shares issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and
outstanding |
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding(1)
|
| | | | 863 | | |
|
Additional paid-in capital
|
| | | | 24,137 | | |
|
Accumulated deficit
|
| | | | (5,000) | | |
|
Total Shareholder’s Equity
|
| | | | 20,000 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 249,671 | | |
|
Formation and operating costs
|
| | | $ | 5,000 | | |
|
Net Loss
|
| | | $ | (5,000) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 7,500,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| | | | |||||||||||||||||||||||
Balance – September 3, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to
Sponsor(1) |
| | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,000) | | | | | | (5,000) | | |
Balance – December 31, 2020
|
| | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (5,000) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Payment of formation costs through issuance of Class B ordinary shares
|
| | | | 5,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | |
$
|
—
|
| |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 100,000 | | |
|
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B
ordinary shares |
| | | $ | 20,000 | | |
|
Deferred offering costs paid through promissory note – related party
|
| | | $ | 129,671 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Restated)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 576,587 | | | | | $ | — | | |
Prepaid expenses
|
| | | | 188,265 | | | | | | — | | |
Total Current Assets
|
| | | | 764,852 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 249,671 | | |
Investments held in Trust Account
|
| | | | 345,108,792 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 345,873,644 | | | | | $ | 249,671 | | |
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 3,826,242 | | | | | $ | — | | |
Accrued offering costs
|
| | | | 1,150 | | | | | | 100,000 | | |
Promissory note – related party
|
| | | | — | | | | | | 129,671 | | |
Total Current Liabilities
|
| | | | 3,827,392 | | | | | | 229,671 | | |
Deferred underwriting fee payable
|
| | | | 12,075,000 | | | | | | — | | |
Warrant Liabilities
|
| | | | 17,259,000 | | | | | | — | | |
Total Liabilities
|
| | | | 33,161,392 | | | | | | 229,671 | | |
Commitments | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption 34,500,000 and no shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively
|
| | | | 345,000,000 | | | | | | — | | |
Shareholders’ (Deficit) Equity | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued
or outstanding at September 30, 2021 or December 31, 2020 |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020
|
| | | | 863 | | | | | | 863 | | |
Additional paid-in capital
|
| | | | — | | | | | | 24,137 | | |
Accumulated deficit
|
| | | | (32,288,611) | | | | | | (5,000) | | |
Total Shareholders’ (Deficit) Equity
|
| | | | (32,287,748) | | | | | | 20,000 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
|
| | | $ | 345,873,644 | | | | | $ | 249,671 | | |
| | |
Three Months
Ended September 30, 2021 |
| |
Nine Months
Ended September 30, 2021 |
| |
For the
Period from September 3, 2020 (Inception) through September 30, 2020 |
| |||||||||
Operating and formation costs
|
| | | $ | 2,347,854 | | | | | $ | 5,367,078 | | | | | $ | 5,000 | | |
Loss from operations
|
| | | | (2,347,854) | | | | | | (5,367,078) | | | | | | (5,000) | | |
Other income: | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 33,428 | | | | | | 108,792 | | | | | | — | | |
Interest earned – Bank
|
| | | | 17 | | | | | | 52 | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 4,968,500 | | | | | | 4,445,500 | | | | | | — | | |
Total other income
|
| | | | 5,001,945 | | | | | | 4,554,344 | | | | | | — | | |
Net income (loss)
|
| | | $ | 2,654,091 | | | | | $ | (812,734) | | | | | $ | (5,000) | | |
