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United States securities and exchange commission logo
October 22, 2021
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
Registration
Statement on Form F-4
Filed September 23,
2021
File No. 333-259743
Dear Mr. Lu:
We have reviewed your 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.
Registration Statement on Form F-4 filed September 23, 2021
Prospectus Cover Page, page i
1. We note your disclosure
that "THIL has significant operations in China through its PRC
subsidiaries" and that
the related legal and operational risks could "significantly limit or
completely hinder THIL
s ability to accept foreign investments and offer or continue to
offer securities to
foreign investors . . . ." Please also disclose that THIL, which will be
the post-business
combination company, is not a Chinese company but a Cayman Islands
holding company and
that THIL's post-business combination structure involves unique
risks to investors.
Additionally, please disclose the extent that such risks could limit or
hinder THIL's ability
to conduct its business or list on a U.S. or other foreign exchange.
Specifically state that
the "increasing oversight on cybersecurity and data privacy" and
Yongchen Lu
TH International Limited
October 22, 2021
Page 2
"potential anti-monopoly actions" are related to the Chinese
government's recently issued
statements and instituted regulatory actions. Please also disclose
here and elsewhere as
appropriate, such as in the Questions and Answers section, Summary and
Risk Factors,
that THIL will control the combined company and its board, and provide
the percentage
ownership of THIL and Silver Crest after consummation of the business
combination.
Questions and Answers about the Business Combination and the Extraordinary
General Meeting
Q: What will happen to Silver Crest's securities upon consummation of the
Business
Combination?, page viii
2. Please also state that the Silver Crest units and public warrants will
be delisted and
deregistered and that THIL intends to apply to list its warrants on
Nasdaq. Please make
conforming changes throughout the proxy statement/prospectus,
including on the
prospectus cover page.
Q: What happens if the Business Combination is not consummated?, page xiii
3. Here and elsewhere, as applicable, please describe any consideration
provided in
exchange for the agreement by each of the sponsor and Silver Crest's
directors and
officers to waive their redemption rights with respect to their
founder shares.
Summary, page 1
4. In this section, please provide a diagram of THIL's post-business
combination corporate
structure, including the equity ownership interests of each entity and
group of persons.
Identify clearly the entity in which investors will hold their
interest upon consummation of
the business combination and the entity(ies) in which the combined
company's operations
will be conducted. Please include "DataCo" and identify any
contractual arrangements
between THIL and DataCo.
5. Disclose each permission that THIL or its subsidiaries are required to
obtain from Chinese
authorities to operate and issue THIL's securities to foreign investors.
State whether THIL
or its subsidiaries are covered by permissions requirements from the
CSRC, CAC or any
FirstName LastNameYongchen Lu
other entity that is required to approve of THIL s operations, and
state affirmatively
Comapany NameTH
whether THILInternational
has received Limited
all requisite permissions and whether any
permissions have
Octoberbeen
22, denied.
2021 Page 2
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Yongchen Lu
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TH International Limited
Comapany
October 22,NameTH
2021 International Limited
October
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6. Provide a clear description of how cash is transferred through THIL.
Quantify any cash
flows and transfers of other assets by type that have occurred between
the holding
company, its subsidiaries, and direction of transfer. Quantify any
dividends or
distributions that a subsidiary has made to the company or holding
company and which
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Describe any
restrictions on foreign exchange and THIL's ability to transfer cash
between entities,
across borders, and to U.S. investors. Describe any restrictions and
limitations on THIL's
ability to distribute earnings from its businesses, including
subsidiaries, to the parent
company and U.S. investors, as we note you discuss on page 32.
TH International Limited, page 2
7. Please discuss your revenue during the second half of 2020, as you do
on page 122, to
balance your discussion here of revenue in the first half of 2021 and
the first half of 2020.
Please also consider prominently discussing the impact of COVID-19 on
THIL's business,
as you do on page 122. In addition, quantify your adjusted store
contribution for each of
fiscal 2020 and the six months ended June 30, 2021. Finally, please
disclose the
percentage of THIL's total revenues that digital orders generated in
June 2020.
Summary Risk Factors, page 10
8. We note your summary risk factors in connection with the risks
associated with doing
business in China. Please revise your disclosure to provide a more
robust summary of the
significant regulatory, liquidity and enforcement risks with
cross-references to the more
detailed discussion of these risks in the proxy statement/prospectus.
