0001104659-23-067635 | F-4/A | XBRL Viewer

Schedule of prepaid expenses and other current assets


	December 31, 2022	December 31, 2021
Creditable input VAT	69,665,847	50,212,274
Short-term deposits	3,468,215	4,161,725
Receivables from payment processors and aggregators	10,217,082	17,701,386
Prepaid rental expenses	—	15,272,677
Prepaid marketing expenses	11,582,119	14,666,752
Deferred offering costs	—	18,475,035
Others	13,341,468	22,348,446
	108,274,731	142,838,295

Income tax - Components of loss before income taxes (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax
Total	¥ (174,451,488)	¥ (151,262,054)	¥ (744,748,251)	¥ (382,929,166)	¥ (143,060,167)
PRC
Income Tax
Total			(506,323,501)	(371,992,927)	(132,554,844)
Hong Kong
Income Tax
Total			¥ (238,424,750)	¥ (10,936,239)	¥ (10,505,323)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Accounts Receivable, net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Receivable, net

5.	Accounts Receivable, net

Accounts receivable, net consist of the following:


	March 31, 2023	December 31, 2022
Accounts receivable	13,291,297	7,973,229
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)
Accounts receivable, net	11,263,437	5,617,195


	March 31, 2023	March 31, 2022
Beginning balance of the three months ended	2,356,034	—
Reversal of provision	(328,174)	—
Ending balance of the three months ended	2,027,860	—

5.Accounts Receivable, net

Accounts receivable, net of nil of allowance for doubtful accounts consist of the following:


	December 31, 2022	December 31, 2021
Accounts receivable	7,973,229	9,817,292
Less: allowance for doubtful accounts	(2,356,034)	—
Accounts receivable, net	5,617,195	9,817,292


	December 31, 2022	December 31, 2021
Beginning balance	—	—
Provision	2,356,034	—
Ending balance	2,356,034	—

Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Consolidated Statements of Changes in Shareholders' Equity
Fair value changes of convertible notes due to instrument-specific credit risk, tax	¥ 0	¥ 0	¥ 0
Foreign currency translation adjustment, tax	¥ 0	¥ 0	0
Unrealized gain on short-term investment, tax			¥ 0

Parent Only Financial Information - Condensed Statements of Cash Flows (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	¥ (85,359,921)	¥ (119,054,517)	¥ (286,928,364)	¥ (244,966,008)	¥ (145,772,833)
Net cash used in investing activities	50,238,307	(124,263,511)	(705,172,351)	(335,277,355)	(144,747,183)
Net cash provided by financing activities	163,982,695	64,691,616	827,159,660	797,997,739	221,124,998
Effect of foreign currency exchange rate changes on cash	(3,368,197)	(2,370,357)	13,181,099	(1,790,729)	(16,173,085)
Net increase/(decrease) in cash	125,492,884	(180,996,769)	(151,759,956)	215,963,647	(85,568,103)
Cash at beginning of the period	239,077,430	390,837,386	390,837,386	174,873,739	260,441,842
Cash at end of the period	364,570,314	209,840,617	239,077,430	390,837,386	174,873,739
Supplemental disclosure of non-cash investing and financing activities:
Accrued offering costs paid by subsidiaries of TH International Limited			4,039,468	9,164,827
Reportable Legal Entities \| Pangaea Two Acquisition Holdings XXIIB, Ltd
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities			(7,345,572)	(1,122,560)	(8,690,319)
Net cash used in investing activities			(895,671,288)	(294,289,816)	(322,209,625)
Net cash provided by financing activities			621,610,726	597,662,648	221,124,998
Effect of foreign currency exchange rate changes on cash			(2,424,651)	2,788,102	(10,113,157)
Net increase/(decrease) in cash			(283,830,785)	305,038,374	(119,888,103)
Cash at beginning of the period	¥ 29,472,174	¥ 313,302,959	313,302,959	8,264,585	128,152,688
Cash at end of the period			29,472,174	313,302,959	¥ 8,264,585
Supplemental disclosure of non-cash investing and financing activities:
Accrued offering costs paid by subsidiaries of TH International Limited			¥ 4,039,468	¥ 3,623,684

Bank borrowings

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Bank borrowings

11.	Bank Borrowings


	March 31, 2023	December 31, 2022
Short-term borrowings	442,982,022	386,819,972
Long-term borrowings due within one year	8,925,182	20,987,521
Total current bank borrowings	451,907,204	407,807,493


	March 31, 2023	December 31, 2022
Total Long-term bank borrowings	16,694,698	29,787,537
Less: Long-term borrowings due within one year	(8,925,182)	(20,987,521)
Long-term borrowings due after one year	7,769,516	8,800,016

The Company’s subsidiaries entered into RMB and USD denominated credit facility agreements with commercial banks in the PRC, which allow the Company to draw down borrowings up to RMB744,264,194 and US$10,000,000 (equivalent to RMB68,717,000) as of March 31, 2023. As of March 31, 2023, the unused credit limits under credit facility agreements were RMB423,304,474.

As of March 31, 2023 and December 31, 2022, the outstanding short-term bank borrowings balance under those credit facility agreements bore interest rates ranging from 3.5% to 4.4% and 3.5% to 4.5% per annum, respectively.

As of March 31, 2023 and December 31, 2022, the outstanding long-term bank borrowings balance under those credit facility agreements bore interest rates ranging from 4.2% to 4.6% and 4.2% to 4.6% per annum, respectively.

The aggregate maturities of the above long-term bank borrowings for each period subsequent to March 31, 2023 are summarized as follows:


		RMB
Twelve months ending March 31, 2024		8,925,182
2025		5,179,434
2026		2,590,082
		16,694,698

11.Bank Borrowings


	December 31, 2022	December 31, 2021
Short-term borrowings	386,819,972	188,959,323
Long-term borrowings due within one year	20,987,521	3,096,000
Total current bank borrowings	407,807,493	192,055,323


	December 31, 2022	December 31, 2021
Total Long-term bank borrowings	29,787,537	14,999,452
Less: Long-term borrowings due within one year	(20,987,521)	(3,096,000)
Long-term borrowings due after one year	8,800,016	11,903,452

The Company’s subsidiaries entered into RMB denominated credit facility agreements with commercial banks in the PRC, which allow the Company to draw down borrowings up to RMB 896,604,194 and USD10,000,000 (equivalent to RMB69,415,215) as of December 31, 2022. As of December 31, 2022, the unused credit limits under credit facility agreements were RMB549,411,900.

As of December 31, 2022 and 2021, the outstanding short-term bank borrowings balance under those credit facility agreements bore interest rates ranging from 3.5% to 4.5% and 3.9% to 4.5% per annum, respectively.

As of December 31, 2022 and 2021, the outstanding long-term bank borrowings balance under those credit facility agreements bore interest rates ranging from 4.2% to 4.6% and 4.2% per annum, respectively.

The aggregate maturities of the above long-term bank borrowings for each year subsequent to December 31, 2022 are summarized as follows:


		RMB
2023		20,987,521
2024		7,410,534
2025		1,389,482
Thereafter		—
		29,787,537

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of other current liabilities


		March 31, 2023	December 31, 2022

Accrued payroll and employee-related costs		71,949,080	88,469,812
Payable for acquisition of property and equipment		132,515,365	139,578,631
Guarantee deposits		8,765,000	11,695,000
Accrued marketing expenses		9,991,675	11,901,810
Sundry taxes payable		6,256,685	6,707,784
Accrued professional service fees		27,425,713	9,076,767
Accrued offering costs	(i)	5,909,662	4,039,468
Accrued rental expenses		—	4,242,805
Other accrual expenses		49,126,885	34,742,278
		311,940,065	310,454,355

(i)

In August 2022, the Company entered into a professional services contract with a financial intermediary firm pursuant to which, the firm provided professional services to the Company in connection with Merger Transactions and the Company is obligated to pay a service fee of US$3,000,000. Under the agreement, the Company settled US$1,000,000 of the service fee in cash in October 2022 and has an option at its sole discretion to settle the remaining US$2,000,000 of the service fee in year 2023 either in cash or by issuing 200,000 ordinary Shares of the Company when certain conditions were met upon the consummation of the Merger Transactions on September 28, 2022. The Company accounted for the option to settle such service fee in ordinary shares as a liability-settled share-based payment. The option is re-measured at fair value periodically until the settlement of payment.


		December 31, 2022	December 31, 2021

Accrued payroll and employee-related costs		88,469,812	47,194,542
Payable for acquisition of property and equipment		139,578,631	172,981,034
Guarantee deposits		11,695,000	6,620,000
Accrued marketing expenses		11,901,810	10,639,627
Sundry taxes payable		6,707,784	2,329,431
Accrued professional service fees		9,076,767	8,205,320
Accrued offering costs	⁽ⁱ⁾	4,039,468	9,164,827
Accrued rental expenses		4,242,805	3,210,387
Other accrual expenses		34,742,278	25,733,407
		310,454,355	286,078,575

(i)

Description of Business (Details) - store	3 Months Ended	12 Months Ended
Description of Business (Details) - store	Mar. 31, 2023	Dec. 31, 2022
Description of Business
Initial contractual term		20 years
Extension term		10 years
Number of Horton stores	648	617
Shanghai
Description of Business
Number of stores	192	192
Beijing
Description of Business
Number of stores	78	78
Hangzhou
Description of Business
Number of stores	49	51
Shenzhen
Description of Business
Number of stores	28	28
Guangzhou
Description of Business
Number of stores	26	26
Chengdu
Description of Business
Number of stores	22	24
Nanjing
Description of Business
Number of stores	24	22
Chongqing, Wuhan, Xi'an, Xiamen, Dalian, etc.
Description of Business
Number of stores	132	126
Company owned and operated stores
Description of Business
Number of stores	551	547
Franchised stores
Description of Business
Number of stores	97	70

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of the effect on the consolidated balance sheet as a result of adopting ASC 842.

Schedule of cash


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

Related Parties (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Related Parties (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
General and administrative expenses from transactions with a related party	¥ 10,802,069	¥ 7,036,697	¥ 7,036,697	¥ 0	¥ 160,532
Service fee	150,000	100,000	550,000	0	0
Continuing franchise fee to Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions	10,802,069	7,036,697	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions	2,543,422	2,673,156	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp
Related Party Transaction [Line Items]
Amount of transactions	12,132,140	15,712,579	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI
Related Party Transaction [Line Items]
Amount of transactions	2,939,434	1,751,622		428,148
Consulting services provided by Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions					160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd
Related Party Transaction [Line Items]
Amount of transactions			7,206,906
Service fee	150,000	100,000	550,000	0	0
Expenses capitalized in property plant and equipment	¥ 2,789,434	¥ 1,651,622	6,656,906	¥ 0	¥ 0
Reimbursements to Cartesian Capital Group, LLC
Related Party Transaction [Line Items]
Amount of transactions			¥ 1,845,960

Consolidated Statements of Changes in Shareholders' Equity - CNY (¥)	Common Stock [Member] L&L Tomorrow Holdings Limited	Common Stock [Member] THC Hope IB Limited	Common Stock [Member]	Additional paid-in capital L&L Tomorrow Holdings Limited	Additional paid-in capital	Subscription receivables	Accumulated losses	Accumulated other comprehensive income	Total equity attributable to shareholders of the Company L&L Tomorrow Holdings Limited	Total equity attributable to shareholders of the Company	Non-controlling interests	L&L Tomorrow Holdings Limited	Total
Balance at beginning at Dec. 31, 2019			¥ 6,412		¥ 636,537,437	¥ (192,363,000)	¥ (113,807,634)	¥ 36,392,935		¥ 366,766,150	¥ 5,825,542		¥ 372,591,692
Balance at beginning (in shares) at Dec. 31, 2019			106,429,741
Net loss							(141,999,507)			(141,999,507)	(1,060,660)		(143,060,167)
Foreign currency translation adjustment, net of nil income taxes								2,788,426		2,788,426			2,788,426
Issuance of shares			¥ 101		10,089,000					10,089,101			10,089,101
Issuance of shares (in shares)			1,596,446
Settlement of subscription receivable					(1,719,802)	¥ 192,363,000				190,643,198			190,643,198
Balance at ending at Dec. 31, 2020			¥ 6,513		644,906,635		(255,807,141)	39,181,361		428,287,368	4,764,882		433,052,250
Balance at ending (in shares) at Dec. 31, 2020			108,026,187
Net loss							(381,721,019)			(381,721,019)	(1,208,147)		(382,929,166)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes								(548,029)		(548,029)			(548,029)
Foreign currency translation adjustment, net of nil income taxes								(2,889,641)		(2,889,641)			(2,889,641)
Issuance of shares			¥ 984		292,408,638					292,409,622			292,409,622
Issuance of shares (in shares)			16,167,742
Balance at ending at Dec. 31, 2021			¥ 7,497		937,315,273		(637,528,160)	35,743,691		335,538,301	3,556,735		339,095,036
Balance at ending (in shares) at Dec. 31, 2021			124,193,929
Net loss							(150,616,326)			(150,616,326)	(645,728)		(151,262,054)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes								(330,112)		(330,112)			(330,112)
Foreign currency translation adjustment, net of nil income taxes								485,154		485,154			485,154
Balance at ending at Mar. 31, 2022			¥ 7,497		937,315,273		(788,144,486)	35,898,733		185,077,017	2,911,007		187,988,024
Balance at ending (in shares) at Mar. 31, 2022			116,691
Balance at beginning at Dec. 31, 2021			¥ 7,497		937,315,273		(637,528,160)	35,743,691		335,538,301	3,556,735		339,095,036
Balance at beginning (in shares) at Dec. 31, 2021			124,193,929
Net loss							(742,645,232)			(742,645,232)	(2,103,019)		(744,748,251)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes								(1,520,393)		(1,520,393)			(1,520,393)
Foreign currency translation adjustment, net of nil income taxes								(19,356,001)		(19,356,001)			(19,356,001)
Unrealized gain on short-term investment, net of nil income taxes								2,133,528		2,133,528			2,133,528
Transaction cost of Merger and PIPE Transactions					(85,728,299)					(85,728,299)			(85,728,299)
Equity financing through Merger Transaction			¥ 380		(37,625,574)					(37,625,194)			(37,625,194)
Equity financing through Merger Transaction (in shares)			5,693,636
Equity financing through PIPE Transaction			¥ 338		312,871,174					312,871,512			312,871,512
Equity financing through PIPE Transaction (in shares)			5,050,000
Equity financing through ESA Transaction			¥ 334		267,361,986					267,362,320			267,362,320
Equity financing through ESA Transaction (in shares)			5,000,000
Issuance of shares	¥ 11		¥ 56	¥ 9,964,474	21,656,644				¥ 9,964,485	21,656,700		¥ 9,964,485	21,656,700
Issuance of shares (in shares)	174,544	8,242,983	826,446
Capital contribution from shareholders					1,777,675					1,777,675			1,777,675
Stock-based compensation					44,421,298					44,421,298			44,421,298
Balance at ending at Dec. 31, 2022			¥ 8,616		1,472,014,651		(1,380,173,392)	17,000,825		108,850,700	1,453,716		110,304,416
Balance at ending (in shares) at Dec. 31, 2022			149,181,538
Net loss							(174,884,633)			(174,884,633)	433,145		(174,451,488)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes								(2,607,294)		(2,607,294)			(2,607,294)
Foreign currency translation adjustment, net of nil income taxes								1,029,466		1,029,466			1,029,466
Unrealized gain on short-term investment, net of nil income taxes								700,163		700,163			700,163
Transaction cost of Merger and PIPE Transactions					(1,924,076)					(1,924,076)			(1,924,076)
Stock-based compensation					3,160,986					3,160,986			3,160,986
Balance at ending at Mar. 31, 2023			¥ 9,358		¥ 1,639,068,548		¥ (1,555,058,025)	¥ 16,123,160		¥ 100,143,041	¥ 1,886,861		¥ 102,029,902
Balance at ending (in shares) at Mar. 31, 2023			160,648,112

Other Non-Current Assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Non-Current Assets
Long-term rental deposits	¥ 80,362,581	¥ 82,270,359	¥ 67,311,223

Loss Per Share - Antidilutive (Details) - shares	3 Months Ended		12 Months Ended
Loss Per Share - Antidilutive (Details) - shares	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrant [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	22,900,000	22,900,000	22,900,000
Earn out Shares [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	14,000,000	14,000,000	14,000,000
Original Option Units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	8,121,227	7,848,887	8,217,559	7,850,915	5,886,303
Additional Option Units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	360,440	401,439	374,334	270,527
Restricted share units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	1,738,338	1,738,338	1,738,338	1,738,338	1,738,338
Liability-settled share-based award to non-employee
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	200,000		200,000
Convertible notes
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	6,752,041	6,752,041	6,752,041	6,752,041
Earn in Shares [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	1,400,000		1,400,000

Contract Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of contract liabilities


	December 31, 2022	December 31, 2021
Deferred revenue related to customer loyalty program	12,179,748	8,312,436
Advance from customers related to coupons and gift cards	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	750,618	230,968
Others	618,700	377,358
	22,122,305	14,129,311

Schedule of contract liabilities - non-current


	December 31, 2022	December 31, 2021

Deferred revenue related to upfront franchise fees received from sub-franchisees	3,311,176	970,486

Summary of Significant Accounting Policies - Risks and concentration (Details)	Mar. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 HKD ($)	Dec. 31, 2021 CNY (¥)
Summary of Significant Accounting Policies
Bank deposits are insured by the government authority	¥ 11,992,649	¥ 11,631,710		¥ 7,266,814
Mainland of PRC
Summary of Significant Accounting Policies
Bank deposits are insured by the government authority	¥ 500,000	¥ 500,000
Hongkong
Summary of Significant Accounting Policies
Bank deposits are insured by the government authority \| $			$ 500,000

Convertible notes, at fair value (Details)		12 Months Ended
Convertible notes, at fair value (Details)	Dec. 10, 2021 USD ($)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 CNY (¥)
Debt Instrument [Line Items]
Cash proceeds from issuance \| ¥			¥ 312,092,172
Adjusted conversion price \| $ / shares		$ 10.85
Convertible notes
Debt Instrument [Line Items]
Aggregate principal amount \| $	$ 50,000,000
Discount rate	2.00%
Cash proceeds from issuance \| $	$ 49,000,000
Expected term of occurrence of merger	24 months
Initial conversion price \| $ / shares		$ 11.50
Redemption price as percentage of principal amount		102.00%
Convertible notes \| Prior to
Debt Instrument [Line Items]
PIK interest rate		9.00%
Interest rate		7.00%
Convertible notes \| After
Debt Instrument [Line Items]
PIK interest rate		12.00%
Interest rate		10.00%

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of intangible assets, net


	Amortization
	Period (years)	December 31, 2022	December 31, 2021
Franchise right – authorized by THRI	20	69,646,000	63,757,000
Franchise right – upfront franchise fees	2 – 12	51,035,322	28,156,287
Less: accumulated amortization		(24,663,009)	(14,319,607)
Intangible assets, net		96,018,313	77,593,680

Schedule of estimated future amortization expenses related to the intangible assets


Year ending December 31, 2023		11,511,475
2024		11,361,548
2025		11,069,647
2026		10,139,360
2027		8,665,568
Thereafter		43,270,715
		96,018,313

Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Other Current Liabilities

16.Other Current Liabilities

Other current liabilities consist of the following:


		December 31, 2022	December 31, 2021

Accrued payroll and employee-related costs		88,469,812	47,194,542
Payable for acquisition of property and equipment		139,578,631	172,981,034
Guarantee deposits		11,695,000	6,620,000
Accrued marketing expenses		11,901,810	10,639,627
Sundry taxes payable		6,707,784	2,329,431
Accrued professional service fees		9,076,767	8,205,320
Accrued offering costs	⁽ⁱ⁾	4,039,468	9,164,827
Accrued rental expenses		4,242,805	3,210,387
Other accrual expenses		34,742,278	25,733,407
		310,454,355	286,078,575

(i)

Parent Only Financial Information - Condensed Balance Sheets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	¥ 364,570,314	¥ 239,077,430	¥ 390,837,386
Short-term investment	249,000,432	372,375,701
Prepaid expenses and other current assets	115,519,301	108,274,731	142,838,295
Total current assets	811,624,371	796,812,574	585,972,376
Non-current assets
Intangible assets, net	130,874,067	96,018,313	77,593,680
Total non-current assets	1,867,789,466	1,845,197,426	698,920,134
Total assets	2,679,413,837	2,642,010,000	1,284,892,510
Current liabilities
Derivative financial liabilities	151,177,400	269,251,436
Other current liabilities	311,940,065	310,454,355	286,078,575
Total current liabilities	1,260,768,665	1,318,262,369	567,289,615
Non-current liabilities
Derivative financial liabilities	77,100,474	19,083,004
Convertible notes, at fair value	366,261,610	354,080,264	318,466,215
Total non-current liabilities	1,316,615,270	1,213,443,215	378,507,859
Total liabilities	2,577,383,935	2,531,705,584	945,797,474
Shareholders' equity
Ordinary shares (US$0.0000094 par value, 500,000,000 shares authorized, 149,181,538 shares and 140,938,555 shares issued and outstanding as of December 31, 2022, respectively, 124,193,929 shares issued and outstanding as of December 31, 2021)	9,358	8,616	7,497
Additional paid-in capital	1,639,068,548	1,472,014,651	937,315,273
Accumulated losses	(1,555,058,025)	(1,380,173,392)	(637,528,160)
Accumulated other comprehensive income	16,123,160	17,000,825	35,743,691
Treasury shares
Total equity attributable to shareholders of the Company	100,143,041	108,850,700	335,538,301
Total liabilities and shareholders' equity	¥ 2,679,413,837	2,642,010,000	1,284,892,510
Reportable Legal Entities \| Pangaea Two Acquisition Holdings XXIIB, Ltd
Current assets
Cash		29,472,174	313,302,959
Short-term investment		372,375,701
Amounts due from subsidiaries		298,205,305	279,221,856
Prepaid expenses and other current assets		3,656,415	18,475,035
Total current assets		703,709,595	610,999,850
Non-current assets
Intangible assets, net		53,685,458	52,333,871
Total non-current assets		53,685,458	52,333,871
Total assets		757,395,053	663,333,721
Current liabilities
Derivative financial liabilities		269,251,436
Other current liabilities		6,129,649	9,329,205
Total current liabilities		275,381,085	9,329,205
Non-current liabilities
Derivative financial liabilities		19,083,004
Convertible notes, at fair value		354,080,264	318,466,215
Total non-current liabilities		373,163,268	318,466,215
Total liabilities		648,544,353	327,795,420
Shareholders' equity
Ordinary shares (US$0.0000094 par value, 500,000,000 shares authorized, 149,181,538 shares and 140,938,555 shares issued and outstanding as of December 31, 2022, respectively, 124,193,929 shares issued and outstanding as of December 31, 2021)		8,616	7,497
Additional paid-in capital		1,472,014,651	937,315,273
Accumulated losses		(1,380,173,392)	(637,528,160)
Accumulated other comprehensive income		17,000,825	35,743,691
Total equity attributable to shareholders of the Company		108,850,700	335,538,301
Total liabilities and shareholders' equity		¥ 757,395,053	¥ 663,333,721

Commitments and Contingencies - Additional information (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies
Upfront franchise fees	¥ 2,543,422	¥ 2,673,136	¥ 23,553,799	¥ 24,265,373
Continuing Franchise Fees	10,802,069	¥ 7,036,697	31,882,569	15,576,324
Accrued franchise fees	¥ 23,360,192		¥ 10,390,081	¥ 6,863,322

Bank Borrowings

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Bank borrowings

11.	Bank Borrowings


	March 31, 2023	December 31, 2022
Short-term borrowings	442,982,022	386,819,972
Long-term borrowings due within one year	8,925,182	20,987,521
Total current bank borrowings	451,907,204	407,807,493


	March 31, 2023	December 31, 2022
Total Long-term bank borrowings	16,694,698	29,787,537
Less: Long-term borrowings due within one year	(8,925,182)	(20,987,521)
Long-term borrowings due after one year	7,769,516	8,800,016

The aggregate maturities of the above long-term bank borrowings for each period subsequent to March 31, 2023 are summarized as follows:


		RMB
Twelve months ending March 31, 2024		8,925,182
2025		5,179,434
2026		2,590,082
		16,694,698

11.Bank Borrowings


	December 31, 2022	December 31, 2021
Short-term borrowings	386,819,972	188,959,323
Long-term borrowings due within one year	20,987,521	3,096,000
Total current bank borrowings	407,807,493	192,055,323


	December 31, 2022	December 31, 2021
Total Long-term bank borrowings	29,787,537	14,999,452
Less: Long-term borrowings due within one year	(20,987,521)	(3,096,000)
Long-term borrowings due after one year	8,800,016	11,903,452

The aggregate maturities of the above long-term bank borrowings for each year subsequent to December 31, 2022 are summarized as follows:


		RMB
2023		20,987,521
2024		7,410,534
2025		1,389,482
Thereafter		—
		29,787,537

Bank Borrowings (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of bank borrowings


	March 31, 2023	December 31, 2022
Short-term borrowings	442,982,022	386,819,972
Long-term borrowings due within one year	8,925,182	20,987,521
Total current bank borrowings	451,907,204	407,807,493


	March 31, 2023	December 31, 2022
Total Long-term bank borrowings	16,694,698	29,787,537
Less: Long-term borrowings due within one year	(8,925,182)	(20,987,521)
Long-term borrowings due after one year	7,769,516	8,800,016


	December 31, 2022	December 31, 2021
Short-term borrowings	386,819,972	188,959,323
Long-term borrowings due within one year	20,987,521	3,096,000
Total current bank borrowings	407,807,493	192,055,323


	December 31, 2022	December 31, 2021
Total Long-term bank borrowings	29,787,537	14,999,452
Less: Long-term borrowings due within one year	(20,987,521)	(3,096,000)
Long-term borrowings due after one year	8,800,016	11,903,452

Schedule of aggregate maturities of the long-term bank borrowings


		RMB
2023		20,987,521
2024		7,410,534
2025		1,389,482
Thereafter		—
		29,787,537

Merger Transaction and Related Financing Transactions

12 Months Ended

Dec. 31, 2022

Merger Transaction and Related Financing Transactions

Merger Transaction and Related Financing Transactions

2.Merger Transaction and Related Financing Transactions

Merger Transaction

On August 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Miami Swan Ltd, a wholly-owned subsidiary of the Company which was established for merger purpose (“Merger Sub”) and Silver Crest Acquisition Corporation (“SPAC”), a blank check company incorporated on September 3, 2020, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On January 19, 2021, the SPAC consummated the Initial Public Offering, raising gross proceeds of US$345,000,000. Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Law”), at the closing, Merger Sub merged with and into SPAC (the “First Merger”), with SPAC surviving the First Merger as a wholly owned subsidiary of the Company. Immediately following the consummation of the First Merger and as part of the same overall transaction, SPAC merged with and into the Company (the “Second Merger” and together with the First Merger, the “Mergers”), with the Company surviving the Second Merger (the “Merger Transaction”). The Merger Transaction was consummated on September 28, 2022 (the “Closing Date”).

2.Merger Transaction and Related Financing Transactions (continued)

Upon the consummation of the Merger Transaction, (i) 116,855 issued ordinary shares of the Company held by certain existing shareholders of the Company before the Merger Transaction (the “Existing Shareholders”) were subdivided using the exchange ratio of approximately 1,064.3 into 124,368,473 ordinary shares. As a result, the par value of ordinary shares was updated from US$0.01 to US$0.00000939586994067732. All applicable share and per share amounts in the consolidated financial statements have been retrospectively adjusted to reflect the effects of the stock split; (ii) 7,745 issued ordinary shares of the Company held by THC Hope IB Limited, a trust established to hold securities on behalf of certain employee and members of management, were subdivided using the exchange ratio of approximately 1,064.3 into 8,242,983 ordinary shares; (iii) the Company issued 5,693,636 ordinary shares in exchange of 1,381,136 Class A ordinary shares of SPAC held by public shareholders of the SPAC and 4,312,500 Class B ordinary shares of SPAC held by Silver Crest Management LLC (the “Sponsor”), among which 1,400,000 ordinary shares owned by the Sponsor were unvested and subject to forfeiture, only to be vested upon the Company’s future share price reaching certain price threshold (the “Earn-in Shares”). On the fifth anniversary of the Closing Date, the Earn-in Shares will be forfeited if certain price threshold are not met. The Company concluded that the Earn-in Shares to be classified as equity under ASC 815 because the instruments are considered to be indexed to the Company’s own stock and qualify for equity classification. The fair value of the Earn-in Shares was US$5,900,000 (equivalent to RMB41,953,130) as of September 28, 2022, and was accounted for as additional paid-in capital; (iv) the Company issued 17,250,000 Warrants in exchange of the warrants of SPAC held by public shareholders (the “Public Warrants”), and issued 4,450,000 Warrants to the Sponsor in exchange of warrants of SPAC held by the Sponsor (the “Sponsor Warrants”).

The Company also commits to issue up to 14,000,000 ordinary shares to the Existing Shareholders upon the Company’s future share price reaching certain price threshold (the “Earn-out Shares”). The Earn-out Shares will expire five years from the Closing Date. The Company concluded that the Earn-out Shares to be classified as equity under ASC 815 because the instruments are considered to be indexed to the Company’s own stock and qualify for equity classification. The fair value of the Earn-out Shares was US$59,000,000 (equivalent to RMB419,531,300) as of September 28, 2022, and was accounted for as additional paid-in capital.

The controlling shareholders of the Company before the Merger Transaction remained the controlling shareholders of the surviving company after the Merger Transaction. The Company was determined to be the accounting acquirer given the Company effectively controlled the combined companies after the Merger Transaction. The Merger Transaction is not a business combination because the SPAC did not carry out a business since its incorporation and did not have inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs. As a result, the Merger Transaction is accounted for as issuance of ordinary shares and warrants by the Company in exchange of cash of the SPAC. Upon the consummation of the Merger Transaction, the Company acquired cash from the SPAC in the amount of US$3,408,651 (equivalent to RMB24,237,896) and issued warrant liabilities in the amount of US$8,700,000 (equivalent to RMB61,863,090).

Upon the consummation of the Merger Transaction, the Company also completed the following financing transactions:

(i) The Company issued 5,050,000 ordinary shares and 1,200,000 Warrants (the “PIPE Warrants,” and collectively with the Public Warrants and the Sponsor Warrants, the “Warrants”) to a number of investors (the “PIPE Investors”) for a total consideration of US$44,500,100 (the “PIPE Transaction”). The Company received gross proceeds of US$44,500,100 (equivalent to RMB316,426,861) on September 29, 2022. The proceeds were allocated between PIPE Warrants and ordinary shares by using residual method. PIPE Warrants were recognized at fair value on September 28, 2022 and the difference between total proceeds and fair value of PIPE Warrants was allocated to ordinary shares. PIPE Warrants were accounted for as liabilities and measured at fair value in accordance with ASC 815, with fair value changes recognized in the Consolidated Statement of Operations (See Note 15).

2.Merger Transaction and Related Financing Transactions (continued)

(ii) The Company issued 5,000,000 ordinary shares to Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (collectively, “ESA Investors”) pursuant to Equity Support Agreement (“ESA Agreement”) entered into on March 8, 2022 and as amended on July 28, 2022, concurrently with receipt of the subscription price of US$50,000,000 (equivalent to RMB355,535,000) paid by the ESA investors, which were deposited into a collateral account established in the name of the Company (the “ESA Transaction”). The Company is unable to withdraw or transfer the cash in the collateral account without consent from Shaolin Capital Management LLC (“Shaolin”). Before issuance of 5,000,000 ordinary Shares to ESA Investors and receipt of subscription price of US$50,000,000, the Company made payment of US$3,166,667 in cash as deposits to the collateral account. The cash and related interest income in the collateral account will be released to the Company and ESA Investors within 245 calendar days after the Closing Date in accordance with the mechanism set out in ESA Agreement (see Note 15). The Company incurred and paid offering cost of US$650,000 (equivalent to RMB4,621,955) in connection with this transaction which was recognized in general and administrative expenses for the year ended December 31, 2022.

(iii) The Company is obligated to issue to CF Principal Investment LLC (“Cantor”) a number of ordinary shares equal to the quotient obtained by dividing (1) US$3,000,000 and (2) the fair market value of the ordinary shares (“Commitment Shares”) pursuant to Ordinary Share Purchase Agreement entered into between the Company and Cantor (also see Note 22). In accordance with such agreement, based on the Company’s notification from time to time, Cantor will purchase from the Company with per share purchase price equal to 97% of the dollar volume-weighted average price for the ordinary shares on the Nasdaq Stock Market over a specified time period, up to US$100,000,000 in aggregate gross purchase price of newly issued ordinary shares during the 36 months beginning from the effective date of initial registration statement filed with the U.S. Securities and Exchange Commission. The Company issued 826,446 ordinary shares as consideration for the Commitment Shares of US$3,000,000 (equivalent to RMB21,656,700), with a corresponding amount recognized in general and administrative expenses for the year ended December 31, 2022.

(iv) The Company entered into an Option Agreement by and between, on the one hand, Pangaea Two Acquisition Holdings XXIIB, Ltd. and Pangaea Two Acquisition Holdings XXIIA, Ltd., and, on the other hand, Sona Credit Master Fund Limited (“Sona”) pursuant to which Sona shall have the options to acquire 200,000 ordinary shares of the Company from Pangaea Two Acquisition Holdings XXIIB, Ltd. at a purchase price of US$11.50 per share.

The key terms of this option are summarized as follows:

The options may be exercised, at the sole discretion of Sona, in whole or in part from the time to time within 5 years counting from the date of the consummation of Merger Transaction.

The options may be cancelled, at the option of Pangaea Two Acquisition Holdings XXIIA, at any time during the Exercise Period, upon no less than 30 days’ notice to the Investor, at a price of $0.01 per Option Share if the last reported sales price of the ordinary shares has been at least $18.00 per share on each of 20 trading days within any 30 trading-day period commencing once the options become exercisable and ending on the third (3rd) trading day prior to the date on which notice of cancellation is given.

The fair value of the options was US$250,000 (equivalent to RMB1,777,675) as of September 28, 2022, and was treated as capital contribution from shareholders because the options were granted to facilitate the consummation of financing transactions on behalf of the Company, and recorded in additional paid-in capital with a corresponding amount recognized in general and administrative expenses for the year ended December 31, 2022.

The ordinary shares and Public Warrants began trading on the Nasdaq Capital Market under the symbols “THCH” and “THCHW”, respectively, on September 29, 2022.

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Property and Equipment, Net

8.	Property and Equipment, Net

Property and equipment, net, consist of the following:


	March 31, 2023	December 31, 2022
Furniture and office equipment	63,236,732	57,867,896
Kitchen equipment	203,789,191	199,362,443
Software	61,542,266	56,181,672
Leasehold improvements	616,069,238	602,788,920
Construction in progress	49,852,500	22,971,178
Property and equipment, gross	994,489,927	939,172,109
Less: accumulated depreciation	(247,417,019)	(214,000,566)
Less: accumulated impairment loss	(4,428,675)	(5,135,573)
Property and equipment, net	742,644,233	720,035,970

Depreciation and amortization related to property and equipment was RMB35,414,448 and RMB29,268,742 for the three months ended March 31, 2023 and 2022, respectively.

Impairment loss was RMB4,418,278 and RMB1,892,422 for the three months ended March 31, 2023 and 2022, respectively.

8.Property and Equipment, Net

Property and equipment, net, consist of the following:


	December 31, 2022	December 31, 2021
Furniture and office equipment	57,867,896	44,636,186
Kitchen equipment	199,362,443	151,405,306
Software	56,181,672	30,171,796
Leasehold improvements	602,788,920	408,353,529
Construction in progress	22,971,178	15,747,154
Property and equipment, gross	939,172,109	650,313,971
Less: accumulated depreciation	(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(5,135,573)	—
Property and equipment, net	720,035,970	554,015,231

Depreciation and amortization related to property and equipment was RMB124,083,503, RMB67,512,655, and RMB23,702,255 for the years ended December 31, 2022, 2021 and 2020, respectively.

Impairment loss was RMB7,222,765, RMB1,001,880 and nil for the years ended December 31, 2022, 2021 and 2020.

