United States securities and exchange commission logo

                             April 27, 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
                                                            Amendment No. 3 to
Registration Statement on Form F-4
                                                            Filed March 28,
                                                            File No. 333-259743

       Dear Mr. Lu:

             We have reviewed your amended registration statement and have the
       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

              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
February 18, 2022 letter.

       Amendment No. 3 to Registration Statement on Form F-4 filed March 28,

       Cover Page

   1.                                                   We note your response
to comment 1, as well as your amended disclosure. Please also
                                                        include a
cross-reference to the risk factor that discusses the inspection time frames
                                                        under the HFCAA and
   2.                                                   We note your amended
disclosure that THIL expects to "distribute cash dividends after it
                                                        becomes profitable."
Please revise your disclosure to ensure consistency with your
                                                        disclosure on page 57,
in which you state that you "do not intend to pay dividends for the
                                                        foreseeable future."
 Yongchen Lu
FirstName   LastNameYongchen  Lu
TH International  Limited
April       NameTH International Limited
       27, 2022
April 227, 2022 Page 2
FirstName LastName
3.       We note your response to comment 3, as well as your amended
disclosure. Additionally,
         please amend your disclosure here and in the summary risk factors and
risk factors
         sections to state that, to the extent cash and/or assets in the
business is in the PRC and/or
         Hong Kong or your PRC and/or Hong Kong entities, including TH Hong
         International Limited, Tim Hortons (China) Holdings Co., Tim Hortons
(Shanghai) Food
         and Beverage Co., Ltd., such funds and/or assets may not be available
to fund operations
         or for other use outside of the PRC and/or Hong Kong due to
interventions in or the
         imposition of restrictions and limitations on the ability of you or
your subsidiaries by the
         PRC government to transfer cash and/or assets. On the cover page,
provide cross-
         references to these other discussions. Last, explain what you mean by
"due dates" in your
         discussion of your intent to settle amounts owed, and include a
discussion of such "due
         dates" in the summary section.
4.       We also note your amended disclosure that "THIL and its PRC
subsidiaries are subject to
         various restrictions on intercompany fund transfers and foreign
exchange control."
         Briefly describe these restrictions on the cover page, and provide a
cross-reference to your
         discussion of this issue in your summary, summary risk factors, and
risk factors sections,
         as well. If you have any other cash management policies that dictate
how funds are
         transferred between you and your subsidiaries (e.g., contractual
policies), summarize the
         policies on your cover page and in the prospectus summary, and include
a cross-reference
         on the cover page to the discussion in the prospectus summary.
Questions and Answers about the Business Combination and the Extraordinary
General Meeting,
page viii

5.       Please include a question and answer that explains why the parties
amended the merger
         agreement to reduce the valuation of THIL from $1,688,000,000 to
         Please explain how such agreement affects the various shareholder
contingency groups.
         Please include a discussion of such reduction and the related
interests and reasons in the
         section entitled "Background of the Business Combination."
Q: What happens if a substantial number of public shareholders vote in favor of
the Business
Combination Proposal . . . ?, page xiii

6.       We note your response to comment 4, as well as your amended
disclosure. We note that
         the amended ownership percentages of the sponsor and existing Silver
Crest and THIL
         shareholders no longer add up to 100% prior to accounting for
dilution. Please explain
         why or revise the chart accordingly to ensure that a complete picture
of the company pre-
         dilution is disclosed to investors. Additionally, we note that the
500,000 shares to be
         issued through a PIPE to an affiliate of the sponsor is reflected in
the line item "PIPE
         Investors" instead of the line item "The Sponsor," according to your
disclosures in
         footnotes (10) and (12). Please revise to attribute such shares to the
sponsor in order to
         provide shareholders with a balanced picture of the sponsor's
ownership following the
         business combination, or tell us why you do not think this is
 Yongchen Lu
TH International Limited
April 27, 2022
Page 3
Shareholder loans and capital contributions., page 5

7.       In your discussion of how cash is transferred through your
organization, please provide
         cross-references to the condensed consolidating schedule and the
consolidated financial
Regulatory Matters, page 20

8.       We note your response to comment 6, as well as your disclosure that
"THIL believes that
         it will not be subject to cybersecurity review or reporting
requirements under the
         applicable PRC cybersecurity laws and regulations because it does not
qualify as a critical
         information infrastructure operator and has not conducted any data
processing activities
         that affect or may affect national security or hold personal
information of more than one
         million users following the transfer of control and possession of TH
China Data to
         DataCo." Please update the disclosure, and local counsel's opinion to
the extent
         necessary, to reflect that such data has been transferred to DataCo.
Additionally, please
         ensure your disclosure throughout the proxy statement/prospectus
reflects that such
         transfer has occurred. In this regard, we note your disclosure that
you "expect to rely
         significantly on DataCo" and that you "will pay a service fee to
DataCo" (emphasis
9.       We note your response to comment 8, as well as your amended disclosure
that "If THIL
         fails to receive or maintain any requisite permission or approval from
the CSRC or other
         PRC regulatory authorities for the Business Combination or future
offerings, or the waiver
         for such permission or approval, in a timely manner, or at all . . .
.." Please revise to
         expand this discussion of the consequences to apply to all permissions
or approvals from
         the CSRC, CAC or other PRC regulatory authorities for engaging in the
         Combination, offering your securities, and conducting your operations.
Risk Factors
"The approval and/or other requirements . . . ", page 46