Particularly, in
connection with your disclosure that the interpretation and
enforcement of PRC laws and
regulations "involve significant uncertainties, as the PRC legal
system is evolving
rapidly," please disclose that such laws and regulations can change
quickly with little
advance notice and make conforming changes to your risk factor on page
31 discussing
the same. In connection with your disclosure regarding "PRC
governmental authorities'
significant oversight and discretion," please disclose that such
authorities may intervene or
influence THIL's operations at any time and make conforming changes to
your risk factor
on page 30 discussing the same. Please also discuss here and in your
risk factors the risk
that the Chinese government may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in THIL's operations and/or the value of THIL's common stock.
Acknowledge any risks
that any actions by the Chinese government to exert more oversight and
control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers
could significantly limit or completely hinder your ability to offer
or continue to offer
securities to investors and cause the value of such securities to
significantly decline or be
worthless.
Yongchen Lu
TH International Limited
October 22, 2021
Page 4
9. With respect to your disclosure of the risks pertaining to the PCAOB,
please revise your
disclosure to state that the PCAOB has been and is currently unable to
inspect THIL's
auditor, as you discuss on page 37.
Summary Consolidated Financial Information of THIL
Non-GAAP Financial Measure, page 12
10. Reference is made to adjustment (4) related to deferred revenue.
Please explain this
adjustment to us in further detail. In addition, please tell us how
you considered whether
you are substituting an individually tailored recognition and
measurement method for a
GAAP measure. Refer to Question 100.04 of the Non-GAAP Compliance and
Disclosure
Interpretations and Rule 100(b) of Regulation G.
11. Please tell us why net loss rather than gross profit was determined to
be the most directly
comparable financial measure calculated and presented in accordance
with Generally
Accepted Accounting Principles.
Risk Factors, page 16
12. Please include a risk factor discussing the risks associated with the
exclusive forum
provision in the amended and restated warrant agreement, including
increased costs to
bring a claim and the potential that the provision will discourage
claims or limit investors
ability to bring a claim in a judicial forum that they find favorable.
In addition,
address whether there is any question as to whether a court would
enforce the provision;
in this regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. Finally,
please revise the
amended and restated warrant agreement to state that it applies to
claims arising under the
Securities Act.
"We are subject to a variety of laws and regulations regarding cybersecurity
and data protection .
.. . .", page 26
13. We note your disclosure regarding your contemplated "transfer of control
and possession
of [y]our customer data to [DataCo], a PRC-incorporated company." We
also note that
the Form 8-K filed by Silver Crest on August 16, 2021 appears to discuss
such entity and
notes that the entity "will enter into a long-term contract to provide
services to THIL on a
cost-only basis." Here and elsewhere as applicable, please provide a
more robust
discussion of the arrangement with DataCo and revise your disclosure to
specifically
discuss the extent to which you believe you are compliant with the
regulations or policies
that have been issued by the Cyberspace Administration of China in light
of their greater
FirstName LastNameYongchen Lu
oversight. In addition, revise your disclosure to explain how greater
CAC oversight
Comapany NameTH
impacts International
your business Limited
and your offering and to what extent you
believe that you are
compliant with
October 22, 2021 Page 4 the regulations or policies that have been issued by
the CAC to date.
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Yongchen Lu
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TH International Limited
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"We may redeem your unexpired public THIL Warrants prior to their exercise at a
time that is
disadvantageous to you . . . .", page 39
14. Please highlight the material differences between the public warrants
and private warrants,
particularly by disclosing that you cannot redeem the private warrants
held by the sponsor
or its permitted transferees except in the redemption scenario in
which THIL ordinary
shares have been trading between $10.00 and $18.00, which you discuss
on page 180.
"Silver Crest's shareholders will have a reduced ownership and voting interest
after
consummation of the Business Combination . . . .", page 48
15. Here and elsewhere, as applicable, please disclose the sponsor and its
affiliates'
total potential ownership interest in the combined company, assuming
exercise and
conversion of all convertible securities, including the warrants that
will be convertible into
common stock. More generally, when revising your disclosure, please
also separate the
interests held by the Silver Crest public shareholders from the
sponsor and its affiliates.
Please also address the risk that the Silver Crest shareholders will
be further diluted if the
parties obtain PIPE financing.