Bank borrowings (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of bank borrowings


	March 31, 2023	December 31, 2022
Short-term borrowings	442,982,022	386,819,972
Long-term borrowings due within one year	8,925,182	20,987,521
Total current bank borrowings	451,907,204	407,807,493


	March 31, 2023	December 31, 2022
Total Long-term bank borrowings	16,694,698	29,787,537
Less: Long-term borrowings due within one year	(8,925,182)	(20,987,521)
Long-term borrowings due after one year	7,769,516	8,800,016


	December 31, 2022	December 31, 2021
Short-term borrowings	386,819,972	188,959,323
Long-term borrowings due within one year	20,987,521	3,096,000
Total current bank borrowings	407,807,493	192,055,323


	December 31, 2022	December 31, 2021
Total Long-term bank borrowings	29,787,537	14,999,452
Less: Long-term borrowings due within one year	(20,987,521)	(3,096,000)
Long-term borrowings due after one year	8,800,016	11,903,452

Schedule of aggregate maturities of the long-term bank borrowings


		RMB
2023		20,987,521
2024		7,410,534
2025		1,389,482
Thereafter		—
		29,787,537

Other Current Liabilities (Details)	1 Months Ended			3 Months Ended	12 Months Ended
Other Current Liabilities (Details)	Oct. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) shares	Aug. 31, 2022 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥) shares	Dec. 31, 2022 USD ($)	Mar. 31, 2023 CNY (¥) shares	Dec. 31, 2021 CNY (¥)
Other Current Liabilities
Accrued payroll and employee-related costs					¥ 88,469,812		¥ 71,949,080	¥ 47,194,542
Payable for acquisition of property and equipment					139,578,631		132,515,365	172,981,034
Guarantee deposits					11,695,000		8,765,000	6,620,000
Accrued marketing expenses					11,901,810		9,991,675	10,639,627
Sundry taxes payable					6,707,784		6,256,685	2,329,431
Accrued professional service fee					9,076,767		27,425,713	8,205,320
Accrued offering costs					4,039,468		5,909,662	9,164,827
Accrued rental expenses					4,242,805			3,210,387
Other accrual expenses					34,742,278		49,126,885	25,733,407
Total other current liabilities					310,454,355		¥ 311,940,065	¥ 286,078,575
Service fees \| $	$ 1,000,000	$ 2,000,000	$ 3,000,000	$ 2,000,000
Fair value of the options granted					¥ 4,039,468	$ 580,000
Ordinary shares, issued \| shares		200,000	200,000		149,181,538		160,648,112

Other non-current liabilities (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other non-current liabilities
Deferred contingent consideration	¥ 65,968,319
Asset retirement obligations	7,920,322	¥ 7,658,309
Other liabilities	249,750	261,643
Other Liabilities, Noncurrent, Total	¥ 74,138,391	¥ 7,919,952	¥ 47,167,706

Fair Value Measurement (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of assets and liabilities measured at fair value on a recurring basis


	As of March 31, 2023			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	249,000,432	—	249,000,432

Liabilities
Convertible notes	—	—	366,261,610	366,261,610
ESA derivative liabilities	—	—	151,177,400	151,177,400
Warrant liabilities	—	—	77,100,474	77,100,474
Liability-settled share-based payment to non-employee	—	—	5,909,662	5,909,662
Deferred contingent consideration liability	—	—	65,968,319	65,968,319
	—	—	666,417,465	666,417,465


	As of December 31, 2022			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	372,375,701	—	372,375,701

Liabilities
Convertible notes	—	—	354,080,264	354,080,264
ESA derivative liabilities	—	—	269,251,436	269,251,436
Warrant liabilities	—	—	19,083,004	19,083,004
Liability-settled share-based payment to non-employee	—	—	4,039,468	4,039,468

	—	—	646,454,172	646,454,172


	As of December 31, 2021			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Liabilities
Convertible notes	—	—	318,466,215	318,466,215

Schedule of fair value measurement


					Liability-settled
					share-based
					payment to
	Convertible notes	Short-term investment	Warrant liabilities	ESA derivative liabilities	non-employee
Balance as of January 1, 2021	—	—	—	—	—
Additions	312,092,172	—	—	—	—
Changes in fair value of convertible notes, excluding impact of instrument-specific credit risk	5,577,001	—	—	—	—
Changes in fair value of convertible notes due to instrument-specific credit risk	548,029	—	—	—	—
Foreign currency translation adjustment	249,013	—	—	—	—
Balance as of December 31, 2021	318,466,215	—	—	—	—

Balance as of January 1, 2022	318,466,215	—	—	—	—
Additions	—	370,242,173	65,418,439	88,172,680	11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk	4,493,605	2,133,528	(45,903,468)	186,598,308	(7,390,032)
Changes in fair value due to instrument specific credit risk	1,520,393	—	—	—	—
Foreign currency translation adjustment	29,600,051	—	(431,967)	(5,519,552)	(89,834)
Balance as of December 31, 2022	354,080,264	372,375,701	19,083,004	269,251,436	4,039,468

Schedule of assumptions

As of December 31, 2022, the assumptions were as follow:


	Convertible						Liability-settled share-based
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee
Expected volatility	28.00	%	18.00% – 26.00	%	26.00	%	26.00	%
Risk-free interest rate (per annum)	4.10	%	4.05% – 4.62	%	4.07	%	4.39	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$2.78		US$2.78		US$2.78		US$2.78
Bond yield	13.30	%	—		—		—
Coupon rate	9.00	%	—		—		—

24.Fair Value Measurement (continued)

The convertible notes were measured at fair value as of December 31, 2021 using the Binomial Option Pricing Model with the following assumptions:


	2021
Expected volatility	25.00	%
Risk-free interest rate (per annum)	1.10	%
Expected dividend yield	0.00	%
Bond yield	11.00	%
Coupon rate	9.00	%
Fair value of the underlying ordinary share (before share split)	US$6,079.83

Consolidated Statements of Comprehensive Loss - CNY (¥)	3 Months Ended		12 Months Ended
Consolidated Statements of Comprehensive Loss - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unaudited Condensed Consolidated Statements of Comprehensive Loss
Net loss	¥ (174,451,488)	¥ (151,262,054)	¥ (744,748,251)	¥ (382,929,166)	¥ (143,060,167)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(2,607,294)	(330,112)	(1,520,393)	(548,029)
Unrealized gain on short-term investment, net of nil income taxes	700,163		2,133,528
Foreign currency translation adjustment, net of nil income taxes	1,029,466	485,154	(19,356,001)	(2,889,641)	2,788,426
Total comprehensive loss	(175,329,153)	(151,107,012)	(763,491,117)	(386,366,836)	(140,271,741)
Less: Comprehensive loss attributable to non-controlling interests	(433,145)	645,728	2,103,019	1,208,147	1,060,660
Comprehensive loss attributable to shareholders of the Company	¥ (175,762,298)	¥ (150,461,284)	¥ (761,388,098)	¥ (385,158,689)	¥ (139,211,081)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Other Non-Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Other Non-Current Assets

10.	Other Non-Current Assets

Other non-current assets consist of the following:


	March 31, 2023	December 31, 2022
Long-term rental deposits	80,362,581	82,270,359

10.Other Non-Current Assets

Other non-current assets consist of the following:


	December 31, 2022	December 31, 2021

Long-term rental deposits	82,270,359	67,311,223

Unaudited Condensed Consolidated Statements of Comprehensive Loss	3 Months Ended
	Mar. 31, 2023 CNY (¥)
Unaudited Condensed Consolidated Statements of Comprehensive Loss
Net loss	¥ (174,451,488)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(2,607,294)
Unrealized gain on short-term investment:
Unrealized gain on short-term investment arising during the year	1,386,293
Less: reclassification adjustment for gain included in net income	(686,130)
Unrealized gain on short-term investment, net of nil income taxes	700,163
Foreign currency translation adjustment, net of nil income taxes	1,029,466
Total comprehensive loss	(175,329,153)
Less: Comprehensive income/(loss) attributable to non- controlling interests	433,145
Comprehensive loss attributable to shareholders of the Company	¥ (175,762,298)

Related Parties

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Parties

Related Parties

23.	Related Parties

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

The material related party transactions are summarized as follows:


		Three months ended March 31,
		2023	2022
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	10,802,069	7,036,697
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	2,543,422	2,673,156
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	12,132,140	15,712,579
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	2,939,434	1,751,622

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

Pursuant to the master development agreement between the Company and THRI, the Company pays upfront franchise fee for each newly opened store to THRI during the term of the master development contract. The amortization expense of upfront franchise fee in the amount of RMB245,277 and RMB56,995 for the three months ended March 31, 2023 and 2022, respectively, are included in Franchise and royalty expense financial caption.

(iii)

The Company purchased coffee beans from TDL Group Corp. The Company purchased coffee beans for its daily operation in the amount of RMB12,132,140 and RMB15,712,579 for the three months ended March 31, 2023 and 2022, respectively, amongst which RMB12,104,853 and RMB5,880,992 were sold and recognized in the costs of food and packaging.

(iv)

Pangaea Data Tech (Shanghai) Co., Ltd. (“DataCo”) provides various data maintenance and management services, technical support and consulting services in support of the operation of the Company. RMB150,000 and RMB100,000 for the three months ended March 31, 2023 and 2022, respectively of purchased services are recognized in other operating expenses, respectively while RMB2,789,434 and RMB1,651,622 are capitalized in property and equipment for the three months ended March 31, 2023 and 2022, respectively.

(v)	See Note 2 for details of Popeyes Transaction involving Pangaea Three Acquisition Holdings IV, Limited.

23.Related Parties (continued)

As of March 31, 2023 and December 31, 2022, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	March 31, 2023	December 31, 2022
TDL Group Corp	7,135,158	9,690,952
Tim Hortons Restaurants International GmbH	23,360,192	10,390,081
Pangaea Data Tech (Shanghai) Co., Ltd	2,600,755	1,470,000
Cartesian Capital Group, LLC	921,472	933,930
Amounts due to related parties	34,017,577	22,484,963

25.Related Parties

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

25.Related Parties (continued)

The material related party transactions are summarized as follows:


		For the Years Ended December 31,
		2022	2021	2020
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI		—	428,148	—
Consulting services provided by THRI		—	—	160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	7,206,906	—	—
Reimbursements to Cartesian Capital Group, LLC	^(v)	1,845,960	—	—

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

Pursuant to the master development agreement between the Company and THRI, the Company pays upfront franchise fee for each newly opened store to THRI during the term of the master development contract. The amortization expense of upfront franchise fee in the amount of RMB334,034, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively, are included in Franchise and royalty expense financial caption.

(iii)

The Company purchased coffee beans from TDL Group Corp. The Company purchased coffee beans for its daily operation in the amount of RMB49,135,749, RMB28,168,228 and RMB8,864,342 for the years ended December 31, 2022, 2021 and 2020, respectively, amongst which RMB36,862,860, RMB19,521,561 and RMB8,864,342 were sold and recognized in the costs of food and packaging.

(iv)

Pangaea Data Tech (Shanghai) Co., Ltd. (“DataCo”) provides various data maintenance and management services, technical support and consulting services in support of the operation of the Company. RMB550,000, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively of purchased services are recognized in other operating expenses, respectively while RMB6,656,906, nil and nil are capitalized in property and equipment for the years ended December 31, 2022, 2021 and 2020, respectively.

(v)	Cartesian Capital Group, LLC paid travel and entertainment expenses relating to Company’s directors on behalf of the Company.

As of December 31, 2022 and 2021, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	December 31, 2022	December 31, 2021
TDL Group Corp	9,690,952	7,210,593
Tim Hortons Restaurants International GmbH	10,390,081	6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd	1,470,000	—
Cartesian Capital Group, LLC	933,930	—
Amounts due to related parties	22,484,963	14,073,915

Share-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Summary of stock option activity


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	27,098,000	0.31	0.27	6.80	38,324,597
Granted	1,666,000	1.06	—	—	—
Forfeited	(398,000)	0.56	—	—	—
Outstanding as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140
Expected to be vested as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	933,742	0.60	0.41	1.34	831,030
Granted	460,756	1.20	—	—	—
Forfeited	(102,457)	0.81	—	—	—
Outstanding as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520
Expected to be vested as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520

Schedule of assumptions used in the Black-Scholes option pricing model


	2022		2021		2020
Expected volatility	25.00	%	24.74% – 25.00	%	24.51% – 26.99	%
Risk-free interest rate (per annum)	2.50% – 2.80	%	2.47% – 2.53	%	1.01% – 1.12	%
Exercise multiple	2.50 – 2.80		2.50 – 2.80		2.50 – 2.80
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	10		10		6
Fair value of underlying unit (3.45 unit = 1 ordinary share)	US$1.86		US$0.88 – US$1.49		US$0.37 – US$0.53

Parent Only Financial Information

12 Months Ended

Dec. 31, 2022

Parent Only Financial Information

Parent Only Financial Information

27.Parent Only Financial Information

The following condensed parent company financial information of TH International Limited has been prepared using the same accounting policies as set out in the accompanying consolidated financial information. As of December 31, 2022 and 2021, there were no material contingencies, significant provisions of long-term obligations or guarantees of TH International Limited, except for those, which have been separately disclosed in the consolidated financial information.

Condensed Balance Sheets


	As of December, 31
	2022	2021
	RMB	RMB
ASSETS
Current assets
Cash	29,472,174	313,302,959
Short-term investment	372,375,701	—
Amounts due from subsidiaries	298,205,305	279,221,856
Prepaid expenses and other current assets	3,656,415	18,475,035
Total current assets	703,709,595	610,999,850
Non-current assets
Intangible assets, net	53,685,458	52,333,871
Total non-current assets	53,685,458	52,333,871
Total assets	757,395,053	663,333,721


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Derivative financial liabilities	269,251,436	—
Other current liabilities	6,129,649	9,329,205
Total current liabilities	275,381,085	9,329,205
Non-current liabilities
Derivative financial liabilities – non-current	19,083,004	—
Convertible notes, at fair value	354,080,264	318,466,215
Total non-current liabilities	373,163,268	318,466,215
Total liabilities	648,544,353	327,795,420
Shareholders’ equity
Ordinary shares	8,616	7,497
Additional paid-in capital	1,472,014,651	937,315,273
Accumulated losses	(1,380,173,392)	(637,528,160)
Accumulated other comprehensive income	17,000,825	35,743,691
Treasury shares	—	—
Total shareholders’ equity	108,850,700	335,538,301

Total liabilities and shareholders’ equity	757,395,053	663,333,721

27.Parent Only Financial Information (continued)

Condensed Statements of Operations


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB

General and administrative expenses	88,435,187	1,976,807	6,862,862
Franchise and royalty expenses	3,378,650	3,223,700	3,447,050
Other income	337,865	—	—
Total costs and expenses, net	91,475,972	5,200,507	10,309,912

Operating loss	(91,475,972)	(5,200,507)	(10,309,912)

Equity in loss of subsidiaries	(506,340,297)	(370,940,089)	(131,640,926)
Interest income	359,607	—	804
Foreign currency transaction loss	(125)	(3,422)	(49,473)
Changes in fair value of convertible notes	(4,493,605)	(5,577,001)	—
Changes in fair value of warrant liabilities	45,903,468	—	—
Changes in fair value of ESA derivative liabilities	(186,598,308)	—	—

Loss before income taxes	(742,645,232)	(381,721,019)	(141,999,507)

Income tax expenses	—	—	—

Net loss	(742,645,232)	(381,721,019)	(141,999,507)

Condensed Statements of Comprehensive Loss


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB

Net loss	(742,645,232)	(381,721,019)	(141,999,507)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(1,520,393)	(548,029)	—
Unrealized gain on short-term investment, net of nil income taxes	2,133,528	—	—
Foreign currency translation adjustment, net of nil income taxes	(19,356,001)	(2,889,641)	2,788,426

Total comprehensive loss	(761,388,098)	(385,158,689)	(139,211,081)

27. Parent Only Financial Information (continued)

Condensed Statements of Cash Flows


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB
Net cash used in operating activities	(7,345,572)	(1,122,560)	(8,690,319)
Net cash used in investing activities	(895,671,288)	(294,289,816)	(322,209,625)
Net cash provided by financing activities	621,610,726	597,662,648	221,124,998
Effect of foreign currency exchange rate changes on cash	(2,424,651)	2,788,102	(10,113,157)
Net (decrease) / increase in cash	(283,830,785)	305,038,374	(119,888,103)
Cash at beginning of year	313,302,959	8,264,585	128,152,688
Cash at end of year	29,472,174	313,302,959	8,264,585

Supplemental disclosure of non-cash investing and financing activities:
Accrued offering costs paid by subsidiaries of TH International Limited	4,039,468	3,623,684	—

Shareholders' Equity (Details)																	3 Months Ended	12 Months Ended
Shareholders' Equity (Details)	Nov. 09, 2022 CNY (¥) shares	Sep. 29, 2022 CNY (¥)	Sep. 29, 2022 USD ($)	Sep. 28, 2022 CNY (¥) shares	Sep. 28, 2022 USD ($) shares	Sep. 27, 2022 USD ($) shares	Jun. 24, 2022 USD ($)	Jun. 07, 2022 CNY (¥) shares	Jun. 07, 2022 USD ($) shares	Aug. 11, 2021 USD ($) shares	Feb. 26, 2021 CNY (¥) shares	Feb. 26, 2021 USD ($) shares	Oct. 26, 2020 CNY (¥) shares	Oct. 26, 2020 USD ($) shares	Jun. 12, 2018 USD ($) installment shares	May 28, 2018 shares	Mar. 31, 2023 Vote shares	Dec. 31, 2022 CNY (¥) Vote shares	Dec. 31, 2022 USD ($) Vote shares	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2022 USD ($) shares	Sep. 30, 2022 CNY (¥) shares	Sep. 30, 2022 USD ($) shares	Sep. 28, 2022 USD ($) shares	Aug. 31, 2022 shares	Dec. 31, 2020 USD ($)
Shareholders' Equity
Issuance of shares to Cantor (in shares)	826,446			5,693,636	5,693,636
Issuance of shares to Cantor \| ¥	¥ 21,656,700																	¥ 21,656,700		¥ 292,409,622	¥ 10,089,101
Ordinary shares, issued																	160,648,112	149,181,538				149,181,538	200,000	200,000		200,000
cash consideration amount													¥ 10,089,000	$ 1,500,000
Number of votes per share \| Vote																	1	1	1
Conversion of stock								164	164
Split of ordinary shares								174,544	174,544
Cash acquired from SPAC				¥ 24,237,896	$ 3,408,651													¥ 24,237,896	$ 3,408,651
Warrant liabilities issued				61,863,090														61,863,090				$ 8,700,000			$ 8,700,000
Gross proceeds \| ¥																		355,535,000
Cash deposited as collateral																							¥ 377,490,814	$ 53,169,218
Offering cost related to Merger and PIPE Transaction incurred and charged against additional paid-in capital				85,728,299	$ 12,069,689
Liability-settled share-based payment				¥ 4,039,468																					580,000
Derivative liabilities \| ¥																		¥ 288,334,440
PIPE Warrants [Member]
Shareholders' Equity
Issuance of shares to Cantor (in shares)				5,050,000	5,050,000													5,050,000	5,050,000
Warrant liabilities issued				¥ 3,555,349																					$ 500,000
Number of warrant issued				1,200,000														1,200,000				1,200,000			1,200,000
Gross proceeds		¥ 316,426,861	$ 44,500,100	¥ 316,426,861	$ 44,500,100
Public Warrants [Member]
Shareholders' Equity
Number of warrant issued				17,250,000																					17,250,000
Sponsor Warrants [Member]
Shareholders' Equity
Number of warrant issued				4,450,000																					4,450,000
Equity Support Agreement [Member]
Shareholders' Equity
Issuance of shares to Cantor (in shares)				5,000,000	5,000,000
Cash deposited as collateral				¥ 355,535,000																		$ 3,166,667			$ 50,000,000
Derivative liabilities				¥ 88,172,680																					$ 12,400,000
L&L Tomorrow Holdings Limited
Shareholders' Equity
Issuance of shares to Cantor \| ¥																		¥ 9,964,485
Ordinary shares, issued													1,000	1,000
L&L Tomorrow Holdings Limited \| Board of Directors
Shareholders' Equity
Ordinary shares, issued										178
cash consideration amount \| $										$ 1,000
Lord Winterfell Limited
Shareholders' Equity
Ordinary shares, issued													500	500
Pangaea Two Acquisition Holdings
Shareholders' Equity
Ordinary shares, issued											15,013	15,013
cash consideration amount											¥ 291,393,000	$ 45,000,000
Mr. Lu
Shareholders' Equity
Value of shares issued in lieu of cash bonus								¥ 1,355,772	$ 164,000
Fair value of such shares \| $							$ 1,487,237
Share-based compensation expense																		8,608,713	$ 1,323,237
Tim Hortons Restaurants International GmbH (THRI)
Shareholders' Equity
Issuance of shares to Cantor (in shares)																10,000
Pangaea Two Acquisition Holdings XXIIB, Ltd
Shareholders' Equity
Issuance of shares to Cantor (in shares)															90,000
Issuance of shares to Cantor \| $															$ 90,000,000
Number of installment for payment of consideration \| installment															3
Cash consideration received for each installment																					¥ 192,363,000						$ 30,000,000
Issuance cost incurred in connection with the third installment charged against additional paid-in capital \| ¥																		¥ 1,719,802
THC Hope IB Limited
Shareholders' Equity
Conversion of stock						7,745
Split of ordinary shares						8,242,983
Consideration for shares issued after stock split \| $						$ 0

Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Other Current Liabilities

16.Other Current Liabilities

Other current liabilities consist of the following:


		December 31, 2022	December 31, 2021

Accrued payroll and employee-related costs		88,469,812	47,194,542
Payable for acquisition of property and equipment		139,578,631	172,981,034
Guarantee deposits		11,695,000	6,620,000
Accrued marketing expenses		11,901,810	10,639,627
Sundry taxes payable		6,707,784	2,329,431
Accrued professional service fees		9,076,767	8,205,320
Accrued offering costs	⁽ⁱ⁾	4,039,468	9,164,827
Accrued rental expenses		4,242,805	3,210,387
Other accrual expenses		34,742,278	25,733,407
		310,454,355	286,078,575

(i)

Popeyes Transaction (Details)			3 Months Ended
Popeyes Transaction (Details)	Mar. 30, 2023 CNY (¥) shares	Mar. 30, 2023 USD ($) shares	Mar. 31, 2023 CNY (¥)	Mar. 30, 2023 USD ($) shares	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Popeyes Transaction
Cash on hand			¥ 223,697		¥ 212,598	¥ 132,127
Fair value of the ordinary shares issued as consideration for asset acquisition			167,151,879
Deferred contingent consideration			65,968,319
Intangible assets, net			130,874,067		¥ 96,018,313	¥ 77,593,680
Popeyes master development agreement
Popeyes Transaction
Term Of Popeyes Master Franchise Right	20 years	20 years
Extension term Of Popeyes Master Franchise Right	10 years	10 years
Share capital
Popeyes Transaction
Fair value of the ordinary shares issued as consideration for asset acquisition	¥ 742	$ 108	742
Additional paid-in capital
Popeyes Transaction
Fair value of the ordinary shares issued as consideration for asset acquisition	265,554,788	$ 38,549,892	¥ 167,151,137
PLK \| Popeyes master development agreement
Popeyes Transaction
Potential PLK forfeiture, Consideration	¥ 0
Potential PLK forfeiture, Number of shares agreed to forfeit \| shares	286,664			286,664
Potential PLK forfeiture, Fair value	¥ 6,544,170			$ 950,000
Popeyes China
Popeyes Transaction
Equity interest acquired (in percent)	100.00%			100.00%
Cash on hand	¥ 206,658,000			$ 30,000,000
Number of ordinary shares issued (in shares) \| shares	11,466,574	11,466,574
Lock-up period of shares issued and issuable	18 months	18 months
Non-contingent Consideration	¥ 265,555,530	$ 38,550,000
Lock-up period of shares issuable as annual deferred contingent consideration	18 months	18 months
Numerator for calculation of annual deferred contingent consideration, percentage of revenues	3.00%	3.00%
Denominator for calculation of annual deferred contingent consideration, Percentage of VWAP	85.00%	85.00%
Number of trading days considered for calculation of annual deferred contingent consideration	40
Lock-up period of shares issuable as lumpsum deferred contingent consideration	18 months	18 months
Numerator for calculation of lumpsum deferred contingent consideration, amount \| $				35,000,000
Denominator for calculation of lumpsum deferred contingent consideration, Percentage of VWAP	85.00%	85.00%
Number of trading days considered for calculation of lumpsum deferred contingent consideration	40
Deferred contingent consideration	¥ 66,130,560			9,600,000
Total fair value of the Non-contingent Consideration, the Deferred Contingent Consideration less Potential PLK forfeiture feature	325,141,920	$ 47,200,000
Intangible assets, net	26,624,439			3,865,000
Cost of financing, as a reduction to additional paid-in capital	91,859,481	13,335,000
Aggregate legal fees and other transaction costs incurred and capitalized in the cost of intangible asset	9,743,037			$ 1,414,371
Aggregate legal fees and other transaction costs paid	¥ 1,054,658	$ 150,000
Popeyes China \| PLK
Popeyes Transaction
Number of ordinary shares issued (in shares) \| shares	1,146,657	1,146,657
Popeyes China \| Holdings IV
Popeyes Transaction
Equity interest acquired from related party (in percent)	90.00%			90.00%
Number of ordinary shares issued (in shares) \| shares	10,319,917	10,319,917
Ratio of additional number of shares to be issued as annual deferred contingent consideration	90.00%	90.00%
Ratio of additional number of shares to be issued as lumpsum deferred contingent consideration	90.00%	90.00%
Popeyes China \| PLK
Popeyes Transaction
Equity interest acquired from related party (in percent)	10.00%			10.00%
Ratio of additional number of shares to be issued as annual deferred contingent consideration	10.00%	10.00%
Ratio of additional number of shares to be issued as lumpsum deferred contingent consideration	10.00%	10.00%

Share-based Compensation (Details)				3 Months Ended	12 Months Ended
Share-based Compensation (Details)	Sep. 28, 2022 CNY (¥) shares	Jun. 07, 2022 shares	Mar. 19, 2019 shares	Mar. 31, 2023 CNY (¥) shares	Dec. 31, 2022 CNY (¥) shares	Dec. 31, 2022 CNY (¥) $ / shares shares	Dec. 31, 2021 CNY (¥) $ / shares shares	Dec. 31, 2020	Dec. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price \| $ / shares						$ 1.20	$ 0.60
Accrued bonus \| ¥					¥ 3,520,177	$ 3,520,177	$ 3,769,622
Requisite service period					3 years
Split of ordinary shares		174,544
Number of units exercisable				0
Expected dividend yield					0.00%		0.00%	0.00%
Share-based compensation \| ¥				¥ 3,160,986	¥ 74,686,711
Share units forfeited				0	0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted					1,666,000		7,194,000
Maximum aggregate number of shares					482,666		2,084,268
Expected dividend yield					0.00%
Share-based compensation \| ¥	¥ 33,194,871				¥ 44,421,298
Additional Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted					460,756		955,643
Number of units granted with three-year pre-requisite service period							933,742
Number of unites granted equivalent to ordinary shares after share split					133,494		276,872
Number of unites granted equivalent to ordinary shares after share split with three-year pre-requisite service period					133,494		270,527
Accrued bonus \| ¥					¥ 3,520,177	$ 3,520,177	$ 3,769,622
Exercised				12,895,561	12,579,311
Split of ordinary shares				3,523,167	3,514,114
Number of units exercisable					0	0
Award Components Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate number of shares					133,494
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted				6,000,000	6,000,000				6,000,000
Split of ordinary shares				1,738,338	1,738,338				1,738,200
2019 Scheme
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted			50,000,000
Maximum aggregate number of shares	14,486,152		14,486,152
2019 Scheme \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted				4,500,000	4,500,000
Split of ordinary shares				1,303,754	1,303,754

Short-term Investment

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Short-term Investment

Short-term Investment

4.	Short-term Investment

In accordance with the ESA Agreement, with the written consent from Shaolin in August 2022, the Company used cash in the collateral account to invest in eligible investments. Written consent from Shaolin shall also be required in the circumstance of trading or substitution of eligible investments. The Company shall pay to Shaolin and/or the ESA Investors, at the written direction of Shaolin, an amount of cash in USD equal to the aggregate amount of interest accrued on the funds held in the collateral account in excess of US$100,000, up to a maximum of US$300,000. In the situation whereby there is a net loss in investment in the future, the Company is obligated to compensate the net loss in the collateral account.

In September 2022, the cash in the collateral account amounting to US$53,169,218 (equivalent to RMB377,490,814) was used to acquire securities issued by a financial institution in United States of America. These securities are financial products and the underlying assets are US treasury bonds. These securities are classified as Available-for-Sale securities (“AFS”) in accordance with ASC 320 because these securities are not acquired for trading purpose and they do not have maturity dates either. AFS are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses on AFS are recognized in other comprehensive income, while realized gains and losses and impairment losses are recognized in consolidated statements of operations. Upon sale, gains and losses are reclassified from other comprehensive income into earnings based on specific identification of securities sold. The AFS securities are determined to be restricted because the Company is unable to trade or substitute these securities without written consent from Shaolin. On February 10, 2023, the first tranche of ESA proceeds of US$5,413,344 (equivalent to RMB36,747,941) was released from the collateral account and received by the Company while US$11,919,983 (equivalent to RMB80,917,612) was released from the collateral account and returned to Shaolin. On February 15, 2023, the Company received US$100,000 (equivalent to RMB681,773) of interest income from the collateral account. As of March 31, 2023, unrealized gain on the AFS securities of RMB700,163 were recognized in other comprehensive income, realized gains of RMB686,130 was recorded in interest income and no impairment losses are recognized.

4.Short-term Investment

In accordance with the ESA Agreement (see Note 15), with the written consent from Shaolin in August 2022, the Company used cash in the collateral account to invest in eligible investments. Written consent from Shaolin shall also be required in the circumstance of trading or substitution of eligible investments. The Company shall pay to Shaolin and/or the ESA Investors, at the written direction of Shaolin, an amount of cash in USD equal to the aggregate amount of interest accrued on the funds held in the collateral account in excess of US$100,000, up to a maximum of US$300,000. In the situation whereby there is a net loss in investment in the future, the Company is obligated to compensate the net loss in the collateral account.

In September 2022, the cash in the collateral account amounting to US$53,169,218 (equivalent to RMB377,490,814) was used to acquire securities issued by a financial institution in United States of America. These securities are financial products and the underlying assets are US treasury bonds. These securities are classified as Available-for-Sale securities (“AFS”) in accordance with ASC 320 because these securities are not acquired for trading purpose and they do not have maturity dates either. AFS are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses on AFS are recognized in other comprehensive income, while realized gains and losses and impairment losses are recognized in consolidated statements of operations. Upon sale, gains and losses are reclassified from other comprehensive income into earnings based on specific identification of securities sold. The AFS securities are determined to be restricted because the Company is unable to trade or substitute these securities without written consent from Shaolin. As of December 31, 2022, unrealized losses on the AFS securities of RMB2,133,528 were recognized in other comprehensive income and no realized gains and losses and impairment losses are recognized.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies

13.	Commitments and Contingencies

Pursuant to the master development agreement (see note 1), the Company is required to pay an upfront franchise fee for each Company owned and operated store and franchise store, and a continuing franchise fee for each Company owned and operated store and franchise store, calculated as certain percentage of the store’s monthly gross sales, depending on when the store is opened. The upfront franchise fee and continuing franchise fee were RMB2,543,422 and RMB10,802,069 for the three months ended March 31, 2023, and RMB2,673,136 and 7,036,697 for the three months ended March 31, 2022, respectively. The outstanding accrued franchise fee due to THRI were RMB23,360,192 and RMB10,390,081 as of March 31, 2023 and December 31, 2022, respectively, which was recorded as amount due to related parties in the Consolidated Balance Sheets.

13.Commitments and Contingencies

Pursuant to the master development agreement (see note 1), the Company is required to pay an upfront franchise fee for each Company owned and operated store and franchise store, and a continuing franchise fee for each Company owned and operated store and franchise store, calculated as certain percentage of the store’s monthly gross sales, depending on when the store is opened. The upfront franchise fee and continuing franchise fee were RMB23,553,799 and RMB31,882,569 for the year ended December 31, 2022, and RMB24,265,373 and RMB15,576,324 for the year ended December 31, 2021, respectively. The outstanding accrued franchise fee due to THRI were RMB10,390,081 and RMB6,863,322 as of December 31, 2022 and 2021, respectively, which was recorded as amount due to related parties in the Consolidated Balance Sheets.

Leases

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Leases

14.	Leases

The Company leased 598 company-owned stores and office space as of March 31, 2023. Most leases provide for fixed monthly payment and certain leases also include provisions for contingent rent, determined as a percentage of sales.

Generally, the Company does not have renewal options for leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of rental expense for the three months ended March 31, 2023 were as follows:


		RMB
Operating lease cost		71,046,072
Variable lease cost		3,446,070
Short-term lease cost		128,165
Total rental expense		74,620,307

The Company was granted RMB1,027,204 in lease concessions from landlords related to the effects of the COVID-19 pandemic for the three months ended March 31, 2023. The lease concessions were primarily in the form of rent reduction over the period when the Company’s business was adversely impacted. The Company applied the interpretive guidance in a FASB staff question-and-answer document issued in April 2020 and elected not to evaluate whether a concession received in response to the COVID-19 pandemic is a lease modification and to assume such concession was contemplated as part of the existing lease contract. Such concession was recognized as negative variable lease cost in the period the concession was granted.

Amounts reported in the consolidated balance sheet as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023	December 31, 2022
Assets
Operating lease right-of-use assets	913,908,585	946,872,784

Liabilities
Current
Current operating lease liabilities	179,661,715	180,468,426
Non-current operating lease liabilities	788,088,534	820,248,803
Total operating lease liabilities	967,750,249	1,000,717,229

Other information related to operating leases as of March 31, 2023 was as follows:


	RMB
Cash paid for amounts included in the measurement of lease liabilities	64,961,006
Right-of-use assets obtained in exchange for new lease liabilities	27,709,016
Weighted-average remaining lease term (years)	4.65
Weighted-average discount rate	5.86	%

14.	Leases (Continued)

Maturities of operating lease liabilities under non-cancellable leases as of March 31, 2023 are as follows:


		Operating lease
		commitments
Twelve months ending March 31, 2024		262,330,419
2025		263,334,193
2026		243,207,757
2027		193,009,108
2028		132,805,889
Thereafter		136,934,316
Total undiscounted lease payments		1,231,621,682
Less: imputed interest		(263,871,433)
Total lease liabilities		967,750,249

14.Leases

The Company leases over 500 company-owned stores and office space as of December 31, 2022. Most leases provide for fixed monthly payment and certain leases also include provisions for contingent rent, determined as a percentage of sales.

Generally, the Company does not have renewal options for leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of rental expense for the year ended December 31, 2022 were as follows:


		RMB
Operating lease cost		254,209,990
Variable lease cost		(3,718,849)
Short-term lease cost		113,048
Total rental expense		250,604,189

The Company was granted RMB16,816,763 in lease concessions from landlords related to the effects of the COVID-19 pandemic for the year ended December 31, 2022. The lease concessions were primarily in the form of rent reduction over the period when the Company’s business was adversely impacted. The Company applied the interpretive guidance in a FASB staff question-and-answer document issued in April 2020 and elected not to evaluate whether a concession received in response to the COVID-19 pandemic is a lease modification and to assume such concession was contemplated as part of the existing lease contract. Such concession was recognized as negative variable lease cost in the period the concession was granted.

Amounts reported in the consolidated balance sheet as of December 31, 2022 were as follows:


Asset		RMB
Operating lease right-of-use assets		946,872,784

Liabilities
Current
Current operating lease liabilities		180,468,426
Non-current operating lease liabilities		820,248,803
Total operating lease liabilities		1,000,717,229

Other information related to operating leases as of December 31, 2022 was as follows:


	RMB
Cash paid for amounts included in the measurement of lease liabilities	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	241,609,016
Weighted-average remaining lease term (years)	5.61
Weighted-average discount rate	5.96	%

14.Leases (continued)

Maturities of operating lease liabilities under non-cancellable leases as of December 31, 2022 are as follows:


		Operating lease
		commitments

Year ending December 31, 2023		261,058,233
2024		265,552,769
2025		247,539,671
2026		204,062,024
2027		143,088,301
Thereafter		155,132,379

Total undiscounted lease payments		1,276,433,377

Less: imputed interest		(275,716,148)

Total lease liabilities		1,000,717,229

Income tax

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Income tax

Income tax

21.	Income tax

The statutory income tax rate for the Company’s subsidiaries in Mainland China is 25% for the three months ended March 31, 2023 and 2022. The effective income tax rate for the three months ended March 31, 2023 and 2022 was nil. The effective income tax rate for the three months ended March 31, 2023 and 2022 differs from the PRC statutory income tax rate of 25% primarily due to the recognition of full valuation allowance for deferred income tax assets of loss-making entities.

21.Income tax

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to income tax on income or capital gains. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. The first HK$2 million of assessable profits earned by a company will be taxed at 8.25% whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the Company to benefit from the progressive rates. Additionally, upon payments of dividends to the shareholders, no Hong Kong withholding tax will be imposed.

No provision for Hong Kong profits tax has been made in the financial statements as the subsidiary in Hong Kong has no assessable profits for the years ended December 31, 2022, 2021 and 2020.

The Inland Revenue (Amendment) (Taxation on Specified Foreign-sourced income) Bill 2022 (“the new FSIE regime”) has been enacted in Hong Kong on December 14, 2022 and will have effect from January 1, 2023 onwards. This is to address the European Union’s inclusion of Hong Kong in the “grey list” in concern of any risk of double non-taxation arising from the tax exemption of offshore passive income for companies in Hong Kong without substantial economic substance. From January 1, 2023, offshore passive income (including interest income, dividend income or gain on disposal of equity interest (where applicable)), that is received or deemed to be received in Hong Kong (i.e., identical to the “received” concept in Singapore), would need to meet additional requirements, including, amongst others, the economic substance requirements (i.e. similar to offshore jurisdictions like Cayman Islands, BVI, etc.) in order to continue to be entitled to the offshore income tax exemption in Hong Kong.

Mainland PRC

The Company’s subsidiaries in Mainland PRC are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%, unless a preferential income tax rate is otherwise stipulated.

The components of loss before income taxes are as follows:


	Year ended	Year ended	Year ended
	December 31, 2022	December 31, 2021	December 31, 2020
Mainland PRC	(506,323,501)	(371,992,927)	(132,554,844)
Hong Kong S.A.R and overseas entities	(238,424,750)	(10,936,239)	(10,505,323)
Total	(744,748,251)	(382,929,166)	(143,060,167)

For the years ended December 31, 2022, 2021 and 2020, there are no current and deferred income tax expenses recorded in the Company’s consolidated financial statements.

21.Income tax (continued)

Reconciliation of the differences between PRC statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020 are as follows:


	Year ended		Year ended		Year ended
	December 31, 2022		December 31, 2021		December 31, 2020

PRC statutory tax rate	(25.0)	%	(25.0)	%	(25.0)	%
Effect of tax rate differential for non-PRC entities	7.9	%	0.7	%	1.8	%
Effect of non-deductible expenses	0.1	%	0.3	%	0.8	%
Change in valuation allowance	17.0	%	24.0	%	22.4	%
Actual income tax rate	—		—		—

Deferred income tax assets


	December 31, 2022	December 31, 2021
Operating losses carryforwards	238,086,013	133,725,956
Contract liabilities	4,060,385	2,472,812
Impairment losses	1,969,902	250,470
Operating lease liabilities	250,179,307	—
Other current liabilities	27,925,076	12,644,968
Software	428,758	—

Total gross deferred tax assets	522,649,441	149,094,206
Less: valuation allowances	(275,431,351)	(149,094,206)

Deferred tax assets, net of valuation allowance	247,218,090	—
Right-of-use assets	(236,718,196)	—
Leasehold improvements	(10,499,894)	—
Deferred tax liability	(247,218,090)	—

Deferred tax assets	(247,218,090)	—
Deferred tax liabilities	247,218,090	—
Net deferred tax assets	—	—

As of December 31, 2022, the Company had net operating loss carry forwards of RMB949,778,051 attributable to the PRC subsidiaries. Tax losses of the subsidiaries in PRC of RMB17,429,438, RMB46,953,288, RMB80,318,984, RMB411,354,697 and RMB393,721,644 will expire, if unused, by year 2024, 2025, 2026 and 2027 respectively.

