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United States securities and exchange commission logo
July 1, 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. 6 to
Registration Statement on Form F-4
Filed June 22, 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 June
17, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-4 filed June 22,
2022
Termination of BofA Securities's Engagements, page 124
1. Please revise to
provide a reasonable basis for your disclosure regarding the view of
THIL's board and of
Silver Crest's board that the terminations of the financial
advisors' engagements
was "part of a broader response to the proposed rules rather than as
a reaction to a
particular concern about the Business Combination." This language
continues to be
speculative and we note that neither adviser has "confirmed whether it
agrees with the
disclosure made in this proxy statement/prospectus relating to the
termination."
Alternatively, please remove such statements. In connection therewith,
please revise to
provide a further explanation as to why there was "no reason to discount
Yongchen Lu
TH International Limited
July 1, 2022
Page 2
any work or advice provided by" BofA Securities or UBS (e.g., explain the
process by
which the boards made such determinations after receiving the termination
letters). Please
make conforming changes in your section entitled "Termination of UBS's
Engagements" on page 125, as well as in your risk factors on pages 89, 90
and 91.
Termination of UBS's Engagements, page 125
2. We note your disclosure that [i]n a letter sent by representatives of
UBS to Silver Crest
on June 9, 2022, UBS waived its claim to the deferred underwriting
commissions." Please
disclose whether UBS provided you with any reasons for the fee waiver. If
there was no
dialogue and you did not seek out the reasons why UBS was waiving
deferred fees,
despite already completing their services, please indicate so in your
registration
statement. Further, revise your risk factor disclosure to explicitly
clarify that UBS has
performed all their obligations to obtain the fee and therefore is
gratuitously waiving the
right to be compensated, and address whether such fee waiver is unusual
in nature and
whether this impacted Silver Crest's evaluation of the business
combination.
Silver Crest's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 202
3. Please revise to also discuss results of operations and liquidity for the
three months ended
March 31, 2022.
General
4. In Exhibit 5.1, please revise to exclude THIL from your assumptions
regarding "the
authority of such persons signing" and the "due authorization, execution
and delivery of
all documents by the parties thereto."
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 1, 2022 Page 2
cc: John Owen
FirstName LastName