16. Here or in a new risk factor, please prominently disclose the risks
related to the fact, if
true, that the combined company will be majority-owned by Cartesian,
including that
Cartesian will have the authority to approve shareholder actions such
as the election of
directors. In this regard, we note that Mr. Yu, the Managing Partner
of Cartesian and
Chairman of your board, has voting and investment control over Pangea
Two Acquisition
Holdings XXIIA Limited; we further note the disclosure in Note 19 to
the financial
statements. Please include this disclosure -- including Cartesian's
percentage ownership
assuming no and full redemption, and the fact that your directors and
officers have control
of and involvement in Cartesian -- on the prospectus cover page and in
the Summary. If
you would be considered a controlled company under your
applicable exchange listing
standards, please disclose this on the prospectus cover page and in
the Summary, discuss
whether you will utilize any related exemptions to governance rules,
and include
appropriate risk factor disclosure.
Background of the Business Combination, page 67
17. Please quantify the aggregate fees payable to UBS Securities LLC upon
completion of a
business combination. We note that, in addition to the deferred
underwriting fee, UBS
Securities LLC is performing additional services as capital markets
advisor to Silver Crest
in connection with the proposed business combination and as joint
placement agent in
connection with potential PIPE transactions. In revising your
disclosure, please also
clarify whether the fees pertaining to their additional services are
conditioned on
completion of the transaction.
18. Please provide a more robust discussion of the roles that the advisors
played in the
transaction negotiations and valuation discussions. In particular,
please provide greater
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detail about the roles that FTI Consulting (Hong Kong) Limited and UBS
Securities LLC
played in the financial due diligence of THIL. Please also tell us
whether the advisors
delivered any reports to the board or potential PIPE investors that
were materially related
to the transaction and whether these would fall within the purview of
Item 4(b) of Form F-
4 (including the investor presentation circulated by Bank of America
to THIL and UBS).
If so, please revise your disclosure to state as much and provide the
information required
by Item 4(b) of Form F-4.
19. Please discuss which legal counsel advised Silver Crest with respect
to their discussions
with Company A and other potential targets, which we note began prior
to the engagement
of Morrison & Foerster LLP on February 3, 2021. In addition, we note
that Silver Crest's
current charter waives the corporate opportunities doctrine; please
address this potential
conflict of interest and whether it impacted Silver Crest's search for
an acquisition target.
20. We note your disclosure that "Silver Crest agreed to donate 1,500,000
of its Silver Crest
Warrants to a charitable foundation." Please provide a more robust
discussion here of the
agreement, the warrants (including whether they will be private or
public and whether
they will be newly issued), the anticipated donation date, the
receiving foundation and
whether it is aware of the impending donation, and the reasons for
such donation
(including any anticipated tax treatment, if applicable).
21. We note your discussion of the negotiations leading up to the
agreed-upon "$1.688 billion
pre-transaction enterprise valuation for THIL." Please revise to
provide more detail
regarding the negotiations and board considerations, including a
further description of the
"softer market conditions," the amount of Silver Crest's initial
counter-proposal, the
"conditions that would contribute to a positive reception in the
market," the financial
projections and any discussions relating to the assumptions underlying
such projections,
and any additional material details that led the parties to agree upon
the valuation for
THIL. In revising your discussion, please also discuss the other "main
topics" of
discussions, including how the parties determined the stock
consideration, the amount of
permitted equity financing by THIL prior to closing, the lock-up
periods, the earn-out and
earn-in amounts, the related price milestones, the corresponding
5-year time period, and
the minimum available cash condition and calculation thereto
(including the determination
of the $100,000,000 threshold with respect to any potential PIPE
financing). In doing so,
explain the reason and significance of these issues, each party's
position on such issues
and how you reached final agreement on them.
22. We note your disclosure that, pursuant to the non-binding letter of
intent dated April 5,
20201, "the Sponsor agreed to waive any anti-dilution adjustment to
the conversion ratio
of its outstanding Silver Crest Class B Shares." Please discuss the
development of this
term throughout the negotiation process and whether such waiver became
a binding term
of the transaction. Alternatively, if the sponsor maintains its
anti-dilution right with
respect to the founder shares, please quantify the estimated number
and value of securities
the sponsor will receive based on the approximate amount of
contemplated PIPE
financing. In addition, please disclose the estimated ownership
percentages in the
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TH International Limited
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company before and after any contemplated PIPE financing to highlight
dilution to Silver
Crest public shareholders.
23. We note your disclosure regarding your discussions with
representatives of 22 potential
targets and execution of 12 non-disclosure agreements. Please include
a more detailed
discussion regarding any material meetings, discussions or
negotiations that Silver Crest
had with these potential targets, including Company A. Please ensure
that your disclosure
addresses the general industry of such targets, and for targets other
than Company A
(which we note you did not pursue due to discrepancies in valuation),
please explain the
reason why you did not pursue such business combinations despite your
efforts.