A valuation allowance is provided against deferred income tax assets when the Company determines that it is more-likely-than-not that the deferred income tax assets will not be utilized in the foreseeable future. In making such determination, the Company evaluates a variety of factors including the Company’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.

As of December 31, 2022 and 2021, the valuation allowance of RMB275,431,351 and RMB149,094,206 were related to the deferred income tax assets of the PRC entities which were in loss position. Since these entities have incurred accumulated net operating losses for income tax purposes since their inception, the Company has provided full valuation allowance for the net deferred income tax assets as of December 31, 2022 and 2021.

21.Income tax (continued)

Changes in valuation allowance are as follows:


	December 31, 2022	December 31, 2021
Balance at the beginning of the year	149,094,206	57,096,996
Increases in the year	126,337,145	91,997,210

Balance at the end of the year	275,431,351	149,094,206

According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100 thousand. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company’s PRC subsidiaries for the years from establishment (i.e., 2018) to 2022 are open to examination by the PRC tax authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Related Parties - Related parties (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Related Parties - Related parties (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Amortization expense of upfront franchise fee	¥ 245,277	¥ 56,995	¥ 334,034	¥ 0	¥ 0
Amount due to related parties	34,017,577		22,484,963	14,073,915
Costs of food and packaging	12,104,853	5,880,992	36,862,860	19,521,561	8,864,342
Purchase of coffee beans
Related Party Transaction [Line Items]
Purchases from related party	12,132,140	15,712,579	49,135,749	28,168,228	8,864,342
Costs of food and packaging	12,104,853	¥ 5,880,992
TDL Group Corp
Related Party Transaction [Line Items]
Amount due to related parties	7,135,158		9,690,952	7,210,593
TDL Group Corp \| Purchase of coffee beans
Related Party Transaction [Line Items]
Costs of food and packaging			36,862,860	19,521,561	¥ 8,864,342
Tim Hortons Restaurants International GmbH (THRI)
Related Party Transaction [Line Items]
Amount due to related parties	23,360,192		10,390,081	¥ 6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd
Related Party Transaction [Line Items]
Amount due to related parties	2,600,755		1,470,000
Cartesian Capital Group, LLC
Related Party Transaction [Line Items]
Amount due to related parties	¥ 921,472		¥ 933,930

Inventories (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Inventories (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventories
Food, beverage and packaged products	¥ 36,941,115		¥ 52,713,996	¥ 31,858,814
Merchandise for e-commerce sales	24,455,115		14,164,790	6,927,512
Others	9,874,657		4,588,731	3,693,077
Inventory, Net, Total	71,270,887		71,467,517	42,479,403
Provision for Inventories write-down	¥ 296,141	¥ 10,324	¥ 387,999	¥ 0	¥ 0

Fair Value Measurement

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurement

25.	Fair Value Measurement

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2023:


	As of March 31, 2023			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	249,000,432	—	249,000,432

Liabilities
Convertible notes	—	—	366,261,610	366,261,610
ESA derivative liabilities	—	—	151,177,400	151,177,400
Warrant liabilities	—	—	77,100,474	77,100,474
Liability-settled share-based payment to non-employee	—	—	5,909,662	5,909,662
Deferred contingent consideration liability	—	—	65,968,319	65,968,319
	—	—	666,417,465	666,417,465

The table below reflects the reconciliation from the opening balances to the closing balances for recuring fair value measurement of the fair value hierarchy for the three months ended March 31, 2023 and for the year ended December 31, 2022:


						Liability-settled
		Short-term				share-based	Deferred
		investment				payment to	contingent
		(Note 4)	Convertible notes	Warrant liabilities	ESA derivative liabilities	non-employee	consideration
Balance as of January 1, 2023		372,375,701	354,080,264	19,083,004	269,251,436	4,039,468	—
Additions		—	—	—	—	—	65,968,319
Changes in fair value, excluding impact of instrument-specific credit risk		1,386,293‬	14,271,504	58,183,824	(32,522,679)	1,924,076	—
Realized gain recognized in interest income		(686,130)	—	—	—	—	—
Changes in fair value due to instrument specific credit risk		—	2,607,294	—	—	—	—
Foreign currency translation adjustment		(6,409,879)	(4,697,452)	(166,354)	(4,633,745)	(53,882)	—
Settlement of first tranche of ESA Agreement	4	(117,665,553)	—	—	(80,917,612)	—	—
Balance as of March 31, 2023		249,000,432	366,261,610	77,100,474	151,177,400	5,909,662	65,968,319

The convertible notes were measured at fair value using the Binomial Option Pricing Model. The ESA derivative liabilities and Liability-settled share-based payment to non-employee were measured at fair value using the Black-Scholes Option Pricing Model. The warrants liabilities were measured at fair value using the Monte Carlo Simulation Model. Deferred contingent consideration was measured at fair value using a combination of Discounted Cashflow method and Black-Scholes Option Pricing Model.

25.	Fair Value Measurement (Continued)

As of March 31, 2023, the key assumptions were as follow:


	Convertible						Liability-settled share-based		Deferred contingent
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee		consideration
Expected volatility	24.00	%	17.00%-19.00	%	27.00	%	23.00	%	N/A	%
Risk-free interest rate (per annum)	3.53	%	4.62%-4.65	%	3.67	%	4.41	%	3.80	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$4.07		US$4.07		US$4.07		US$4.07		N/A
Discount rate	N/A		N/A		N/A		N/A		25.00	%
Annual per store revenue growth rate	N/A		N/A		N/A		N/A		2.00	%
Bond yield	12.19	%	N/A		N/A		N/A		N/A
Coupon rate	9.00	%	N/A		N/A		N/A		N/A

The fair value of the convertible notes, ESA derivative liabilities, warrants liabilities, Deferred contingent consideration and Liability-settled share-based payment to non-employee as of March 31, 2023 were estimated by management with the assistance of an independent valuation firm.

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Convertible notes. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Convertible notes in effect at the Convertible notes’ valuation date. The expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares and the Company does not intend to pay dividend before the Company becomes profitable. The bond yield was based on the market yield of comparable bonds with similar credit rating.

The fair value of the Deferred contingent consideration as of March 31, 2023 was estimated by management with the assistance of an independent valuation firm using a combination of discounted cashflow model and the Black-Scholes model as the deferred contingent consideration is largely based on revenue generated from Popeyes restaurants. The cashflow forecast is based on management plan of Popeyes restaurants to be opened during the forecast period and expected average revenue per store, which consider the store opening milestones stipulated in the Popeyes master development agreement and historical experience of per store revenue with comparable store size and type of food menu. The risk-free interest rate was estimated based on the yield on USD-denominated United States government bond with the similar maturity date as the risk-free-rate of Black-Scholes model. The expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares and the Company does not intend to pay dividend before the Company becomes profitable.

The inputs used in the analysis for both March 31, 2023 and December 31, 2022 were classified as Level 3 inputs within the fair value hierarchy due to the lack of observable market data and activity.

24.Fair Value Measurement

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021:


	As of December 31, 2022			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	372,375,701	—	372,375,701

Liabilities
Convertible notes	—	—	354,080,264	354,080,264
ESA derivative liabilities	—	—	269,251,436	269,251,436
Warrant liabilities	—	—	19,083,004	19,083,004
Liability-settled share-based payment to non-employee	—	—	4,039,468	4,039,468

	—	—	646,454,172	646,454,172


	As of December 31, 2021			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Liabilities
Convertible notes	—	—	318,466,215	318,466,215

24.Fair Value Measurement (continued)

The table below reflects the reconciliation from the opening balances to the closing balances for recuring fair value measurement of the fair value hierarchy for the years ended December 31, 2022 and 2021:


					Liability-settled
					share-based
					payment to
	Convertible notes	Short-term investment	Warrant liabilities	ESA derivative liabilities	non-employee
Balance as of January 1, 2021	—	—	—	—	—
Additions	312,092,172	—	—	—	—
Changes in fair value of convertible notes, excluding impact of instrument-specific credit risk	5,577,001	—	—	—	—
Changes in fair value of convertible notes due to instrument-specific credit risk	548,029	—	—	—	—
Foreign currency translation adjustment	249,013	—	—	—	—
Balance as of December 31, 2021	318,466,215	—	—	—	—

Balance as of January 1, 2022	318,466,215	—	—	—	—
Additions	—	370,242,173	65,418,439	88,172,680	11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk	4,493,605	2,133,528	(45,903,468)	186,598,308	(7,390,032)
Changes in fair value due to instrument specific credit risk	1,520,393	—	—	—	—
Foreign currency translation adjustment	29,600,051	—	(431,967)	(5,519,552)	(89,834)
Balance as of December 31, 2022	354,080,264	372,375,701	19,083,004	269,251,436	4,039,468

As of December 31, 2022, the assumptions were as follow:


	Convertible						Liability-settled share-based
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee
Expected volatility	28.00	%	18.00% – 26.00	%	26.00	%	26.00	%
Risk-free interest rate (per annum)	4.10	%	4.05% – 4.62	%	4.07	%	4.39	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$2.78		US$2.78		US$2.78		US$2.78
Bond yield	13.30	%	—		—		—
Coupon rate	9.00	%	—		—		—

24.Fair Value Measurement (continued)

The convertible notes were measured at fair value as of December 31, 2021 using the Binomial Option Pricing Model with the following assumptions:


	2021
Expected volatility	25.00	%
Risk-free interest rate (per annum)	1.10	%
Expected dividend yield	0.00	%
Bond yield	11.00	%
Coupon rate	9.00	%
Fair value of the underlying ordinary share (before share split)	US$6,079.83

The fair value of the convertible notes, ESA derivative liabilities, warrants liabilities and Liability-settled share-based payment to non-employee as of December 31, 2022 and fair value of the convertible notes as of December 31, 2021 were estimated by management with the assistance of an independent valuation firm.

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Notes. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Notes in effect at the Note’s valuation date. The expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares and the Company does not intend to pay dividend before the Company becomes profitable. The bond yield was based on the market yield of comparable bonds with similar credit rating.

The inputs used in the analysis for both December 31, 2022 and 2021 were classified as Level 3 inputs within the fair value hierarchy due to the lack of observable market data and activity.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Prepaid Expenses and Other Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

7.	Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	March 31, 2023	December 31, 2022
Creditable input VAT	72,350,068	69,665,847
Short-term deposits	5,051,553	3,468,215
Receivables from payment processors and aggregators	15,223,921	10,217,082
Prepaid marketing expenses	4,917,340	11,582,119
Others	17,976,419	13,341,468
	115,519,301	108,274,731

7.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31, 2022	December 31, 2021
Creditable input VAT	69,665,847	50,212,274
Short-term deposits	3,468,215	4,161,725
Receivables from payment processors and aggregators	10,217,082	17,701,386
Prepaid rental expenses	—	15,272,677
Prepaid marketing expenses	11,582,119	14,666,752
Deferred offering costs	—	18,475,035
Others	13,341,468	22,348,446
	108,274,731	142,838,295

Changes in Shareholders' Equity

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Changes in Shareholders' Equity

Changes in Shareholders' Equity

24.	Changes in Shareholders’ Equity


		Ordinary shares						Accumulated	Total equity
		Number of		Additional		Subscription	Accumulated	other	attributable to shareholders	Non-controlling	Total shareholders’
	Note	issued shares	Amount	paid-in capital	Treasury shares	receivables	losses	comprehensive income	of the Company	interests	equity
		RMB	RMB	RMB	RMB	RMB	RMB	RMB	RMB	RMB
Balance at January 1, 2022		116,691	7,497	937,315,273	—	—	(637,528,160)	35,743,691	335,538,301	3,556,735	339,095,036

Net income		—	—	—	—	—	(150,616,326)	—	(150,616,326)	(645,728)	(151,262,054)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes		—	—	—	—	—	—	(330,112)	(330,112)	—	(330,112)
Foreign currency translation adjustment, net of nil income taxes		—	—	—	—	—	—	485,154	485,154	—	485,154

Balance at March 31, 2022		116,691	7,497	937,315,273	—	—	(788,144,486)	35,898,733	185,077,017	2,911,007	187,988,024

Balance at January 1, 2023		149,181,538	8,616	1,472,014,651	—	—	(1,380,173,392)	17,000,825	108,850,700	1,453,716	110,304,416
Net loss		—	—	—	—	—	(174,884,633)	—	(174,884,633)	433,145	(174,451,488)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes		—	—	—	—	—	—	(2,607,294)	(2,607,294)	—	(2,607,294)
Foreign currency translation adjustment, net of nil income taxes		—	—	—	—	—	—	1,029,466	1,029,466	—	1,029,466
Unrealized gain on short-term investment, net of nil income taxes		—	—	—	—	—	—	700,163	700,163	—	700,163
Transaction cost of Merger and PIPE Transactions		—	—	(1,924,076)	—	—	—	—	(1,924,076)	—	(1,924,076)
Transaction cost of equity financing through ESA		—	—	(1,334,150)	—	—	—	—	(1,334,150)	—	(1,334,150)
Stock-based compensation		—	—	3,160,986	—	—	—	—	3,160,986	—	3,160,986
Popeyes Transaction	2	11,466,574	742	167,151,137	—	—	—	—	167,151,879	—	167,151,879

Balance at March 31, 2023		160,648,112	9,358	1,639,068,548	—	—	(1,555,058,025)	16,123,160	100,143,041	1,886,861	102,029,902

On March 15, 2023, Pangaea Two Acquisition Holdings XXIIA, Ltd. (the parent company of the Company) irrevocably surrendered to the Company for nil consideration 300,000 ordinary shares of the Company. These 300,000 ordinary shares have been transferred to treasury shares and will be retained for future incentive grants to certain employees of the Company. Since these shares were repurchased by the Company for purposes other than retirement with no consideration paid, nil amount was recognized in the treasury shares balance in the consolidated balance sheet as of March 31, 2023.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

22. Shareholders’ Equity

On May 28, 2018, the Company issued 10,000 ordinary shares to THRI as consideration to acquire the entire issued capital shares of THHK.

On June 12, 2018, the Company issued 90,000 ordinary shares to Pangaea Two Acquisition Holdings XXIIB, Ltd. for a total cash consideration of US$90,000,000, which are to be settled in three equal installments in June 2018, 2019 and 2020, respectively. As of December 31, 2020, all the three installments in the amount of US$30,000,000 (equivalent to RMB192,363,000) each, have been received. Issuance cost incurred in connection with the third installment in the amount of RMB1,719,802 was charged against additional paid-in capital.

On October 26, 2020, the Company issued 1,000 and 500 ordinary shares to L&L Tomorrow Holdings Limited (an entity controlled by Mr. Lu Yongchen) and Lord Winterfell Limited (an entity controlled by Chief Marketing Officer, Ms. He Bin), respectively. The cash consideration amounted to US$1,500,000 (equivalent to RMB10,089,000) was fully paid up.

On February 26, 2021, the Company issued 15,013 ordinary shares to Pangaea Two Acquisition Holdings XXIIB, Ltd. at a cash consideration of US$45,000,000 (equivalent to RMB291,393,000). On March 1, 2021, the cash consideration has been fully paid up.

On August 11, 2021, the Board of Directors approved issuance of 178 ordinary shares of the Company to L&L Tomorrow Holdings Limited at a price per share of US$1,000 in lieu of cash bonus to Chief Executive Office, Mr. Lu Yongchen. On August 12, 2021, these shares were issued.

On June 7, 2022, the Board of Directors approved issuance of 164 pre-split ordinary shares (equivalent to 174,544 ordinary shares after share split) of the Company to L&L Tomorrow Holdings Limited in lieu of cash bonus of US$164,000 (equivalent to RMB1,355,772) due to the Chief Executive Officer, Mr. Lu Yongchen. On June 24, 2022, these shares were issued. The total fair value of such shares was US$1,487,237, resulting in share-based compensation expense of US$1,323,237 (equivalent to RMB8,608,713) recognized for the year ended December 31, 2022 as general and administrative expenses.

22.Shareholders’ Equity (continued)

On September 27, 2022, the Company issued 7,745 pre-split ordinary shares (equivalent to 8,242,983 ordinary Shares after share split) to THC Hope IB Limited for nil consideration which were related to outstanding share options that have been granted as of June 30, 2022. THC Hope IB Limited is a trust established to hold securities on behalf of certain employees and members of management. These shares are considered as treasury shares because THC Hope IB Limited is a consolidated subsidiary of the Company.

On September 28, 2022, the Company issued 5,693,636 ordinary shares and 17,250,000 Public Warrants and 4,450,000 Sponsor Warrants to acquire US$3,408,651 (equivalent to RMB24,237,896) of cash of the SPAC and assumed US$8,700,000 (equivalent to RMB61,863,090) of warrant liabilities of the SPAC.

On September 28, 2022, the Company issued 5,050,000 ordinary shares and 1,200,000 PIPE Warrants in connection with the PIPE Transaction. The Company received gross proceeds of US$44,500,100 (equivalent to RMB316,426,861) and recognized US$500,000 (equivalent to RMB3,555,349) of warrant liabilities related to the PIPE Transaction.

US$12,069,689 (equivalent to RMB85,728,299) offering cost related to the Merger Transaction and PIPE Transaction incurred and charged against additional paid-in upon the consummation of Merger Transactions, of which US$580,000 (equivalent to RMB4,039,468) is liability-settled share-based payment (See Note 16) in exchange of services provided.

On September 28, 2022, the Company issued 5,000,000 ordinary shares to the ESA Investors and the Company received the subscription price of US$50,000,000 (equivalent to RMB355,535,000) in the collateral account. The Company recognized ESA derivative liabilities of US$12,400,000 (equivalent to RMB88,172,680).