Weighted average shares outstanding, Class A ordinary
shares |
| | | | 34,500,000 | | | | | | 31,981,752 | | | | | | — | | |
Basic and diluted net income per share, Class A ordinary
shares |
| | | $ | 0.06 | | | | | $ | (0.02) | | | | | $ | — | | |
Weighted average shares outstanding, Class B ordinary
shares |
| | | | 8,625,000 | | | | | | 8,542,883 | | | | | | 6,250,000 | | |
Basic and diluted net loss per share, Class B ordinary shares
|
| | | $ | 0.06 | | | | | $ | (0.02) | | | | | $ | — | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balance – January 1, 2021
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
Accretion for Class A ordinary shares subject to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,537,137) | | | | | | (31,470,877) | | | | | | (33,008,014) | | |
Sale of 8,900,000 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,513,000 | | | | | | — | | | | | | 1,513,000 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,398,214 | | | | | | 7,398,214 | | |
Balance – March 31, 2021 (unaudited), as restated
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | — | | | | | $ | (24,077,663) | | | | | $ | (24,076,800) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,865,039) | | | | | | (10,865,039) | | |
Balance – June 30, 2021 (unaudited), as restated
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | — | | | | | $ | (34,942,702) | | | | | $ | (34,941,839) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,654,091 | | | | | | 2,654,091 | | |
Balance – September 30, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | — | | | | | $ | (32,288,611) | | | | | $ | (32,287,748) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance – September 3, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to
Sponsor |
| | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,000) | | | | | | (5,000) | | |
Balance – September 30, 2020
|
| | | | 8,625,000 | | | | | | 863 | | | | | $ | 24,137 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| | |
Nine Months
Ended September 30, 2021 |
| |
For The Period
From September 3, 2020(Inception) Through September 30, 2020 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (812,734) | | | | | $ | (5,000) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Transaction costs incurred in connection with IPO
|
| | | | 820,326 | | | | | | — | | |
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
| | | | — | | | | | | 5,000 | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (108,792) | | | | | | — | | |
Change in fair value of warrant liabilities
|
| | | | (4,445,500) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (161,465) | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 3,826,242 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (881,923) | | | | | | — | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | (345,000,000) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (345,000,000) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 338,100,000 | | | | | | — | | |
Proceeds from sale of Private Placements Warrants
|
| | | | 8,900,000 | | | | | | — | | |
Repayment of promissory note-related party
|
| | | | (182,670) | | | | | | — | | |
Payment of offering costs
|
| | | | (358,820) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 346,458,510 | | | | | | — | | |
Net Change in Cash
|
| | |
|
576,587
|
| | | | | — | | |
Cash – Beginning of period
|
| | | | — | | | | | | — | | |
Cash – End of period
|
| | | $ | 576,587 | | | | | $ | — | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Offering costs included in accrued offering costs
|
| | | $ | 1,150 | | | | | $ | 103,152 | | |
Offering costs paid by Sponsor in exchange for issuance of founder shares
|
| | | $ | — | | | | | $ | 20,000 | | |
Offering costs paid through promissory note
|
| | | $ | 26,198 | | | | | $ | 3,000 | | |
Payment of prepaid expenses through promissory note
