May 13, 2022

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

            Re: Registration Statement on Form F-4 (Registration No.

To whom it may concern:

         Reference is made to the above-referenced registration statement (the
Statement   ) of TH International Limited (the    Issuer   ) under the
Securities Act of 1933, as
amended (the    Securities Act   ) with respect to a proposed business
combination involving a
merger, consolidation, exchange of securities, acquisition of assets, or
similar transaction
involving a special purpose acquisition company and one or more target
companies (the
   Transaction   ). The Registration Statement has not yet been declared
effective as of the date of
this letter.

        This letter is to advise you that, effective as of May  , 2022, our
firm has resigned from,
or ceased or refused to act in, every capacity and relationship in which we
were described in the
Registration Statement as acting or agreeing to act (including, without
limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of Schedule A or
(B) for which
consent is required under Section 7 of the Securities Act) with respect to the

        Therefore, we hereby advise you and the Issuer, pursuant to Section
11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the
meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the
Securities Act) will
be responsible for any part of the Registration Statement. This notice is not
intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within
the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated
thereunder) with
respect to the Transaction.


                                                           rill Lynch (Asia
Pacific) Limited

                                                        By: _______


                                                        Name: M Mark
                                                                       h ill
                                                        Title: Managing

T 852.3508.8888

Merrill Lynch (Asia Pacific) Ltd
A Subsidiary of Bank of America Corporation
55/F, Cheung Kong Center
2 Queen   s Road Central, Central, Hong Kong

A company wholly owned by Bank of America Corporation
 cc:   TH International Limited
      Ms. Tatanisha Meadows, Staff Accountant
      Mr. Adam Phippen, Staff Accountant
      Mr. Brian Fetterolf, Staff Attorney
      Ms. Lilyanna Peyser, Staff Attorney