On November 9, 2022, the Company issued 826,446 ordinary shares to Cantor as consideration (equivalent to RMB21,656,700) for its irrevocable commitment to purchase the ordinary shares of the Company.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Contract Liabilities - Additional Information (Details) - CNY (¥)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	¥ 4,029,358	¥ 4,061,794
Revenue recognized that was included in the contract liability balance at the beginning of the year	7,212,814	13,829,722
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized		¥ 750,618
Period of revenue expected to be recognized		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	¥ 772,613
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized		¥ 3,311,176
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Minimum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of revenue expected to be recognized		2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	¥ 3,256,745
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 \| Minimum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of revenue expected to be recognized	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2033-01-01 \| Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of revenue expected to be recognized		10 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2033-04-01 \| Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of revenue expected to be recognized	10 years

Other Current Liabilities (Details)	1 Months Ended			3 Months Ended	12 Months Ended
Other Current Liabilities (Details)	Oct. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) shares	Aug. 31, 2022 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥) shares	Dec. 31, 2022 USD ($)	Mar. 31, 2023 CNY (¥) shares	Dec. 31, 2021 CNY (¥)
Other Current Liabilities
Accrued payroll and employee-related costs					¥ 88,469,812		¥ 71,949,080	¥ 47,194,542
Payable for acquisition of property and equipment					139,578,631		132,515,365	172,981,034
Guarantee deposits					11,695,000		8,765,000	6,620,000
Accrued marketing expenses					11,901,810		9,991,675	10,639,627
Sundry taxes payable					6,707,784		6,256,685	2,329,431
Accrued professional service fee					9,076,767		27,425,713	8,205,320
Accrued offering costs					4,039,468		5,909,662	9,164,827
Accrued rental expenses					4,242,805			3,210,387
Other accrual expenses					34,742,278		49,126,885	25,733,407
Total other current liabilities					310,454,355		¥ 311,940,065	¥ 286,078,575
Service fees \| $	$ 1,000,000	$ 2,000,000	$ 3,000,000	$ 2,000,000
Fair value of the options granted					¥ 4,039,468	$ 580,000
Ordinary shares, issued \| shares		200,000	200,000		149,181,538		160,648,112

Other income (Details) - CNY (¥)	12 Months Ended
Other income (Details) - CNY (¥)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other income.
Government grants	¥ 5,996,537	¥ 3,319,871	¥ 3,329,009
Others	1,155,918	156,000	9,779
Total other income	¥ 7,152,455	¥ 3,475,871	¥ 3,338,788

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2023
Document and Entity Information [Abstract]
Document Type	F-4/A
Amendment Description	Amendment No. 1
Amendment Flag	true
Entity Registrant Name	TH International Limited
Entity Emerging Growth Company	true
Entity Central Index Key	0001877333
Entity Ex Transition Period	false

Share-based compensation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-based compensation

20.	Share-based Compensation

Share options

The Company granted nil Original Option Units to the employees or directors (collectively as “Grantees”) during the three months ended March 31, 2023.

As of March 31, 2023, 12,895,561 Original Option Units (equivalent to 3,523,167 ordinary shares after share split) are exercisable. The following table sets forth the activities of Original Option Units for the three months ended March 31, 2023:


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2023	28,366,000	0.35	0.29	6.67	14,548,534
Granted	—	—	—	—	—
Forfeited	(335,000)	0.59	—	—	—
Outstanding as of March 31, 2023	28,031,000	0.35	0.29	6.41	23,243,902
Expected to be vested as of March 31, 2023	28,031,000	0.35	0.29	6.41	23,243,902

No Additional Option Units are exercisable as of March 31, 2023. The following table sets forth the activities of Additional Option Units for the three months ended March 31, 2023:


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2023	1,292,041	0.80	0.57	1.42	309,270
Granted	—	—	—	—	—
Forfeited	(47,955)	0.87	—	—	—
Outstanding as of March 31, 2023	1,244,086	0.80	0.56	1.17	482,350
Expected to be vested as of March 31, 2023	1,244,086	0.80	0.56	1.17	482,350

The Company granted 6,000,000 units (equivalent to 1,738,200 ordinary shares after share split) of Restricted Share Units to Grantees during the year ended December 31, 2019 and has not granted any Restricted Share Units since then. As of March 31, 2023, 4,500,000 Restricted Share Units (equivalent to 1,303,754 ordinary shares after share split) out of the 6,000,000 Restricted Share Units granted (equivalent to 1,738,338 ordinary shares after share split) are exercisable. No Restricted Share Units were forfeited during the three months ended March 31, 2023.

20.Share-based Compensation

Share options

On March 19, 2019, the Board approved the 2019 Share Option Scheme (“Scheme”) to attract and retain key employees, which allowed for a maximum of 50,000,000 share units (equivalent to 14,486,152 ordinary shares after share split) to be issued under the Scheme (“Original Option Units”).

On September 28, 2022, the terms of the Scheme were amended and restated to allow a maximum aggregate number of ordinary shares of the Company that may be issued under the Scheme to be 14,486,152 shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions).

The Company granted 1,666,000 Original Option Units (equivalent to 482,666 ordinary shares after share split) and 7,194,000 Original Option Units (equivalent to 2,084,268 ordinary shares after share split) to the employees or directors (collectively as “Grantees”) during the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, 12,579,311 Original Option Units (equivalent to 3,514,114 ordinary shares after share split) are exercisable. The following table sets forth the activities of Original Option Units for the year ended December 31, 2022:


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	27,098,000	0.31	0.27	6.80	38,324,597
Granted	1,666,000	1.06	—	—	—
Forfeited	(398,000)	0.56	—	—	—
Outstanding as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140
Expected to be vested as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140

During the years ended December 31, 2022 and 2021, the Company granted additional 460,756 share option units (equivalent to 133,494 ordinary shares after share split) and 955,643 share option units (equivalent to 276,872 ordinary shares after share split) to certain employees with an exercise price of US$1.20 and US$0.60 to settle the accrued bonus of RMB3,520,177 and RMB3,769,622 for these employees (“Additional Option Units”), respectively, which are immediately vested on the grant date and will become exercisable after a three-year pre-requisite service period, counting from the grant date. If employment of the Grantees is terminated (either voluntarily or involuntarily) prior to exercise, a cash payment equal to the cash bonus plus interest at the interest rate of People’s Bank of China for the term commencing on the signing date of Additional Option Units contract until the cease date is made to the Grantees. Upon exercise of the Additional Option Units, the cash settlement feature lapses. Since the Additional Option Unit is with two components in which exercise of one part cancels the other, in measuring compensation cost, the award is treated as a combination of: (i) a cash bonus payable in the amount of RMB3,520,177 plus interest and RMB3,769,622 plus interest for the years ended December 31, 2022 and 2021 respectively, and (ii) 460,756 Additional Option Units (equivalent to 133,494 ordinary shares after share split) and 933,742 share option units (equivalent to 270,527 ordinary shares after share split) with three-year pre-requisite service period, respectively.

20.Share-based Compensation (continued)

No Additional Option Units are exercisable as of December 31, 2022. The following table sets forth the activities of Additional Option Units for the year ended December 31, 2022:


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	933,742	0.60	0.41	1.34	831,030
Granted	460,756	1.20	—	—	—
Forfeited	(102,457)	0.81	—	—	—
Outstanding as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520
Expected to be vested as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520

The Company granted 6,000,000 units (equivalent to 1,738,338 ordinary shares after share split) of Restricted Share Units to Grantees during the year ended December 31, 2019 and has not granted any Restricted Share Units since then. As of December 31, 2022, 4,500,000 Restricted Share Units (equivalent to 1,303,754 ordinary shares after share split) out of the 6,000,000 Restricted Share Units granted (equivalent to 1,738,338 ordinary shares after share split) are exercisable. No Restricted Share Units were forfeited during the year ended December 31, 2022.

Options granted to Grantees were measured at fair value as of the respective grant dates using the Binomial Option Pricing Model with the following assumptions:


	2022		2021		2020
Expected volatility	25.00	%	24.74% – 25.00	%	24.51% – 26.99	%
Risk-free interest rate (per annum)	2.50% – 2.80	%	2.47% – 2.53	%	1.01% – 1.12	%
Exercise multiple	2.50 – 2.80		2.50 – 2.80		2.50 – 2.80
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	10		10		6
Fair value of underlying unit (3.45 unit = 1 ordinary share)	US$1.86		US$0.88 – US$1.49		US$0.37 – US$0.53

The estimated fair value of the underlying unit at the grant date was estimated by management with the assistant of an independent valuation firm. The income approach involves applying discounted cash flow analysis based on the Company’s projected cash flow using management’s best estimate as of the valuation dates. Estimating future cash flow requires the Company to analyze projected revenue growth, gross margins, operating expense levels, effective tax rates, capital expenditures, working capital requirements, and discount rates. The Company’s projected revenues were based on expected annual growth rates derived from a combination of historical experience and the general trend in this industry. The revenue and cost assumptions used are consistent with the Company’s long-term business plan and market conditions in this industry. The Company also has to make complex and subjective judgments regarding its unique business risks, its limited operating history, and future prospects at the time of grant.

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Company’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Company’s options in effect at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of empirical studies on the actual exercise behavior of employees. The expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares, and the Company does not intend to pay dividend before the Company becomes profitable. The expected term is calculated from the grant date to estimated IPO date or the contractual term of the option.

20. Share-based Compensation (continued)

Original Option Units, Additional Option Units and Restricted Share Units all have a service condition and a performance condition on the completion of an IPO of the Company. The Merger Transaction was consummated on September 28, 2022 and therefore the performance condition on the completion of an IPO of the Company has been achieved. Upon the completion of the Merger Transaction as of September 28, 2022, the Company immediately recognized share-based compensation expenses of RMB33,194,871 for Original Option Units, Additional Option Units and Restricted Share Units vested cumulatively. All of share-based compensation expenses relating to Original Option Units, Additional Option Units and Restricted Share Units in the amount of RMB44,421,298 for the year ended December 31, 2022 were included in general and administrative expenses.

Consolidated Balance Sheets - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	¥ 364,570,314	¥ 239,077,430		¥ 390,837,386
Short-term investment	249,000,432	372,375,701
Accounts receivable, net	11,263,437	5,617,195		9,817,292
Inventories	71,270,887	71,467,517		42,479,403
Prepaid expenses and other current assets	115,519,301	108,274,731		142,838,295
Total current assets	811,624,371	796,812,574		585,972,376
Non-current assets
Property and equipment, net	742,644,233	720,035,970		554,015,231
Intangible assets, net	130,874,067	96,018,313		77,593,680
Operating lease right-of-use assets	913,908,585	946,872,784
Other non-current assets	80,362,581	82,270,359		67,311,223
Total non-current assets	1,867,789,466	1,845,197,426		698,920,134
Total assets	2,679,413,837	2,642,010,000		1,284,892,510
Current liabilities
Short-term bank borrowings	451,907,204	407,807,493		192,055,323
Accounts payable	108,503,078	105,673,391		60,952,491
Contract liabilities	23,561,626	22,122,305		14,129,311
Amount due to related parties	34,017,577	22,484,963		14,073,915
Operating lease liabilities	179,661,715	180,468,426
Derivative financial liabilities	151,177,400	269,251,436
Other current liabilities	311,940,065	310,454,355		286,078,575
Total current liabilities	1,260,768,665	1,318,262,369		567,289,615
Non-current liabilities
Long-term bank borrowings	7,769,516	8,800,016		11,903,452
Contract liabilities	3,256,745	3,311,176		970,486
Operating lease liabilities	788,088,534	820,248,803
Derivative financial liabilities	77,100,474	19,083,004
Convertible notes, at fair value	366,261,610	354,080,264		318,466,215
Other non-current liabilities	74,138,391	7,919,952		47,167,706
Other liabilities	249,750	261,643
Total non-current liabilities	1,316,615,270	1,213,443,215		378,507,859
Total liabilities	2,577,383,935	2,531,705,584		945,797,474
Shareholders' equity
Ordinary shares (US$0.0000094 par value, 500,000,000 shares authorized, 149,181,538 shares and 140,938,555 shares issued and outstanding as of December 31, 2022, respectively, 124,193,929 shares issued and outstanding as of December 31, 2021)	9,358	8,616		7,497
Additional paid-in capital	1,639,068,548	1,472,014,651		937,315,273
Accumulated losses	(1,555,058,025)	(1,380,173,392)		(637,528,160)
Accumulated other comprehensive income	16,123,160	17,000,825		35,743,691
Treasury shares (8,542,983 and 8,242,983 ordinary shares as of March 31, 2023 and December 31, 2022, respectively)
Total equity attributable to shareholders of the Company	100,143,041	108,850,700		335,538,301
Non-controlling interests	1,886,861	1,453,716		3,556,735
Total shareholders' equity	102,029,902	110,304,416	¥ 187,988,024	339,095,036	¥ 433,052,250	¥ 372,591,692
Commitments and Contingencies
Total liabilities and shareholders' equity	¥ 2,679,413,837	¥ 2,642,010,000		¥ 1,284,892,510

Derivative Financial Liabilities - Additional information (Details) - Feb. 10, 2023	CNY (¥)	USD ($)
Derivative Financial Liabilities
ESA Proceeds Released from Collateral Account	¥ 36,747,941	$ 5,413,344
ESA proceeds released from collateral account and returned to shaolin	¥ 80,917,612	$ 11,919,983

Summary of Significant Accounting Policies - Basis of preparation (Details) - Company owned and operated stores - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Store depreciation and amortization	¥ 32,973,580	¥ 25,887,727	¥ 118,658,800	¥ 62,678,633	¥ 16,449,684
Store rental expense		¥ 9,089,002

Short-term Investment

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Short-term Investment

Short-term Investment

4.	Short-term Investment

4.Short-term Investment

In September 2022, the cash in the collateral account amounting to US$53,169,218 (equivalent to RMB377,490,814) was used to acquire securities issued by a financial institution in United States of America. These securities are financial products and the underlying assets are US treasury bonds. These securities are classified as Available-for-Sale securities (“AFS”) in accordance with ASC 320 because these securities are not acquired for trading purpose and they do not have maturity dates either. AFS are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses on AFS are recognized in other comprehensive income, while realized gains and losses and impairment losses are recognized in consolidated statements of operations. Upon sale, gains and losses are reclassified from other comprehensive income into earnings based on specific identification of securities sold. The AFS securities are determined to be restricted because the Company is unable to trade or substitute these securities without written consent from Shaolin. As of December 31, 2022, unrealized losses on the AFS securities of RMB2,133,528 were recognized in other comprehensive income and no realized gains and losses and impairment losses are recognized.

Derivative Financial Liabilities (Details)	Sep. 29, 2022 $ / shares	Sep. 28, 2022 D ¥ / shares $ / shares shares	Sep. 28, 2022 $ / shares shares
Derivative Financial Liabilities
Warrants issued \| shares		22,900,000	22,900,000
Warrants expiration term		5 years	5 years
Warrants exercise price \| ¥ / shares		¥ 11.50
Number of shares called by each warrant \| shares		1	1
Price per Ordinary Share equals or exceeds US$10.00 but less than US$18.00, \| Minimum [Member]
Derivative Financial Liabilities
Warrants exercise price			$ 10.00
Price per Ordinary Share equals or exceeds US$10.00 but less than US$18.00, \| Maximum [Member]
Derivative Financial Liabilities
Warrants exercise price			$ 18.00
Warrants redemption price		¥ 0.1
Public Warrants
Derivative Financial Liabilities
Warrants issued \| shares		17,250,000	17,250,000
Warrants exercise price			$ 18.00
Public Warrants \| Price per Ordinary Share equals or exceeds US$18.00
Derivative Financial Liabilities
Warrants redemption price		¥ 0.01
Private Warrants
Derivative Financial Liabilities
Warrants exercisable term days \| D		30
Private Warrants \| Price per Ordinary Share equals or exceeds US$18.00
Derivative Financial Liabilities
Warrants exercise price			$ 18.00
Warrants redemption price	$ 0.1
Private Warrants \| Price per Ordinary Share equals or exceeds US$10.00 but less than US$18.00,
Derivative Financial Liabilities
Warrants exercise price	10.00
Warrants redemption price	$ 18.00
Sponsor Warrants
Derivative Financial Liabilities
Warrants issued \| shares		4,450,000	4,450,000
PIPE Warrants
Derivative Financial Liabilities
Warrants issued \| shares		1,200,000	1,200,000

Leases

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Leases

14.	Leases

Generally, the Company does not have renewal options for leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of rental expense for the three months ended March 31, 2023 were as follows:


		RMB
Operating lease cost		71,046,072
Variable lease cost		3,446,070
Short-term lease cost		128,165
Total rental expense		74,620,307

Amounts reported in the consolidated balance sheet as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023	December 31, 2022
Assets
Operating lease right-of-use assets	913,908,585	946,872,784

Liabilities
Current
Current operating lease liabilities	179,661,715	180,468,426
Non-current operating lease liabilities	788,088,534	820,248,803
Total operating lease liabilities	967,750,249	1,000,717,229

Other information related to operating leases as of March 31, 2023 was as follows:


	RMB
Cash paid for amounts included in the measurement of lease liabilities	64,961,006
Right-of-use assets obtained in exchange for new lease liabilities	27,709,016
Weighted-average remaining lease term (years)	4.65
Weighted-average discount rate	5.86	%

14.	Leases (Continued)

Maturities of operating lease liabilities under non-cancellable leases as of March 31, 2023 are as follows:


		Operating lease
		commitments
Twelve months ending March 31, 2024		262,330,419
2025		263,334,193
2026		243,207,757
2027		193,009,108
2028		132,805,889
Thereafter		136,934,316
Total undiscounted lease payments		1,231,621,682
Less: imputed interest		(263,871,433)
Total lease liabilities		967,750,249

14.Leases

Generally, the Company does not have renewal options for leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of rental expense for the year ended December 31, 2022 were as follows:


		RMB
Operating lease cost		254,209,990
Variable lease cost		(3,718,849)
Short-term lease cost		113,048
Total rental expense		250,604,189

Amounts reported in the consolidated balance sheet as of December 31, 2022 were as follows:


Asset		RMB
Operating lease right-of-use assets		946,872,784

Liabilities
Current
Current operating lease liabilities		180,468,426
Non-current operating lease liabilities		820,248,803
Total operating lease liabilities		1,000,717,229

Other information related to operating leases as of December 31, 2022 was as follows:


	RMB
Cash paid for amounts included in the measurement of lease liabilities	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	241,609,016
Weighted-average remaining lease term (years)	5.61
Weighted-average discount rate	5.96	%

14.Leases (continued)

Maturities of operating lease liabilities under non-cancellable leases as of December 31, 2022 are as follows:


		Operating lease
		commitments

Year ending December 31, 2023		261,058,233
2024		265,552,769
2025		247,539,671
2026		204,062,024
2027		143,088,301
Thereafter		155,132,379

Total undiscounted lease payments		1,276,433,377

Less: imputed interest		(275,716,148)

Total lease liabilities		1,000,717,229

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of Significant Accounting Policies

3.	Summary of Significant Accounting Policies

Basis of Preparation

The accompanying unaudited condensed consolidated financial statements of TH International Limited and its subsidiaries (“the Company”) have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements of the Company. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as of and for the year ended December 31, 2022.

In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of March 31, 2023, the results of operations and cash flows for the three months ended March 31, 2023 and 2022 have been made.

Comparative Information

The store depreciation and amortization and store rental expense in the Consolidated Statement of Operations for the three months ended March 31, 2022 in the amount of RMB25,887,727 and RMB9,089,002 respectively, have been reclassified from Other operating expenses to Store depreciation and amortization and Store rental expenses caption respectively, to conform to the current period's presentation to facilitate comparison.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include incremental borrowing rate, fair value of long-lived assets, share-based compensation arrangements, earn-in shares, earn-out shares, liability-settled share-based payment to non-employee, ESA derivative liabilities, deferred contingent consideration, warrant liabilities and convertible notes.

