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United States securities and exchange commission logo
June 17, 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. 5 to
Registration Statement on Form F-4
Filed June 8, 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
2, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed June 8, 2022
Selected Definitions, page v
1. Please revise the
definition of "PRC" so that it does not exclude Hong Kong and Macau.
Termination of UBS s Engagements, page 123
2. We note your disclosure
that "UBS has not confirmed whether it agrees with the
disclosure made in this
proxy statement/prospectus related to the termination and,
therefore, there can be
no assurances that UBS agrees with such disclosure, and no
inference can be drawn
to this effect." Please also provide us with a letter from UBS and
its affiliates stating
whether they agree with the statements made in your proxy
Yongchen Lu
FirstName LastNameYongchen Lu
TH International Limited
Comapany
June NameTH International Limited
17, 2022
June 17,
Page 2 2022 Page 2
FirstName LastName
statement/prospectus related to their resignation and, if not, stating
the respects in which
they do not agree. Please revise your disclosure accordingly to
reflect whether you have
discussed the disclosure with UBS, and if UBS does not respond, please
revise your
disclosure to indicate you have asked and not received a response.
3. Please tell us whether UBS was involved in the preparation of any
disclosure that is
included in the registration statement, or material underlying
disclosure in the registration
statement, including but not limited to the disclosure beginning on
page 126 regarding the
"relative valuation analysis" reviewed by Silver Crest s board of
directors and the related
analysis of comparable publicly-traded companies that were "selected
based on the
professional judgment of Silver Crest s management". If UBS was
involved in preparing
this disclosure, please clarify their involvement, whether they have
retracted any work
product associated with the transaction, and the risk of such
withdrawal and reliance on
their expertise, and please also revise your risk factor on page 88 to
describe their role in
connection with the preparation of the registration statement and the
valuation of THIL.
Last, please clarify whether UBS claims no role in the Silver
Crest's business
combination transaction. In this regard, we note your disclosure that
"UBS will not be
responsible for any portion of THIL s registration statement on Form
F-4 in connection
with the Business Combination."
4. Please disclose whether UBS assisted in the preparation or review of
any
materials reviewed by the Silver Crest board of directors or
management as part of their
services to Silver Crest, including the "benchmarking" guidance
discussed on page
123, and disclose whether UBS has withdrawn its association with those
materials and
notified Silver Crest of such disassociation. With respect to any
notifications to PIPE
investors regarding the transaction, the "support in the assembly of
materials included in
the presentation to PIPE investors" as disclosed on page 123, as well
as any other
materials reviewed by PIPE investors, please also disclose the role
played by UBS and
discuss whether UBS has withdrawn its association with those materials
and notified
Silver Crest of such disassociation.
Silver Crest's Board of Directors' Reasons for the Business Combination, page
124
5. We note your responses to comments 16 and 17 as well as your amended
disclosure on
page 122 that BofA Securities organized and processed "publicly
available market data
with respect to sector-specific comparable companies for the
preparation of certain
valuation-related marketing materials that were presented to and
reviewed by Silver
Crest s board of directors and management and PIPE investors."
Please further revise to
clarify the role of BofA Securities and its affiliates in preparing,
presenting, analyzing
and/or discussing the comparable companies and valuation-related
analyses and
materials. Please clarify what you mean by "valuation-related
marketing materials."
Please tell us in your response whether BofA Securities or any of its
affiliates was
involved in the preparation of any disclosure that is included in the
registration
statement or material underlying disclosure in the registration
statement, revise to
Yongchen Lu
FirstName LastNameYongchen Lu
TH International Limited
Comapany
June NameTH International Limited
17, 2022
June 17,
Page 3 2022 Page 3
FirstName LastName
clarify who prepared the "financial projections provided by THIL s
management" and
reviewed by Silver Crest's board, revise your risk factor on page 87
to describe the role of
BofA Securities and its affiliates in connection with the preparation
of the registration
statement and the valuation of THIL, and revise your disclosure on
page 122 to disclose
whether BofA Securities or any of its affiliates has notified Silver
Crest of the
disassociation of the valuation-related materials.
6. We note your summary of the "relative valuation analysis reviewed by
Silver Crest s
board of directors" that assesses comparable companies selected by
Silver Crest's
management. As your disclosure on page 122 indicates that such
analyses were prepared
by BofA Securities and included in the materials presented and
reviewed by Silver Crest's
board, please provide us with your analysis of whether such materials
fall within the
purview of Item 4(b) of Form F-4, and if such materials differ from
the analyses of the
companies selected by Silver Crest's management, explain such
difference. To the extent
that you conclude that such materials constitute an Item 4(b) report,
please summarize in a
separate section the valuation-related analyses/materials prepared by
BofA Securities and
provide the information required by Item 4(b) of Form F-4 and Item
1015(b)(6) of
Regulation M-A, including the underlying data for each selected
company, and also file
such analyses/materials as an exhibit to this registration statement,
consistent with Item
21(c) of Form F-4.
7. We note your response to comment 18, as well as your amended
disclosure that "Silver
Crest's board of directors views the termination of BofA Securities
s engagements as part
of a broader response to the proposed rules rather than as a reaction
to a particular concern
about the Business Combination." Please elaborate on the board's views
-- including the
basis for such views -- that the resignation of BofA Securities and
its affiliates is related to
the SEC's proposed rules and not specifically to the Business
Combination, and disclose
whether BofA Securities and its affiliates agree with such
characterization. Disclose what
consideration the board gave to the information provided by BofA
Securities in
connection with the transaction, including the comparable companies
analyses that forms
a part of the valuation-related materials, in light of BofA
Securities' disassociation with
such materials and whether the board continues to rely on such
information; to the extent
the board continues to rely on such information, please disclose the
board's rationale in
doing so given that the information was provided by an advisor that
has since resigned and
disassociated itself from such information and the liability related
to such information.
Please revise your disclosure to address these issues in the context
of UBS' resignation, as
well.
Silver Crest Acquisition Corporation Financial Statements, page F-41
8. Please revise to include interim financial statements for the period
ended March 31, 2022.
Exhibit 23.1, page II-2
9. Please file an updated auditor consent.
Yongchen Lu
TH International Limited
June 17, 2022
Page 4
General
10. Please provide us with (i) any correspondence between UBS, THIL and
Silver
Crest relating to UBS' resignation as capital markets advisor to Silver
Crest and (ii) the
engagement letter and indemnification agreement between Silver Crest and
UBS, as
discussed on page 123.
11. We note your disclosure in the last bullet on page 29 regarding the
possible unavailability
of cash and/or non-cash assets held in the PRC to fund operations; please
revise to also
address the possible unavailability of cash and/or non-cash assets held
in Hong Kong to
fund operations. We also note your disclosure on pages 60 and 63
regarding the possible
unavailability of cash and/or non-cash assets held in Hong Kong to fund
operations;
please revise to also address the possible unavailability of cash and/or
non-cash assets
held in the PRC to fund operations.
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
June 17, 2022 Page 4
cc: John Owen
FirstName LastName