|
| | | $ | 26,800 | | | | | $ | — | | |
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | 345,000,000 | | | | | $ | — | | |
Deferred underwriting fee payable
|
| | | $ | 12,075,000 | | | | | $ | — | | |
| | |
Six Month
Ended June 30, 2021 |
| |||
Formation and operational costs
|
| | | $ | 2,198,898 | | |
Loss from operations
|
| | | | (2,198,898) | | |
Other income: | | | | | | | |
Change in fair value of warrant liability
|
| | | | (523,000) | | |
Transaction costs incurred in connection with warrant liability
|
| | | | (820,326) | | |
Interest income – bank
|
| | | | 35 | | |
Interest earned (expense) on marketable securities held in Trust Account
|
| | | | 75,364 | | |
Other income (loss), net
|
| | | | (1,267,927) | | |
Net income (loss)
|
| | | $ | (3,466,825) | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | | | 34,500,000 | | |
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption
|
| | | $ | (0.08) | | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 7,500,000 | | |
Basic and diluted net income (loss) per share, Non-redeemable ordinary shares
|
| | | $ | (0.08) | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Balance Sheet as of January 19, 2021 (audited) | | | | | | | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption
|
| | | $ | 307,704,650 | | | | | $ | 37,295,350 | | | | | $ | 345,000,000 | | |
Ordinary shares
|
| | | $ | 373 | | | | | $ | (373) | | | | | $ | — | | |
Additional paid-in capital
|
| | | $ | 5,824,099 | | | | | $ | (5,824,099) | | | | | $ | — | | |
Accumulated deficit
|
| | | $ | (825,325) | | | | | $ | (31,470,878) | | | | | $ | (32,296,203) | | |
Total Shareholder’s Equity (Deficit)
|
| | | $ | 5,000,010 | | | | | $ | (37,295,350) | | | | | $ | (32,295,340) | | |
Balance Sheet as of March 31, 2021 (Unaudited) | | | | | | | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption
|
| | | $ | 315,923,190 | | | | | | 29,076,810 | | | | | $ | 345,000,000 | | |
Ordinary shares
|
| | | $ | 291 | | | | | | (291) | | | | | $ | — | | |
Additional paid-in capital
|
| | | $ | — | | | | | | — | | | | | $ | — | | |
Accumulated deficit
|
| | | $ | 4,998,856 | | | | | | (29,076,519) | | | | | $ | (24,077,663) | | |
Total Shareholder’s Equity (Deficit)
|
| | | $ | 5,000,010 | | | | | | (29,076,801) | | | | | $ | (24,076,791) | | |
Balance Sheet as of June 30, 2021 (Unaudited) | | | | | | | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption
|
| | | $ | 305,058,160 | | | | | $ | 39,941,840 | | | | | $ | 345,000,000 | | |
Ordinary shares
|
| | | $ | 399 | | | | | $ | (399) | | | | | $ | — | | |
Additional paid-in capital
|
| | | $ | 8,470,564 | | | | | $ | (8,470,564) | | | | | $ | — | | |
Accumulated deficit
|
| | | $ | (3,471,825) | | | | | $ | (31,470,877) | | | | | $ | (34,942,702) | | |
Total Shareholder’s Equity (Deficit)
|
| | | $ | 5,000,001 | | | | | $ | (39,941,840) | | | | | $ | (34,941,839) | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Condensed Statement of Changes in Shareholder’s Equity (Deficit) for
the Three Months Ended March 31, 2021 (Unaudited) |
| | | | | | | | | | | | | | | | | | |
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses
|
| | | $ | 311,991,986 | | | | | $ | (311,991,986) | | | | | $ | — | | |
Ordinary shares subject to redemption
|
| | | $ | (315,923,190) | | | | | $ | 315,923,190 | | | | | $ | — | | |
Accretion for Class A ordinary shares to redemption amount
|
| | | $ | — | | | | | $ | (33,008,014) | | | | | $ | (33,008,014) | | |
Total Shareholder’s Equity (Deficit)
|
| | | $ | 5,000,010 | | | | | $ | (29,076,801) | | | | | $ | (24,076,791) | | |
Condensed Statement of Changes in Shareholder’s Equity (Deficit) for
the Three Months Ended June 30, 2021 (Unaudited) |
| | | | | | | | | | | | | | | | | | |
Accretion for Class A ordinary shares to redemption amount
|