3.	Summary of Significant Accounting Policies (Continued)

Risks and Concentration

Foreign exchange risk

As the Company’s principal activities are carried out in PRC, the Company’s transactions are mainly denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People’ Bank of China or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the People’ Bank of China that are determined largely by supply and demand.

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company’s credit risk primarily arises from cash, short-term investment, prepaid expenses and other current assets and accounts receivable. The bank deposits, including term deposits, with financial institutions in the mainland of the PRC and Hong Kong Special Administrative Region (“HKSAR”) are insured by the government authorities up to RMB500,000 and HKD500,000, respectively. Total bank deposits are insured by the government authority with amounts up to RMB11,992,649 and RMB11,631,710 as of March 31, 2023 and December 31, 2022, respectively.

The Company expects that there is no significant credit risk associated with the cash and short-term investment which are held by reputable financial institutions. The Company believes that it is not exposed to unusual risks as these financial institutions have high credit quality.

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Accounts receivable are unsecured and are primarily derived from revenue earned from sub-franchisees. The risk with respect to accounts receivable is mitigated by credit evaluations performed on them.

Concentration of operating risk

The Company owns, operates and franchises stores in the PRC, including Hong Kong and Macau under the “Tim Hortons” brand. Such business activities are solely dependent upon its master development agreement with THRI. The Company’s failure to comply its master development agreement with THRI would have a material adverse effect on its financial condition, results of operations, and cash flows.

3.	Summary of Significant Accounting Policies (Continued)

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:

	March 31, 2023	December 31, 2022
Cash on hand	223,697	212,598

Financial institutions in Mainland China
—Denominated in RMB	79,608,933	102,427,994
—Denominated in USD	937,221	69,063,161
Total cash balances held at Mainland China financial institutions	80,546,154	171,491,155

Financial institutions in HKSAR
—Denominated in RMB	15,208	5,192
—Denominated in USD	283,785,255	67,368,485‬
Total cash balances held at the HKSAR financial institutions	283,800,463	67,373,677
Total cash balances held at financial institutions	364,346,617	238,864,832
Total cash balances	364,570,314	239,077,430

Changes In Accounting Principle

The Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, and subsequent amendments to the initial guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02, collectively referred to as “ASC 326” on January 1, 2023 using the modified retrospective approach. ASC 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASC 326 eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an entity’s current estimate of all expected credit losses. This adoption did not have a material impact on the Company’s consolidated financial statements.

3.Summary of Significant Accounting Policies

Basis of Preparation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the financial statements of TH International Limited and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. For consolidated subsidiary where the ownership in the subsidiary is less than 100%, the equity interest not held by the Company is shown as non-controlling interests.

These consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has incurred losses since its inception. The Company incurred net losses of RMB745 million, RMB383 million and RMB143 million for the years ended December 31, 2022, 2021 and 2020 respectively. For the year ended December 31, 2022, the Company had net operating cash outflow of RMB287 million. As of December 31, 2022, the Company’s accumulated losses were RMB1,380 million.

The Company had relied principally on proceeds from issuance of ordinary shares, convertible notes and bank borrowings to finance its operations and business expansion. Substantial doubt about the Company’s ability to continue as a going concern existed in prior year due to uncertainty with regards to the financial plan to raise external financing through issuance of ordinary shares to new investors and renewal of credit facilities from banks. This uncertainty was partially alleviated by consummation of the Merger Transaction and related financing transactions as referred to in Note 2.

The Company requires additional liquidity to continue its operations over the next 12 months. The Company has evaluated plans to continue as a going concern such as raising external financing which include: a) obtaining additional loan facilities from banks and renewal of existing bank borrowings when they are due, receiving proceeds from shareholders for issuance of ordinary shares in conjunction with the Popeyes transaction consummated on March 30, 2023 (Note 26) and receiving proceeds for issuance of ordinary shares in conjunction with the Cantor financing arrangements; b) adjusting the pace of the Company’s store network expansion, reducing various discretionary expenditures and optimizing operational efficiency to improve the Company’s cash flow from operations. On such basis, management conclude that there is no substantial doubt about the Company’s ability to continue as a going concern as of the approval date of this financial statements.

Comparative Information

The store depreciation and amortization in the Consolidated Statement of operations for the years ended December 31, 2021 and 2020 in the amount of RMB62,678,633 and RMB16,449,684 have been reclassified from Other operating expense to Store depreciation and amortization caption to conform to the current year’s presentation to facilitate comparison.

Fiscal Calendar

The Company’s fiscal year is from January 1 to December 31.

3.Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions including incremental borrowing rate, fair value of long-lived assets, share-based compensation arrangements, earn-in shares, earn-out shares, liability-settled share-based payment to non-employee, ESA derivative liabilities, warrant liabilities and convertible notes.

Foreign Currency Transaction and Translation

The Company’s reporting currency is Chinese Renminbi Yuan (“RMB”). The functional currency of TH International Limited and its wholly-owned subsidiary incorporated at Hong Kong (THHK) is United States Dollars (“US$”). The functional currency of the Company’s PRC subsidiaries is RMB.

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulted exchange differences are recorded in foreign currency transaction gain or loss in the Consolidated Statements of Operations.

The financial statements of TH International Limited and THHK are translated from US$ into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than deficits generated in the current period are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income / (loss) in the Consolidated Statements of Comprehensive Loss, and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income in the Consolidated Balance Sheets.

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

3.Summary of Significant Accounting Policies (continued)

Concentration of credit risk

The Company’s credit risk primarily arises from cash, short-term investment, prepaid expenses and other current assets and accounts receivable. The bank deposits, including term deposits, with financial institutions in the mainland of the PRC and Hong Kong Special Administrative Region (“HKSAR”) are insured by the government authorities up to RMB500,000 and HKD500,000, respectively. Total bank deposits are insured by the government authority with amounts up to RMB11,631,710 and RMB7,266,814 as of December 31, 2022 and December 31, 2021, respectively.

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386

3.Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, since its incorporation. The Company’s revenues are mainly generated from sales of food, beverage and packaged products by Company owned and operated stores, franchise fees, revenues from other franchise support activities and revenue from e-commerce sales and wholesale products.

Sales of food, beverage and packaged products by Company owned and operated stores

The Company generates majority of its revenue from sales of food, beverage and packaged products to customers by Company owned and operated stores. The revenue amounts exclude sales-related taxes.

For customers who visit the Company’s stores, sales revenue is recognized when Company satisfies its obligation by transferring control of the good to the customer.

The Company also offers its customers food, beverage and packaged products through third-party aggregators’ platforms. When orders are completed by the stores and control of the food, beverage and packaged products is transferred to the delivery staff of third-party aggregators, which control and determine the price for the delivery service, the Company recognizes revenue, excluding delivery fees.

Franchise fees

Franchise fees primarily include upfront franchise fees, continuing fees and revenue from advertising services.

The Company grants franchise rights to sub-franchisees in exchange for upfront franchise fees and continuing fees. The Company recognizes upfront franchise fees received from a sub-franchisee as revenue over the term of the franchise agreement because the franchise rights are accounted for as rights to access the Company’s symbolic intellectual property in accordance with ASC 606. The Company recognizes continuing fees, which are based upon a percentage of sub-franchisee sales, as those sales occur.

For advertising services, the Company often engages third parties to provide services and acts as a principal in the transaction based on its responsibilities of defining the nature of the services and administering and directing all marketing and advertising programs in accordance with the provisions of the Company’s franchise agreements. The Company collects advertising contributions, which are generally based on certain percentage of sales from sub-franchisees. Advertising services provided to sub-franchisees are highly interrelated to franchise right, and are not considered individually distinct. The Company recognizes revenue from advertising services when the related sales occur.

Revenues from other franchise support activities

Other franchise support activities mainly consist of sales of kitchen equipment, raw materials for food, beverage and packaged products and provision of pre-opening and training services to sub-franchisees. These support activities provide stand-alone benefits to the sub-franchisees which are separate from the franchise right and are considered as distinct performance obligations of the Company. The Company recognizes the corresponding revenue of these sales and services when kitchen equipment or products are delivered to and accepted by the sub-franchisees and over the period of time when services are provided, respectively, at the amount that the Company is entitled to receive in exchange.

3.Summary of Significant Accounting Policies (continued)

Loyalty program

The Company operates a loyalty program that allows registered members to earn points for each qualifying purchase. Points, which generally expire 12 months after being earned, may be redeemed for future purchases of products for free or at a discounted price in Company owned and operated stores. Points cannot be redeemed or exchanged for cash. The Company defers revenue associated with the estimated selling price of the points earned by the loyalty program members, as contract liabilities on the Consolidated Balance Sheets. The Company subsequently recognizes revenue when the points are redeemed or expired. The Company estimates the value of the product for which points are expected to be redeemed and redemption patterns, including an estimate of the breakage for points that members will never redeem. The Company reviews the estimated value of points at least annually based upon the latest available information regarding redemption and expiration patterns.

Revenue from e-commerce sales and wholesale products

The Company generates revenue from e-commerce sales, consisting of sale of packaged coffee, tea beverages and single-serve coffee and tea products to customers through third-party e-commerce platforms. The Company recognizes revenue when the control of the goods is transferred to the customers, which occurs upon the delivery of goods.

Beginning from year 2022, the Company generated revenue from wholesale of canned coffee beverage and packaged coffee extract. The Company recognizes revenue when the control of the goods is transferred to the customers, which occurs upon the delivery of goods.

Accounts receivable

Accounts receivable primarily consist of receivables from sub-franchisees which are recognized and carried at the original invoice amount less an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts primarily based on the aging of the receivables and factors surrounding the credit risk of specific sub-franchisees. Accounts receivable balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2022 and 2021, the Company has an allowance for doubtful accounts balance of RMB2.36 million and nil respectively. As of December 31, 2022 and 2021, the Company do not have off-balance-sheet credit exposure related to its sub-franchisees.

Receivables from Payment Processors and Aggregators

Receivables from payment processors such as WeChat and Alipay and aggregators are amounts due from them for clearing transactions and are included in prepaid expenses and other current assets. The cash was paid by customers through these payment processors and aggregators for food and goods provided by the Company. The Company considers and monitors the credit worthiness of the third-party payment processors and aggregators. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Receivable balances are written off after all collection efforts have been exhausted and the potential for recovery is considered remote.

Deferred Offering Costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the proposed offering and that would be charged to shareholders’ equity upon the completion of the proposed offering. Should the proposed offering prove to be unsuccessful, these deferred offering costs will be charged to the Consolidated Statements of Operations.

3.Summary of Significant Accounting Policies (continued)

Inventories

Inventories are stated at the lower of cost (determined by the first-in, first-out method) and net realizable value. Net realizable value is the estimated selling price of the inventory in the ordinary course of business less reasonably predictable costs of disposal. Adjustments are recorded in the cost of revenues to write down the carrying amount of any obsolete and excess inventory to its estimated net realizable value based on historical and forecasted demand.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment, if any. The Company calculates depreciation and amortization on a straight-line basis over the estimated useful lives of the assets as follows: 3 to 15 years for furniture and office equipment, 4 to 12 years for kitchen equipment, 3 to 5 years for capitalized software costs, and shorter of the estimated useful lives and remaining lease term for leasehold improvements. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The Company capitalizes items associated with construction but not yet placed into service, as construction in progress (CIP). Items capitalized include fees associated with the design, build out and furnishing of the stores. Store CIP is not amortized or depreciated until the related assets are ready for intended use. Items are placed into service according to their asset category when the store is open for service.

Internal Development Costs

Capitalized internal costs include payroll expenses related to employees fully dedicated to store construction, decoration design and store site acquisition. Capitalized payroll costs are allocated to each new store location based on the actual time spent on each project. The Company commences capitalizing costs related to construction, decoration design and store site acquisition when it becomes probable that the project will be developed — when the site has been identified and the related profitability assessment has been approved.

Intangible Assets

Intangible assets include the franchise right authorized by THRI and upfront franchise fees requested to pay to THRI upon opening of a new store. The franchise right authorized by THRI is amortized on a straight-line basis over the initial term of 20 years. The upfront franchise fees related to both Company owned and operated stores and franchised stores are capitalized as an intangible asset and amortized on a straight-line basis over the term of each individual franchise agreement, which ranges from 2 to 12 years.

Delivery Costs

Delivery costs are expenses incurred for delivery of food and beverage products sold to customers through third-party aggregator platforms. The Company incurred delivery costs of RMB73,615,391, RMB38,604,864 and RMB12,232,737 for the years ended December 31, 2022, 2021 and 2020, respectively.

3.Summary of Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

The Company reviews long-lived assets (including property and equipment and intangible assets with definite useful lives and operating lease right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. For purposes of impairment testing for individual store, we have concluded that an individual store is the asset group with independent cash flows. If an indicator of impairment exists for an individual store, an estimate of undiscounted future cash flows produced by each individual store is compared to its carrying value. If an individual store is determined to be impaired, the loss is measured by the excess of the carrying amount of the store over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The impairment losses were RMB7,222,765, RMB1,001,880 and nil for the years ended December 31, 2022, 2021 and 2020, respectively.

Employee Benefits

The Company’s subsidiaries in the PRC participate in a government mandated, multi-employer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in the PRC to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Company has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statement of operations amounted to RMB87,557,303, RMB60,189,806 and RMB10,441,439 for the years ended December 31, 2022, 2021 and 2020, respectively.

As a result of COVID-19, the PRC government exempted or reduced certain enterprises’ contributions to basic pension insurance, unemployment insurance, and work injury insurance (“certain social insurance”). The Company’s PRC subsidiaries were exempted from contributions to certain social insurance during the period of February 2020 through December 2020. The exemption was recognized as a reduction of Company owned and operated store expenses and general administrative expenses in the total amount of RMB10,518,612 for the year ended December 31, 2020.

Share-Based Compensation

Share-based awards granted to employees and directors in the form of share options and restricted share units are subject to service and performance conditions. They are measured at the grant date fair value of the awards, and are recognized as compensation expense over the service period for the entire award on a graded-vesting basis and when performance conditions are probable of being achieved. The Company elects to recognize the effect of forfeitures in compensation costs when they occur. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards is reversed.

Share-based payment granted to non-employees in the form of ordinary shares are subject to service and performance conditions. They are measured at the fair value of the goods or services received except where the fair value cannot be estimated, in which case it is measured at the fair value of the equity instrument granted. The fair value of the share-based payment to non-employees classified as liability is periodically re-measured until the settlement of the payment, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with stock options.

3.Summary of Significant Accounting Policies (continued)

Asset Retirement Obligations

The Company recognizes an asset and a liability for the fair value of an asset retirement obligation (“ARO”) when such an obligation is incurred. The Company’s AROs are primarily associated with leasehold improvements which, at the end of the lease, the Company is contractually obligated to remove in order to comply with the lease agreement. As such, the Company amortizes the asset on a straight-line basis over the lease term and accrete the liability to its nominal value using the effective interest method over the lease term.

Commitments and Contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Non-controlling Interests

The Company reports net loss attributable to non-controlling interests separately on the face of the Consolidated Statements of Operations. The portion of equity attributable to non-controlling interests is reported within equity, separately from the Company’s Shareholders’ equity on the Consolidated Balance Sheets.

Leases

Prior to the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”) and subsequent amendments issued by the Financial Accounting Standards Board (“FASB”) on January 1, 2022, operating leases were not recognized on the balance sheet, but rental expense from operating leases that contain rent holidays or scheduled rent increases were recognized on a straight-line basis over the lease term. Contingent rentals based on sales levels in excess of stipulated amounts or solely based on a percentage of the store’s sales, are included in rental expense when attainment of the contingency is considered probable (e.g., when Company sales occur).

The Company adopted ASC 842 on January 1, 2022, using a modified retrospective method for leases that exist at, or are entered into after, January 1, 2022, and has not recast the comparative periods presented in the consolidated financial statements.

Upon adoption of ASC 842, ROU assets and lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. As the rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The incremental borrowing rate is primarily influenced by the risk-free interest rate of China, the Company’s credit rating and lease term.

For operating leases, the Company recognizes a single lease cost on a straight-line basis over the lease term. For rental payments either based on a percentage of the store’s sales in excess of a fixed base amount or solely based on a percentage of the store’s sales, they are recognized as variable lease cost as incurred.

3.Summary of Significant Accounting Policies (continued)

The Company does not have finance leases for the years ended December 31, 2022, 2021 and 2020.

The Company has elected not to recognize ROU assets or lease liabilities for leases with an initial term of 12 months or less; the Company recognizes rental expense for these leases on a straight-line basis over the lease term. In addition, the Company has elected not to separate non-lease components (e.g., common area maintenance fees) from the lease components.

Rental expenses incurred for company owned and operated stores are separated from other operating expenses.

Advertising and Promotional Expenses

The Company records advertising and promotional costs in the marketing expenses as incurred. The advertising and promotional costs were RMB81,017,100, RMB50,316,856 and RMB16,986,023 for the years ended December 31, 2022, 2021 and 2020, respectively.

Government Subsidies

Government subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. There are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. Government subsidies are recognized when it is probable that the Company will comply with the conditions attached to them, and the subsidies will be received. A government subsidy related to an asset is deferred and recorded in other liabilities and then recognized as other income ratably over the expected useful life of the related asset in the Consolidated Statement of Operations. A government subsidy that compensates the Company for expenses or losses to be incurred in the future is deferred and recorded in other liabilities and recognized as other income in the periods in which the expenses or losses are recognized. Government grant for the purpose of giving immediate financial support to the Company with no future related costs is recognized as other income in the Consolidated Statement of Operations when the grant becomes receivable.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the year in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expenses and penalties in general and administrative expenses.

A valuation allowance to reduce the carrying amount of deferred income tax assets is established when it is more likely than not that the Company will not realize some portion or all of the tax benefit of its deferred income tax assets. The Company evaluates, on a quarterly basis, whether it is more likely than not that its deferred income tax assets are realizable. In performing this analysis, the Company considers all available evidence, both positive and negative, including historical operating results, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards and potential tax planning strategies that may be employed to prevent operating loss or tax credit carryforwards from expiring unused.

3.Summary of Significant Accounting Policies (continued)

Loss Per Share

Basic loss per share represents net loss to shareholders divided by the weighted-average number of ordinary shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

Operating Segments

The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. For the purpose of internal reporting and management’s operation review, the Company’s chief executive officer does not segregate the Company’s business by product or service. Management has determined that the Company has one operating segment, which is Tim Hortons brand segment.

Fair Value Measurements

The Company applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.

3.Summary of Significant Accounting Policies (continued)

The Company’s financial instruments primarily include cash, accounts receivable, prepaid expenses and other current assets, short-term investment, short-term bank borrowings and long-term bank borrowings, accounts payable, amount due to related parties, other current liabilities, liability-settled share-based payment to non-employee, derivative financial liabilities and convertible notes. The long-term bank borrowings approximate their fair values, because these borrowings carry interest rates which approximate rates currently offered by the Company’s bankers for similar debt instruments of comparable maturities. The Company’s convertible notes, liability-settled share-based payment to non-employee and derivative financial liabilities were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The Company’s short-term investment was measured at fair value using significant observable inputs other than quoted prices and categorized in Level 2 of the fair value hierarchy.

