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United States securities and exchange commission logo
July 12, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People s Republic of China, 200003
Re: TH International
Limited
Amendment No. 7 to
Registration Statement on Form F-4
Filed July 5, 2022
File No. 333-259743
Dear Mr. Lu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
1, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-4 filed July 5, 2022
Risk Factors
"The mutual termination of BofA Securities's engagements as a joint
placement agent and
financial advisor to THIL may indicate that . . . ", page 89
1. We note your disclosure
that the "termination of BofA Securities s engagements as a joint
placement agent and
financial advisor to THIL may indicate that it is unwilling to be
associated with the
disclosure in this proxy statement/prospectus or the underlying
business or financial
analysis related to the Business Combination" (emphasis added), as
well as additional
instances of similar disclosure in which you discuss the termination /
resignation of BofA
Securities and UBS (for example, on pages xxii, 90, 91, 126 and
Yongchen Lu
TH International Limited
July 12, 2022
Page 2
128). Please remove "may indicate" in each applicable instance to instead
indicate that
the applicable financial advisor "is unwilling" to be associated with the
disclosure or
underlying analysis.
Termination of BofA Securities's Engagements, page 124
2. We note your response to comment 1, as well as your deleted disclosure.
In your
discussion of how "BofA Securities has declined to provide the letter . .
.. ," you continue
to refer to "disclosure with respect to THIL and Silver Crest s
understanding that a
number of advisory firms, including BofA Securities, are generally
seeking to withdraw
from pending de-SPAC transactions due to the recent rule proposals by the
SEC." As you
have deleted the referenced disclosure, please also delete this
description of such
disclosure when discussing the letter request to both BofA Securities and
to UBS. Please
make conforming changes in your section entitled "Termination of UBS's
Engagements" on page 128, as well as in your risk factors on pages 90 and
91.
You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at
202-551-3222
with any other questions.
Sincerely,
FirstName LastNameYongchen Lu
Division of
Corporation Finance
Comapany NameTH International Limited
Office of Trade &
Services
July 12, 2022 Page 2
cc: John Owen
FirstName LastName