| | | $ | — | | | | | $ | (10,865,039) | | | | | $ | (10,865,030) | | |
Total Shareholder’s Equity (Deficit)
|
| | | $ | 5,000,001 | | | | | $ | (39,941,840) | | | | | $ | (34,941,839) | | |
Statement of Cash Flows for the Three Months Ended March 31, 2021
(Unaudited) |
| | | | | | | | | | | | | | | | | | |
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | 307,704,650 | | | | | $ | 37,295,350 | | | | | $ | 345,000,000 | | |
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
|
| | | | | | | | | | | | | | | | | | |
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | 307,704,650 | | | | | $ | 37,295,350 | | | | | $ | 345,000,000 | | |
Statement of Operations for the Three Months Ended March 31, 2021
|
| | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | | | 34,500,000 | | | | | | — | | | | | | 34,500,000 | | |
Basic and diluted net income (loss) per share, Class A ordinary shares
subject to possible redemption |
| | | $ | — | | | | | $ | 0.18 | | | | | $ | 0.18 | | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 8,387,500 | | | | | | (887,500) | | | | | | 7,500,000 | | |
Basic and diluted net income (loss) per share, Non-redeemable ordinary shares
|
| | | $ | — | | | | | $ | 0.18 | | | | | $ | 0.18 | | |
Statement of Operations for the Three Months Ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | | | 34,500,000 | | | | | | — | | | | | | 34,500,000 | | |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | (0.26) | | | | | $ | (0.26) | | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 8,625,000 | | | | | | (1,125,000) | | | | | | 7,500,000 | | |
Basic and diluted net loss (income) per share, Non-redeemable ordinary shares
|
| | | $ | (1.26) | | | | | $ | 1.00 | | | | | $ | (0.26) | | |
Statement of Operations for the Six Months Ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | | | 34,500,000 | | | | | | — | | | | | | 34,500,000 | | |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | (0.08) | | | | | $ | (0.08) | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 8,625,000 | | | | | | (1,125,000) | | | | | | 7,500,000 | | |
Basic and diluted net income (loss) per share, Non-redeemable ordinary shares
|
| | | $ | (0.41) | | | | | $ | 0.33 | | | | | $ | (0.08) | | |
|
Gross proceeds
|
| | | $ | 345,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | $ | (14,317,500) | | |
|
Class A ordinary shares issuance costs
|
| | | $ | (18,690,514) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | $ | 33,008,014 | | |
|
Class A ordinary shares subject to possible redemption
|
| | | $ | 345,000,000 | | |
| | |
Three Months Ended
September 30, 2021 |
| |
Nine Months Ended
September 30, 2021 |
| |
For the Period
from September 3, 2020 (Inception) Through September 30, 2020 |
| |||||||||||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss), as adjusted
|
| | | $ | 2,123,273 | | | | | $ | 530,818 | | | | | $ | (641,404) | | | | | $ | (171,330) | | | | | $ | — | | | | | $ | (5,000) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 34,500,000 | | | | | | 8,625,000 | | | | | | 31,981,752 | | | | | | 8,542,883 | | | | | | — | | | | | | 6,250,000 | | |
Basic and diluted net income (loss) per ordinary share
|
| | | $ | 0.06 | | | | | $ | 0.06 | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | — | | | | | $ | — | | |
| | |
Held-To-Maturity
|
| |
Level
|
| |
Amortized
Cost |
| |
Gross
Holding Loss |
| |
Fair Value
|
| ||||||||||||
September 30, 2021
|
| | U.S. Treasury Securities (Mature on 10/21/21) | | | | | 1 | | | | | $ | 345,108,792 | | | | | $ | (4,845) | | | | | $ | 345,103,947 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2021
|
| | Warrant Liability – Public Warrants | | | | | 1 | | | | | | | | | | | | | | | | | | 11,385,000 | | |
September 30, 2021
|
| |
Warrant Liability – Private Placement Warrants
|
| | | | 2 | | | | | | | | | | | | | | | | | | 5,874,000 | | |
Input
|
| |
January 19,