24. We note your disclosure that "representatives of THIL and Silver Crest
determined that
THIL would transfer membership data of its customers to a separately
owned [DataCo] to
hold its membership data in the PRC." Please revise your disclosure to
discuss the
deliberations through which the parties determined that this data
transfer was necessary.
To the extent that the parties considered the recent statements and
policies of the
Cyberspace Administration of China, as well as the more general risks
related to the
policies of the Chinese government, please disclose how the parties
considered these
factors in evaluating the proposed business combination.
Silver Crest's Board of Directors' Reasons for the Business Combination, page
75
25. We note your disclosure that Silver Crest's board of directors
considered the "attractive
valuation" of the combined company following the business combination.
In connection
with considering the valuation, please discuss whether and how the
board took into
account the consideration to be paid for THIL in the transaction,
including the earn-out
and earn-in arrangements. Please also discuss how the board took into
account
proceeding with the transaction without committed PIPE financing.
26. We note your disclosure that Silver Crest's board of directors
considered "[v]arious other
risks associated with THIL's business" in its evaluation of the
proposed business
combination. Please discuss the extent that the board of directors
considered the risks
related to doing business in China in light of THIL's significant
operations there.
Unaudited Prospective Financial Information of THIL, page 77
27. We note the investor presentation for prospective investors that was
included in the Form
8-K that Silver Crest filed on August 16, 2021, as well as your
disclosure on page 76 that
the Silver Crest board compared THIL to "certain selected
publicly-traded companies in
the food and beverage sector." We note the presentation includes an
analysis of THIL's
projected revenue, growth and value compared to high-growth
foodservice and retail
companies. Please tell us whether the Silver Crest board considered
these analyses
included in the presentation as a factor in assessing the proposed
business combination. If
so, please include the additional analyses in the filing. If the board
did not consider these
analyses, please tell us why and and explain the material differences
in the analyses
included in the investor presentation as compared to the disclosure in
your filing. To the
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TH International Limited
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extent a third party prepared the analyses and provided it to Silver
Crest, please include
the information required by Item 4(b) of Form F-4.
28. Please disclose how and why the timeframe leading out to the 2026
forecasted financial
information was selected. In light of your limited operating history
and your operational
assumptions (including your reliance on the assumed "expansion of
[y]our store
network"), please provide a more robust discussion of the the factors
or contingencies that
would affect such growth from ultimately materializing and the risk
that such high and
sustained future growth may be unrealistic and may have resulted in
inflated valuation
conclusions. In this regard, please disclose whether and how you
accounted for the
uncertainty relating to doing business in China.
Interests of Certain Persons in the Business Combination, page 80
29. Please revise your disclosure here and elsewhere in your filing, as
applicable, to:
1. Include the value of all the founder shares and the private
placement warrants
currently owned by the sponsor;
2. Quantify the aggregate dollar amount of what the sponsor and its
affiliates have at
risk that depends on completion of a business combination,
including the value of all
securities held (noted in the preceding bullet point), the
out-of-pocket unpaid
reimbursable expenses, any fees due (including those related to
the administrative
services agreement), and any loans that have since been extended.
Provide similar
disclosure for the company s officers and directors, if
material.
3. Quantify the approximate dollar value of the sponsor's ownership
interest in THIL
assuming the completion of the business combination and based on
the
transaction value of the business combination as compared to the
price paid by
sponsor for its ownership interest in Silver Crest.
4. Describe the nature of the accrued fees under the administrative
services
agreement between the sponsor and Silver Crest.
5. Highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of
a less favorable target company or on terms less favorable to
shareholders rather
than liquidate.
6. Clarify if the sponsor and its affiliates can earn a positive rate
of return on their
investment, even if other Silver Crest public shareholders
experience a negative rate
of return in the post-business combination company.
30. Please include comparable disclosure for the directors and executive
officers of THIL.
Please refer to Item 18(a)(5)(i) of Form F-4.
Registration Rights Agreement, page 99
31. We note your disclosure that "certain of THIL shareholders will enter
into the Registration
Rights Agreement, to be effective as of the Closing." Please identify
which THIL
shareholders will receive the registration rights, if not all of
THIL's existing shareholders.
Yongchen Lu
TH International Limited
October 22, 2021
Page 9
Alternatively, please revise your disclosure to be consistent with the
recitals to the merger
agreement on page A-2, which indicates that all THIL shareholders will
enter into the
agreement.
THIL's Business
Our Store Network, page 108
32. Regarding your "plan to continue to open new stores," please provide a
more robust
discussion of your expansion plans, including a discussion of your
owned and operated
business segment compared to your franchise businesses.
