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                             December 6, 2022

       Yongchen Lu
       Chief Executive Officer and Director
       TH International Ltd
       2501 Central Plaza
       227 Huangpi North Road
       Shanghai, People   s Republic of China, 200003

                                                        Re: TH International
Ltd
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed November 17,
2022
                                                            File No. 333-267864

       Dear Yongchen 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
November 9, 2022 letter.



       Amendment No. 1 to Registration Statement on Form F-1 filed November 17,
2022

       Cover Page

   1.                                                   We note your response
to comment 1, as well as your revised disclosure in the summary
                                                        and risk factors.
Please disclose here the "effective subscription price of the ESA Shares"
                                                        as of the most recent
practicable trading date, as you do on page 15. Additionally, please
                                                        disclose here that (i)
THIL may be required to pay the ESA Investors the applicable
                                                        reference period
payments and (ii) the ESA Investors have the right, but not the
                                                        obligation, to
accelerate such payments if the VWAP price is "less than $5.00 for any 10
 Yongchen Lu
TH International Ltd
December 6, 2022
Page 2
      VWAP Trading Days (whether or not consecutive) during any consecutive 15
VWAP
      Trading Day period," and disclose whether that is "currently the case,"
as you do on page
      14.
2.    We note your response to comment 3, as well as your revised disclosure
that the sponsor
      purchased its private placement warrants for a total consideration of
$8,900,000. Please
      disclose the price paid per sponsor warrant, and also revise to disclose
the price paid per
      PIPE warrant.
General

3.    To the extent applicable, please revise your prospectus in response to
any relevant
      comments to your Form F-1 filed November 17, 2022, File No. 333-268449.
       You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at
202-551-3222 if
you have any questions.



                                                            Sincerely,
FirstName LastNameYongchen Lu
                                                            Division of
Corporation Finance
Comapany NameTH International Ltd
                                                            Office of Trade &
Services
December 6, 2022 Page 2
cc:       Steve Lin
FirstName LastName