10.    We note your response to comment 12, as well as your amended disclosure
that "the
       Business Combination is not subject to filing requirement under the CSRC
Draft Rules
       (if enacted), because [you] initially filed the registration
statement/proxy statement in
       connection with the Business Combination on September 23, 2021 and the
       explicitly states that the CSRC Draft Rules would not be applied
retrospectively." Please
       revise your disclosure to provide a further analysis explaining why you
would not be
FirstName LastNameYongchen Lu
       subject to the CSRC based on your initial filing date and the Q&A. In
this regard, we note
Comapany     NameTH
       that THIL's     International
                    listing          Limited
                            has not yet occurred despite the initial filing
date and therefore it does
April 27,   appear to be
                Page  3 retrospective in nature.
FirstName LastName
 Yongchen Lu
FirstName   LastNameYongchen  Lu
TH International  Limited
April       NameTH International Limited
       27, 2022
April 427, 2022 Page 4
FirstName LastName
Background of the Business Combination, page 90

11.      We note your response to comment 17. Please revise your disclosure to
clarify whether
         any of the PIPE Investments involve new investors with no preexisting
relationships that
         thereby would generate a fee for UBS and/or BofA, or alternatively
state that all of the
         current PIPE Investors have preexisting relationships.
12.      Please explain why THIL requested "Silver Crest's consent to increase
the amount of such
         [permitted] financing from $30 million to $50 million." In connection
therewith, please
         discuss THIL's issuance of convertible notes on December 9, 2021, the
same date
         that Silver Crest provided its consent to THIL regarding such
permitted financing.
13.      We note your amended disclosure that the parties amended the merger
agreement to
         remove the minimum cash closing condition. Please explain why such
condition was
         removed, including which party initially proposed such removal and the
related reasons or
         concerns for removing such condition. In revising your disclosure,
please address how the
         interests of the parties evolved from the initial negotiation that
accounted for "the
         expected cash needs of THIL in connection with its long-term growth
plans." Please also
         address the extent to which the parties considered redemptions in
negotiating such
14.      We note your amended disclosure that the sponsor "agreed to contribute
to the capital of
         Silver Crest for no consideration 4,312,500 Class B ordinary shares of
Silver Crest and
         4,450,000 warrants to purchase Class A ordinary shares of Silver
Crest." We also note
         that the sponsor currently owns 8,625,000 Silver Crest Class B Shares
and 8,900,000
         private warrants in Silver Crest. Please revise your disclosure to
state that the sponsor has
         agreed to contribute half of its equity upon closing of the business
combination, if true,
         and explain why the sponsor has agreed to forfeit such equity stake in
the combined
         company. Please discuss any negotiations between the sponsor, THIL and
other interested
         parties, and include a discussion of such parties' interests, the
initial contribution amounts
         proposed, the decision to no longer provide warrants to a charitable
foundation and the
         sponsor's decision to invest additional capital in THIL through its
proposed PIPE
         investment of $5,000,000 while also forfeiting certain of its sponsor
shares and private
         placement warrants.
15.      We note your amended disclosure regarding the negotiation of "an
additional $50,000,000
         in pre-merger equity financing." Please revise your disclosure to
clarify that this
         additional equity financing was in addition to the $50,000,000 of
permitted financing that
         Silver Crest consented to on December 9, 2021 and to clarify whether
such "additional
         $50,000,000 in pre-merger equity financing" therefore still remains
available. In this
         regard, it appears that Silver Crest separately consented to the $50
million equity support
         agreement with Shaolin Capital prior to the amendment that includes
such additional
         permitted financing.
 Yongchen Lu
FirstName   LastNameYongchen  Lu
TH International  Limited
April       NameTH International Limited
       27, 2022
April 527, 2022 Page 5
FirstName LastName
16.      Please provide additional discussion of the negotiation of the equity
support agreement
         with Shaolin and the committed equity facility with Shaolin, including
a brief description
         of the "issues that remained outstanding," the dates on which the
agreements were
         executed, and the discounts and/or premiums that THIL offered to each
of such
         institutional investors. Please also disclose that such subscription
amount may not exceed
         the sum of shares purchased in the PIPE investment and 50% of the
public shares that
         have not been redeemed, and explain why.
17.      Please further discuss the negotiation of the PIPE Subscription
Agreements on March 9,
         2022, including why THIL agreed to issue an additional 600,000 shares
to each PIPE
         Investor who pays at least $10,000,000. In this regard, we note that
Peter Yu, Tim
         Hortons Restaurants International GmbH and TenCent Holdings Limited
appear to be
         receiving such consideration according to your disclosure on pages
PIPE Subscription Agreement, page 196

18.      Please revise to include a discussion of Tencent Mobility Limited's
agreement to purchase
         shares per the PIPE Subscription Agreement.
Certain Material U.S. Federal Income Tax Considerations, page 198

19.      We note your response to comment 16. Please delete as inappropriate
the phrase
         "customary assumptions, qualifications and limitations" in the first
paragraph of this
         section. Revise the subheading "Certain Material U.S. Federal Income
         Considerations" and all references thereto to remove the word
"certain." Refer to Section
         III.C.1 of Staff Legal Bulletin No. 19.

20.      To the extent that you have one or more directors, officers or members
of senior
         management located in the PRC/Hong Kong, please (i) state that is the
case and identify
         the relevant individuals in your section entitled "Management
Following the Business
         Combination," and (ii) include a separate "Enforceability" section,
consistent with Item
         101(g) of Regulation S-K, and a risk factor addressing the challenges
of bringing actions
         and enforcing judgments/liabilities against such individuals.
 Yongchen Lu
FirstName   LastNameYongchen  Lu
TH International  Limited
April       NameTH International Limited
       27, 2022
April 627, 2022 Page 6
FirstName LastName
        You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at
3336 if you have questions regarding comments on the financial statements and
matters. Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at
with any other questions.


                                                          Division of
Corporation Finance
                                                          Office of Trade &
cc:      John Owen