2021 |
| |||
Market price
|
| | | $ | 9.58 | | |
Risk-free interest rate
|
| | | | 0.95% | | |
Dividend yield
|
| | | | 0.00% | | |
Expected volatility
|
| | | | 15.1% | | |
Exercise price
|
| | | $ | 11.50 | | |
Term
|
| | | | 5.25 | | |
Probability of transaction
|
| | | | 75% | | |
| | |
Private
Placement Warrants |
| |
Public
Warrants |
| |
Warrant
Liabilities |
| |||||||||
Fair value as of January 1, 2021
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on January 19, 2021
|
| | | | 7,387,000 | | | | | | 14,317,500 | | | | | | 21,704,500 | | |
Change in valuation inputs or other assumptions
|
| | | | (2,848,000) | | | | | | (5,520,000) | | | | | | (8,368,000) | | |
Transfer to Level 1
|
| | | | — | | | | | | (8,797,500) | | | | | | (8,797,500) | | |
Fair value as of March 31, 2021
|
| | | | 4,539,000 | | | | | | — | | | | | | 4,539,000 | | |
Change in valuation inputs or other assumptions
|
| | | | 3,026,000 | | | | | | — | | | | | | 3,026,000 | | |
Transfer to level 2
|
| | | | (7,565,000) | | | | | | — | | | | | | (7,565,000) | | |
Fair value as of September 30, 2021
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
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| | | | A-61 | | | |
| | | | A-62 | | |
|
Exhibit A
Form of A&R AoA
|
| | | |
|
Exhibit B
Equity Plan Modifications
|
| | | |
|
Exhibit C
Sponsor Support Agreement
|
| | | |
|
Exhibit D
Form of Registration Rights Agreement
|
| | | |
|
Exhibit E
Company Shareholder Lock-Up and Support Agreements
|
| | | |
|
Exhibit F
Sponsor Lock-Up Agreement
|
| | | |
|
Exhibit G
Illustrative Calculation of Share Split
|
| | | |
|
Exhibit H-1
Form of First Plan of Merger
|
| | | |
|
Exhibit H-2
Form of Second Plan of Merger
|
| | | |
|
Exhibit I
Form of Amended and Restated Warrant Agreement
|
| | | |
| Term | | | Section | |
|
A&R AoA
|
| | Recitals | |
|
Affiliate Agreement
|
| | Section 4.21 | |
|
Agreement
|
| | Preamble | |
|
Alternative Transaction Proposal
|
| | Section 8.03(a) | |
|
Amended and Restated Warrant Agreement
|
| | Section 8.06 | |
|
Audited Financial Statements
|
| | Section 4.08(a) | |
|
Audited Financial Statements Date
|
| | Section 4.08(e) | |
|
Available SPAC Cash
|
| | Section 7.03(a) | |
|
Cayman Companies Law
|
| | Recitals | |
|
CBA
|
| | Section 4.12(a)(vii) | |
|
Closing
|
| | Section 3.02(a) | |
|
Closing Date
|
| | Section 3.02(a) | |
|
Closing Date Cash
|
| | Section 3.02(b) | |
|
Closing Date Indebtedness
|
| | Section 3.02(b) | |
|
Closing Press Release
|
| | Section 8.05(c) | |
|
Closing Statement
|
| | Section 3.02(b) | |
|
Company
|
| | Preamble | |
|
Company Benefit Plan
|
| | Section 4.13(a) | |
|
Company Board
|
| | Recitals | |
|
Company Board Recommendation
|
| | Recitals | |
|
Company Disclosure Letter
|
| | Article IV | |
|
Company Employees
|
| | Section 4.13(a) | |
|
Company Intellectual Property
|
| | Section 4.18(b) | |
|
Company Leases
|
| | Section 4.17(b) | |
|
Company Permits
|
| | Section 4.11(b) | |
|
Company Post-Closing Group
|
| | Section 11.18(a) | |
|
Company Shareholder Lock-Up and Support Agreements
|
| | Recitals | |
|
Company Software
|
| | Section 4.18(g) | |
|
Confidentiality Agreement
|
| | Section 11.08 | |
|
Continental
|
| | Section 8.06 | |
|
Creator
|
| | Section 4.18(f) | |
|
D&O Indemnitee
|
| | Section 7.01(a) | |
|
D&O Tail
|
| | Section 7.01(b) | |
|
Designated Person
|
| | Section 11.17(a) | |
|
Enforceability Exceptions
|
| | Section 4.03(a) | |
|
ERISA
|
| | Section 4.13(a) | |
|
Exchange Agent
|
| | Section 3.03(a) | |
|
Exchange Agent Agreement
|
| | Section 3.03(a) | |
|
Excluded Share
|
| | Section 3.01(f) | |
|
Existing D&O Arrangements
|
| | Section 7.01(a) | |
|
Existing Representation
|
| | Section 11.17(a) | |
|
Federal Securities Laws
|
| | Section 5.08(a) | |
|
Financial Statements
|
| | Section 4.08(a) | |
|
First Effective Time
|