Sales and Marketing, page 110
33. Please discuss your three sales channels (mobile, delivery and stores)
pursuant to Item
4.B.5 of Form 20-F. In revising your disclosure, please also discuss
whether you attribute
delivery-generated revenues to your company owned and operated stores
or if you
separately account for such revenue, as we note you do not address
this when discussing
the breakdown your revenue on page 126.
Employees, page 111
34. Please disclose the number of employees as of 2019, as we note you
refer to "increased
headcount" from 2019 to 2020 on page 126. Please refer to Item 6.D of
Form 20-F.
Please also consider a discussion of any human capital measures or
objectives that you are
focusing on in managing your business, such as development, attraction
and retention of
personnel.
Competition, page 112
35. Please consider including a more robust discussion of your key
competitors and your
pricing strategy compared to your competitors.
THIL's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 128
36. The discussion appears to focus on how the amount of cash from operating
activities was
derived in each period rather than a period to period comparative
analysis of material
changes therein. For example, an analysis should be on why net cash from
operating
FirstName LastNameYongchen Lu
activities increased by 34% between fiscal 2019 and 2020. The analysis
should address
Comapany NameTHthe
and quantify International
significant Limited
drivers underlying the change and how
they impact operating
Octobercash. Please
22, 2021 refer
Page 9 to the lead in paragraph of SEC Release No. 33-8350.
FirstName LastName
Yongchen Lu
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TH International Limited
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2021 International Limited
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37. We note your disclosure that you "expect to receive cash of
approximately US$315.0
million, assuming no redemptions" upon consummation of the business
combination.
Please revise your disclosure to clarify that the expected cash amount
does not take into
account the cash proceeds from any possible PIPE financing, if true,
or alternatively revise
your disclosure to further discuss the possible PIPE.
38. Please discuss the nature and extent of any legal or economic
restrictions on the ability of
your subsidiaries to transfer funds to you in the form of cash
dividends, loans or advances
and the impact such restrictions have had or are reasonably likely to
have on your ability
to meet your cash obligations. Please refer to Item 5.B.1(b) of Form
20-F.
Unaudited Pro Forma Combined Statement of Operations, page 145
39. Please tell us why there is no adjustment for transaction costs.
40. Reference is made to adjustment (BB). Please explain why there is no
mention of
restricted share units.
Management following the Business Combination
Committees of the Board, page 153
41. We note your disclosure that refers to the independence
requirements of Section 303A
of the Corporate Governance Rules of the New York Stock Exchange
throughout this
section. Please revise your disclosure to refer to the Nasdaq
requirements, if correct, as
we note your disclosure elsewhere indicates that THIL will apply to
list on Nasdaq.
Beneficial Ownership of Securities, page 192
42. Please disclose the natural persons with investment and/or voting
control over RP
Investment Advisors LP and PAG Holdings Limited.
THIL Notes to Consolidated Financial Statements
Note 21. Parent Only Financial Information, page F-29
43. We note you present parent only financial information. Please tell us
your consideration
of providing the disclosures prescribed by Rule 4-08(e)(3) of
Regulation S-X.
General
44. Please revise your disclosure throughout the filing to address the
potential impact of
redemptions on non-redeeming shareholders and all possible sources and
the extent of
dilution that shareholders who elect not to redeem their shares may
experience in
connection with the business combination, including:
the potential impact on the per share value of the shares owned by
non-redeeming
shareholders by including a sensitivity analysis showing a range
of redemption
scenarios, including minimum, maximum and interim redemption
levels;
Yongchen Lu
TH International Limited
October 22, 2021
Page 11
the impact of each significant source of dilution, including the
amount of equity held
by the sponsor, convertible securities, including warrants retained
by redeeming
shareholders, at each of the redemption levels detailed in your
sensitivity analysis,
including any needed assumptions;
quantify the value of warrants, based on recent trading prices,
that may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks to non-redeeming shareholders; and
disclose the effective underwriting fee on a percentage basis for
shares at each
redemption level presented in your sensitivity analysis related to
dilution. In this
regard, we note that it appears that underwriting fees remain
constant and are not
adjusted based on redemptions.
45. Please provide us with supplemental copies of all written communications,
as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
46. Please define "active members" and "less active members" in connection
with your loyalty
program. Please define "customer acquisition costs," "new customers,"
"existing
customers," and "same-store growth" in your Management's Discussion and
Analysis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
October 22, 2021 Page 11
cc: John Owen
FirstName LastName