UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE
SECURITIES EXCHANGE ACT
TH
International Limited
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Cayman Islands (State or other jurisdiction of incorporation
or |
Not Applicable (IRS Employer Identification No.) |
|
2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 (Address of principal executive offices) |
Not Applicable (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Class A ordinary shares, par value $0.0001 per share | The Nasdaq Stock Market LLC | |
| Warrants, each whole warrant exercisable for one Class A ordinary share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A registration statement file number to which this form relates: 333-259743
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are the Class A ordinary shares, par value $0.0001 per share, of TH International Limited (the “Class A Ordinary Shares”) and public warrants to purchase Class A Ordinary Shares (the “Warrants”). The description of the Class A Ordinary Shares and Warrants contained under the heading “Description of THIL’s Share Capital and Articles of Association” in the proxy statement/prospectus forming a part of the Registration Statement on Form F-4, as originally filed with the Securities and Exchange Commission on September 23, 2021, as amended from time to time (Registration No. 333- 259743) (the “Registration Statement”) to which this Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
The Class A Ordinary Shares and the Warrants to be registered hereunder have been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “THCH” and “THCHW”, respectively.
Item 2. Exhibits
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed herewith or incorporated by reference herein because no other securities of the registrant are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| TH International Limited | |||
| Dated: September 28, 2022 | By: | /s/ Yongchen Lu | |
| Name: | Yongchen Lu | ||
| Title: | Chief Executive Officer | ||