| | Section 2.03(a) | |
|
First Merger
|
| | Recitals | |
|
First Plan of Merger
|
| | Section 2.03(a) | |
|
HKIAC
|
| | Section 11.11 | |
|
Incentive Equity Plan Modifications
|
| | Recitals | |
|
Intended Tax Treatment
|
| | Recitals | |
|
Interim Period
|
| | Section 6.01 | |
|
JVIA
|
| | Section 4.06(e) | |
|
Licensed Intellectual Property
|
| | Section 4.18(b) | |
|
Merger Consideration
|
| | Section 3.01(c) | |
|
Merger Sub
|
| | Preamble | |
|
Mergers
|
| | Recitals | |
|
Minimum Available SPAC Cash Amount
|
| | Section 7.03(b) | |
|
Non-Recourse Party
|
| | Section 11.14 | |
|
Party
|
| | Preamble | |
|
PIPE Financing
|
| | Section 8.07 | |
|
Post-Closing Group
|
| | Section 11.17(a) | |
|
Post-Closing Matters
|
| | Section 11.17(a) | |
|
Post-Closing Representations
|
| | Section 11.17(a) | |
|
Pre-Closing Designated Persons
|
| | Section 11.17(b) | |
|
Pre-Closing Privileges
|
| | Section 11.17(b) | |
|
Prior Counsel
|
| | Section 11.17(a) | |
|
Privileged Materials
|
| | Section 11.17(c) | |
|
Proxy Statement
|
| | Section 8.02(a)(i) | |
|
Proxy Statement/Prospectus
|
| | Section 8.02(a)(i) | |
|
RBI
|
| | Section 4.06(e) | |
|
Recapitalization
|
| | Section 2.01 | |
|
Registered Intellectual Property
|
| | Section 4.18(a) | |
|
Registration Rights Agreement
|
| | Recitals | |
|
SAFE Circular 7
|
| | Section 1.01 | |
|
SAFE Circular 37
|
| | Section 1.01 | |
|
SAFE Rules and Regulations
|
| | Section 4.11(c) | |
|
Sarbanes-Oxley Act
|
| | Section 5.08(a) | |
|
SEC Reports
|
| | Section 5.08(a) | |
|
Second Effective Time
|
| | Section 2.03(b) | |
|
Second Merger
|
| | Recitals | |
|
Second Plan of Merger
|
| | Section 2.03(b) | |
|
Share Redesignation
|
| | Section 2.01 | |
|
Share Split
|
| | Section 2.01 | |
|
SPAC
|
| | Preamble | |
|
SPAC Alternative Transaction
|
| | Section 8.03(b) | |
|
SPAC Board
|
| | Recitals | |
|
SPAC Board Recommendation
|
| | Recitals | |
|
SPAC Class B Conversion
|
| | Section 3.01(a) | |
|
SPAC Disclosure Letter
|
| | Article V | |
|
SPAC Extraordinary General Meeting
|
| | Section 8.02(b) | |
|
SPAC Impairment Effect
|
| | Section 5.01 | |
|
SPAC Meeting Change
|
| | Section 8.02(b) | |
|
SPAC Permits
|
| | Section 5.09 | |
|
SPAC Preference Shares
|
| | Section 5.12(a) | |
|
SPAC Related Party
|
| | Section 5.15 | |
|
Specified Contracts
|
| | Section 4.12(a) | |
|
Specified Representations
|
| | Section 9.02(a)(i) | |
|
Specified SPAC Representations
|
| | Section 9.03(a)(i) | |
|
Sponsor Designated Person
|
| | Section 11.18(a) | |
|
Sponsor Existing Representation
|
| | Section 11.18(a) | |
|
Sponsor Lock-Up Agreement
|
| | Recitals | |
|
Sponsor Post-Closing Matter
|
| | Section 11.18(a) | |
|
Sponsor Post-Closing Representations
|
| | Section 11.18(a) | |
|
Sponsor Pre-Closing Designated Persons
|
| | Section 11.18(b) | |
|
Sponsor Pre-Closing Privileges
|
| | Section 11.18(b) | |
|
Sponsor Prior Counsel
|
| | Section 11.18(a) | |
|
Sponsor Privileged Materials
|
| | Section 11.18(c) | |
|
Sponsor Support Agreement
|
| | Recitals | |
|
Surviving Company
|
| | Recitals | |
|
Surviving Entity
|
| | Recitals | |
|
Surviving Provisions
|
| | Section 10.02 | |
|
Termination Date
|
| | Section 10.01(c) | |
|
Trade Controls
|
| | Section 4.22(a) | |
|
Transaction Filings
|
| | Section 8.02(a)(i) | |
|
Transaction Litigation
|
| | Section 8.01(c) | |
|
Transactions
|
| | Recitals | |
|
Trust Account
|
| | Section 5.06 | |
|
Trustee
|
| | Section 1.01 | |
|
Unit Separation
|
| | Section 3.01(b) | |
|
VAT
|
| | Section 4.15(a)(x) | |
|
XXIIB
|
| | Section 4.06(e) | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | | | |
| and on behalf of | | | ) | | | Director | |
|
Silver Crest Acquisition Corporation
|
| | ) | | | | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | | | |
| and on behalf of | | | ) | | | Director | |
|
Miami Swan Ltd
|
| | ) | | | | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | | | |
| and on behalf of | | | ) | | | Director | |
|
TH International Limited
|
| | ) | | | | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | | | |
| and on behalf of | | | ) | | | Director | |
|
TH International Limited
|
| | ) | | | | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | | | |
| and on behalf of | | | ) | | | Director | |
|
Silver Crest Acquisition Corporation
|
| | ) | | | | |
Exhibit
Number |
| |
Description
|
|
2.1 | | | Agreement and Plan of Merger, dated as of August 13, 2021, by and among TH International Limited, Miami Swan Ltd and Silver Crest Acquisition Corporation (included as Annex A to the proxy statement/prospectus). | |
3.1** | | | | |
3.2 | | | | |
3.3** | | | | |
4.1** | | | | |
4.2** | | | | |
4.3** | | | | |
4.4** | | | | |
4.5** | | | | |
4.6** | | | | |
4.7** | | | | |
4.8** | | | |
Exhibit
Number |
| |
Description
|
|
5.1* | | | Opinion of Kirkland & Ellis LLP as to the validity of the warrants of TH International Limited to be issued. | |
5.2* | | | Opinion of Maples and Calder (Cayman) LLP as to the validity of the ordinary shares of TH International Limited to be issued. | |
10.1** | | | | |
10.2** | | | | |
10.3** | | | | |
10.4** | | | | |
10.5** | | | | |
10.6* | | | Form of Director and Officer Indemnification Agreement. | |
10.7** | | | | |
10.8** | | | Amended and Restated Company Franchise Agreement, dated as of August 13, 2021, by and among Tim Hortons Restaurants International GmbH, TH Hong Kong International Limited, Tim Hortons (Shanghai) Food and Beverage Management Co., Ltd., Tim Hortons (China) Holdings Co. Ltd., Tim Hortons (Beijing) Food and Beverage Service Co., Ltd. and Tim Coffee (Shenzhen) Co., Ltd. | |
10.9** | | | | |
10.10* | | | Business Cooperation Agreement between Pangaea Data Tech (Shanghai) Co., Ltd and Tim Hortons (China) Holdings Co., Ltd., dated December 2, 2021. | |
21.1** | | | | |
23.1 | | | | |
23.2 | | | Consent of WithumSmith+Brown, PC, an independent registered accounting firm for Silver Crest Acquisition Corporation. | |
23.3* | | | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
23.4* | | | Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.2). | |
23.5* | | | Consent of Han Kun Law Offices (included in Exhibit 99.2). | |
24.1 | | | Power of Attorney (included on signature page to the initial filing of this Registration Statement). | |
99.1 | | | Form of Proxy for Extraordinary General Meeting (included as Annex C to the proxy statement/prospectus). | |
99.2* | | | Opinion of Han Kun Law Offices, regarding certain PRC law matters. | |
|
Signature
|
| |
Title
|
|
|
*
Peter Yu
|
| | Chairman and Director | |
|
*
Yongchen Lu
|
| | Chief Executive Officer | |
|
*
Dong Li
|
| | Chief Financial Officer | |
|
*
Bin He
|
| | Chief Consumer Officer | |
|
/s/ Gregory Armstrong
Gregory Armstrong
|
| | Director | |
|
*
Andrew Wehrley
|
| | Director | |
|
*
Meizi Zhu
|
| | Director | |
|
Signature
|
| |
Title
|
|
|
*
Eric Haibing Wu
|
| | Director | |
|
*
Ekrem Ozer
|
| | Director | |
|
*By
/s/ Gregory Armstrong
Gregory Armstrong
Attorney-in-Fact |
| | | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated September 23, 2021, with respect to the consolidated financial statements of TH International Limited, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG Huazhen LLP
Shanghai, China December 2, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Proxy Statement/Prospectus constituting a part of this Registration Statement on Form F-4 Amendment No.1 of our report dated March 29, 2021, relating to the financial statements of Silver Crest Acquisition Corporation which is contained in that Proxy Statement/Prospectus. We also consent to the reference to us under the caption “Experts” in the Proxy Statement/Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
December 2, 2021