As of December 31, 2022 and 2021, the carrying amounts of other financial instruments approximate their fair value due to their short-term nature.

Statutory Reserve

In accordance with the PRC Company Laws, the paid-in capitals of the PRC subsidiaries are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.

In addition, in accordance with the PRC Company Laws, the PRC subsidiaries must make appropriations from their after-tax profits as determined under the generally accepted accounting principles in the PRC (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies. The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation. As of December 31, 2022 and 2021, there was no statutory surplus fund and discretionary surplus fund by the Company’s PRC subsidiaries, as these PRC companies were in accumulated losses as determined under PRC GAAP.

As of December 31, 2022, the paid-in capitals of the PRC subsidiaries in the amount of RMB789,217,070 are the Company’s restricted net assets.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASC 842, which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The FASB subsequently issued amendments to clarify the implementation guidance. The Company adopted ASC 842 on January 1, 2022, using a modified retrospective method for leases that exist at, or are entered into after, January 1, 2022, and has not recast the comparative periods presented in the consolidated financial statements.

The Company has elected the package of the transition practical expedients, including (1) not to reassess whether any expired or existing contracts, including land easements that were not previously accounted for as leases, are or contain leases, (2) not to reassess the lease classification for any expired or existing leases, and (3) not to reassess initial direct costs for any existing leases.

3.Summary of Significant Accounting Policies (continued)

The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842.


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities (except for not-for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Topic 832 disclosure requirements include: (i) the nature of the transactions and the related accounting policy used; (ii) the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions. The ASU is effective for the Company for fiscal years beginning after December 15, 2021. The ASU will be applied to government assistance received on or after the effective date. The Company adopted ASU 2021-10 as of January 1, 2022 and the adoption did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. ASU 2016-13 was further amended in November 2019 by ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC 326, Financial Instruments — Credit Losses, is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2019. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, the Company will adopt ASU 2016-13 for the fiscal year ending December 31, 2023. The Company does not expect the adoption to have a material effect on its consolidated financial statements.

Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of Condensed Balance Sheets

Intangible Assets, Net

9.	Intangible Assets, Net

Intangible assets, net consist of the following:


	Amortization
	Period (years)	March 31, 2023	December 31, 2022
Franchise right - authorized by THRI	20	68,717,000	69,646,000
Franchise right – authorized by PLK	20	36,278,254	—
Franchise right - upfront franchise fees	2-12	53,227,919	51,035,322
Less: accumulated amortization		(27,349,106)	(24,663,009)
Intangible assets, net		130,874,067	96,018,313

On March 30, 2023, the Company acquired the exclusive franchise right authorized by PLK, and is authorized to develop and operate stores branded “Popeyes” throughout mainland China and Macau, RMB36,367,476 was recognized as franchise right authorized by PLK with a 20 years amortization period (see Note 2).

Amortization of intangible assets was RMB2,686,097 and RMB2,053,718, out of which, RMB1,102,939‬ and RMB 793,537‬ was recognized in Franchise and royalty expenses for the three months ended March 31, 2023 and 2022, respectively.

The estimated future amortization expenses related to the intangible assets are set forth as follows:


Nine months ending December 31, 2023		10,193,138
Year ending December 31, 2024		13,422,900
2025		13,135,378
2026		12,193,348
2027		10,714,208
Thereafter		71,215,095
		130,874,067

9.Intangible Assets, Net

Intangible assets, net consist of the following:


	Amortization
	Period (years)	December 31, 2022	December 31, 2021
Franchise right – authorized by THRI	20	69,646,000	63,757,000
Franchise right – upfront franchise fees	2 – 12	51,035,322	28,156,287
Less: accumulated amortization		(24,663,009)	(14,319,607)
Intangible assets, net		96,018,313	77,593,680

Amortization of intangible assets was RMB9,319,001, RMB6,763,487 and RMB4,136,128, out of which, RMB3,712,684‬, RMB3,223,700‬ and RMB 3,444,650‬ was recognized in Franchise and royalty expenses for the years ended December 31, 2022, 2021 and 2020, respectively.

9.Intangible Assets, Net (continued)

The estimated future amortization expenses related to the intangible assets are set forth as follows:


Year ending December 31, 2023		11,511,475
2024		11,361,548
2025		11,069,647
2026		10,139,360
2027		8,665,568
Thereafter		43,270,715
		96,018,313

Parent Only Financial Information (Tables)

12 Months Ended

Dec. 31, 2022

Parent Only Financial Information


	As of December, 31
	2022	2021
	RMB	RMB
ASSETS
Current assets
Cash	29,472,174	313,302,959
Short-term investment	372,375,701	—
Amounts due from subsidiaries	298,205,305	279,221,856
Prepaid expenses and other current assets	3,656,415	18,475,035
Total current assets	703,709,595	610,999,850
Non-current assets
Intangible assets, net	53,685,458	52,333,871
Total non-current assets	53,685,458	52,333,871
Total assets	757,395,053	663,333,721


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Derivative financial liabilities	269,251,436	—
Other current liabilities	6,129,649	9,329,205
Total current liabilities	275,381,085	9,329,205
Non-current liabilities
Derivative financial liabilities – non-current	19,083,004	—
Convertible notes, at fair value	354,080,264	318,466,215
Total non-current liabilities	373,163,268	318,466,215
Total liabilities	648,544,353	327,795,420
Shareholders’ equity
Ordinary shares	8,616	7,497
Additional paid-in capital	1,472,014,651	937,315,273
Accumulated losses	(1,380,173,392)	(637,528,160)
Accumulated other comprehensive income	17,000,825	35,743,691
Treasury shares	—	—
Total shareholders’ equity	108,850,700	335,538,301

Total liabilities and shareholders’ equity	757,395,053	663,333,721

Schedule of Condensed Statements of Operations


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB

General and administrative expenses	88,435,187	1,976,807	6,862,862
Franchise and royalty expenses	3,378,650	3,223,700	3,447,050
Other income	337,865	—	—
Total costs and expenses, net	91,475,972	5,200,507	10,309,912

Operating loss	(91,475,972)	(5,200,507)	(10,309,912)

Equity in loss of subsidiaries	(506,340,297)	(370,940,089)	(131,640,926)
Interest income	359,607	—	804
Foreign currency transaction loss	(125)	(3,422)	(49,473)
Changes in fair value of convertible notes	(4,493,605)	(5,577,001)	—
Changes in fair value of warrant liabilities	45,903,468	—	—
Changes in fair value of ESA derivative liabilities	(186,598,308)	—	—

Loss before income taxes	(742,645,232)	(381,721,019)	(141,999,507)

Income tax expenses	—	—	—

Net loss	(742,645,232)	(381,721,019)	(141,999,507)

Schedule of Condensed Statements of Comprehensive Loss


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB

Net loss	(742,645,232)	(381,721,019)	(141,999,507)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(1,520,393)	(548,029)	—
Unrealized gain on short-term investment, net of nil income taxes	2,133,528	—	—
Foreign currency translation adjustment, net of nil income taxes	(19,356,001)	(2,889,641)	2,788,426

Total comprehensive loss	(761,388,098)	(385,158,689)	(139,211,081)

Schedule of Condensed Statements of Cash Flows


	For the Years Ended December 31,
	2022	2021	2020
	RMB	RMB	RMB
Net cash used in operating activities	(7,345,572)	(1,122,560)	(8,690,319)
Net cash used in investing activities	(895,671,288)	(294,289,816)	(322,209,625)
Net cash provided by financing activities	621,610,726	597,662,648	221,124,998
Effect of foreign currency exchange rate changes on cash	(2,424,651)	2,788,102	(10,113,157)
Net (decrease) / increase in cash	(283,830,785)	305,038,374	(119,888,103)
Cash at beginning of year	313,302,959	8,264,585	128,152,688
Cash at end of year	29,472,174	313,302,959	8,264,585

Supplemental disclosure of non-cash investing and financing activities:
Accrued offering costs paid by subsidiaries of TH International Limited	4,039,468	3,623,684	—

Summary of Significant Accounting Policies - Leases (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Prepaid expenses and other current assets	¥ 115,519,301	¥ 108,274,731	¥ 142,838,295
Operating lease right-of-use assets	913,908,585	946,872,784
Lease liability-current	(179,661,715)	(180,468,426)
Other current liabilities	(311,940,065)	(310,454,355)	(286,078,575)
Lease liability-non-current	(788,088,534)	(820,248,803)
Other non-current liabilities	(74,138,391)	(7,919,952)	(47,167,706)
Accumulated losses	(1,555,058,025)	(1,380,173,392)	(637,528,160)
Non-controlling interests	¥ 1,886,861	¥ 1,453,716	3,556,735
ASC 842 \| "January 1, 2022"
Summary of Significant Accounting Policies
Prepaid expenses and other current assets			127,565,618
Operating lease right-of-use assets			853,553,284
Lease liability-current			(133,024,693)
Other current liabilities			(281,727,159)
Lease liability-non-current			(752,579,348)
Other non-current liabilities			(4,195,688)
ASC 842 \| Effect of Adoption
Summary of Significant Accounting Policies
Prepaid expenses and other current assets			(15,272,677)
Operating lease right-of-use assets			853,553,284
Lease liability-current			(133,024,693)
Other current liabilities			4,351,416
Lease liability-non-current			(752,579,348)
Other non-current liabilities			¥ 42,972,018

Summary of Significant Accounting Policies - Operating segments (Details)	12 Months Ended
	Dec. 31, 2022 segment
Summary of Significant Accounting Policies
Number of operating segments	1

Related Parties (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Related Parties (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
General and administrative expenses from transactions with a related party	¥ 10,802,069	¥ 7,036,697	¥ 7,036,697	¥ 0	¥ 160,532
Service fee	150,000	100,000	550,000	0	0
Continuing franchise fee to Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions	10,802,069	7,036,697	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions	2,543,422	2,673,156	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp
Related Party Transaction [Line Items]
Amount of transactions	12,132,140	15,712,579	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI
Related Party Transaction [Line Items]
Amount of transactions	2,939,434	1,751,622		428,148
Consulting services provided by Tim Hortons Restaurants International GmbH
Related Party Transaction [Line Items]
Amount of transactions					160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd
Related Party Transaction [Line Items]
Amount of transactions			7,206,906
Service fee	150,000	100,000	550,000	0	0
Expenses capitalized in property plant and equipment	¥ 2,789,434	¥ 1,651,622	6,656,906	¥ 0	¥ 0
Reimbursements to Cartesian Capital Group, LLC
Related Party Transaction [Line Items]
Amount of transactions			¥ 1,845,960

Loss Per Share - Antidilutive (Details) - shares	3 Months Ended		12 Months Ended
Loss Per Share - Antidilutive (Details) - shares	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrant [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	22,900,000	22,900,000	22,900,000
Earn out Shares [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	14,000,000	14,000,000	14,000,000
Original Option Units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	8,121,227	7,848,887	8,217,559	7,850,915	5,886,303
Additional Option Units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	360,440	401,439	374,334	270,527
Restricted share units
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	1,738,338	1,738,338	1,738,338	1,738,338	1,738,338
Liability-settled share-based award to non-employee
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	200,000		200,000
Convertible notes
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	6,752,041	6,752,041	6,752,041	6,752,041
Earn in Shares [Member]
Loss Per Share
Share excluded from the calculation of diluted net loss per ordinary share	1,400,000		1,400,000

Income tax (Tables)

12 Months Ended

Dec. 31, 2022

Income tax

Schedule of components of loss before income tax


	Year ended	Year ended	Year ended
	December 31, 2022	December 31, 2021	December 31, 2020
Mainland PRC	(506,323,501)	(371,992,927)	(132,554,844)
Hong Kong S.A.R and overseas entities	(238,424,750)	(10,936,239)	(10,505,323)
Total	(744,748,251)	(382,929,166)	(143,060,167)

Schedule of reconciliation of the differences between PRC statutory income tax rate and the Company's effective income tax rate


	Year ended		Year ended		Year ended
	December 31, 2022		December 31, 2021		December 31, 2020

PRC statutory tax rate	(25.0)	%	(25.0)	%	(25.0)	%
Effect of tax rate differential for non-PRC entities	7.9	%	0.7	%	1.8	%
Effect of non-deductible expenses	0.1	%	0.3	%	0.8	%
Change in valuation allowance	17.0	%	24.0	%	22.4	%
Actual income tax rate	—		—		—

Schedule of deferred income tax assets


	December 31, 2022	December 31, 2021
Operating losses carryforwards	238,086,013	133,725,956
Contract liabilities	4,060,385	2,472,812
Impairment losses	1,969,902	250,470
Operating lease liabilities	250,179,307	—
Other current liabilities	27,925,076	12,644,968
Software	428,758	—

Total gross deferred tax assets	522,649,441	149,094,206
Less: valuation allowances	(275,431,351)	(149,094,206)

Deferred tax assets, net of valuation allowance	247,218,090	—
Right-of-use assets	(236,718,196)	—
Leasehold improvements	(10,499,894)	—
Deferred tax liability	(247,218,090)	—

Deferred tax assets	(247,218,090)	—
Deferred tax liabilities	247,218,090	—
Net deferred tax assets	—	—

Schedule of changes in valuation allowance


	December 31, 2022	December 31, 2021
Balance at the beginning of the year	149,094,206	57,096,996
Increases in the year	126,337,145	91,997,210

Balance at the end of the year	275,431,351	149,094,206

Summary of Significant Accounting Policies - Employee Benefits (Details) - CNY (¥)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Employee social benefits included as expenses	¥ 87,557,303	¥ 60,189,806	¥ 10,441,439
Exemptions to social insurance			¥ 10,518,612

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of inventories


	December 31, 2022	December 31, 2021
Food, beverage and packaged products	52,713,996	31,858,814
Merchandise for e-commerce sales	14,164,790	6,927,512
Others	4,588,731	3,693,077
	71,467,517	42,479,403

Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Loss Per Share

22.	Loss Per Share

Basic and diluted losses per ordinary share for the three months ended March 31, 2023 and 2022 are calculated as follow. Upon the completion of Merger Transaction (see Note 2), the basic and diluted weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted was retrospectively adjusted to reflect the share split for the three months ended March 31, 2022.


	Three months ended March 31,
	2023	2022
Numerator:
Net loss attributable to shareholders of the Company	(174,884,633)	(150,616,326)
Denominator:
Basic and diluted weighted average number of ordinary shares	139,612,628	124,193,928
Basic and diluted loss per ordinary share (in RMB)	(1.25)	(1.21)

For the three months ended March 31, 2023, the calculation of basic loss per ordinary shares excludes 1,400,000 unvested Earn-in Shares owned by the Sponsor of SPAC that would only be vested upon the Company’s future share price reaching certain price thresholds.

The following securities were excluded from the computation of diluted net loss per share because their effective would have been anti-dilutive or for which the contingent condition had not been met at the end of the period:


	2023	2022
	Number of shares	Number of shares
Warrants	22,900,000	22,900,000
Earn-out Shares	14,000,000	14,000,000
Original Option Units	8,121,227	7,848,887
Additional Option Units	360,440	401,439
RSU	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—
Convertible notes	6,752,041	6,752,041

23.Loss Per Share

Basic and diluted losses per ordinary share for the years ended December 31, 2022, 2021 and 2020 are calculated as follow.

Upon the completion of Merger Transaction (see Note 2), the basic and diluted weighted average number of ordinary shares outstanding used in computing net loss per ordinary share — basic and diluted was retrospectively adjusted to reflect the share split for the years ended December 31, 2022, 2021 and 2020, respectively.


	As of and for the year ended December 31,
	2022	2021	2020
Numerator:
Net loss attributable to shareholders of the Company	(742,645,232)	(381,721,019)	(141,999,507)

Denominator:
Basic and diluted weighted average number of ordinary shares	128,096,505	121,582,945	106,721,987

Basic and diluted loss per ordinary share (in RMB)	(5.80)	(3.14)	(1.33)

23.Loss Per Share (continued)

For the year ended December 31, 2022, the calculation of basic loss per ordinary shares excludes 1,400,000 unvested Earn-in Shares owned by the Sponsor of SPAC that would only be vested upon the Company’s future share price reaching certain price thresholds.


	For the Years Ended December 31,
	2022	2021	2020

Warrants	22,900,000	—	—
Earn-out Shares	14,000,000	—	—
Original Option Units	8,217,559	7,850,915	5,886,303
Additional Option Units	374,334	270,527	—
RSU	1,738,338	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—	—
Convertible notes	6,752,041	6,752,041	—

Summary of Significant Accounting Policies - Risks and concentration (Details)	Mar. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 HKD ($)	Dec. 31, 2021 CNY (¥)
Bank deposits are insured by the government authority	¥ 11,992,649	¥ 11,631,710		¥ 7,266,814
Mainland of PRC
Bank deposits are insured by the government authority	¥ 500,000	¥ 500,000
Hongkong
Bank deposits are insured by the government authority \| $			$ 500,000

Derivative Financial Liabilities - Measured at fair value (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022
Derivative financial liabilities measured at fair value
Short-term derivative financial liabilities	¥ 151,177,400	¥ 269,251,436
Long-term derivative financial liabilities	¥ 77,100,474	19,083,004
Derivative liabilities		¥ 288,334,440
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Short-term derivative financial liabilities	Short-term derivative financial liabilities
ESA derivative liabilities
Derivative financial liabilities measured at fair value
Short-term derivative financial liabilities	¥ 151,177,400	¥ 269,251,436
Warrant liabilities
Derivative financial liabilities measured at fair value
Long-term derivative financial liabilities	¥ 77,100,474	¥ 19,083,004
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Short-term derivative financial liabilities

Derivative Financial Liabilities - ESA derivative liabilities (Details) - ESA derivative liabilities	Sep. 29, 2022 USD ($) CNY (¥) D $ / shares
ESA derivative liabilities
Number of business days \| D	5
Minimum
ESA derivative liabilities
Agreed price provided in ESA agreement	$ 0
Interest accrued on the funds held in the collateral \| $	$ 100,000
Maximum
ESA derivative liabilities
Interest accrued on the funds held in the collateral \| $	$ 300,000
First Reference Period
ESA derivative liabilities
Number of Volume Weighted Average Price trading day \| D	27
Agreed price provided in ESA agreement	$ 10.40
Second Reference Period
ESA derivative liabilities
Number of Volume Weighted Average Price trading day \| ¥	30
Agreed price provided in ESA agreement	$ 10.60
Third Reference Period
ESA derivative liabilities
Number of Volume Weighted Average Price trading day \| ¥	30
Agreed price provided in ESA agreement	$ 10.90

Parent Only Financial Information - Condensed Statements of Operations (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]
General and administrative expenses (including general and administrative expenses from transactions with a related party of RMB1,845,960, nil and RMB160,532 for the years ended December 31, 2022, 2021 and 2020, respectively)	¥ 70,621,100	¥ 50,506,040	¥ 289,544,688	¥ 174,962,876	¥ 79,366,314
Franchise and royalty expenses	11,905,008	7,830,234	35,595,253	18,800,024	8,591,902
Other income			7,152,455	3,475,871	3,338,788
Total costs and expenses, net	466,897,172	359,568,706	1,592,247,420	1,017,836,048	353,256,965
Operating loss	(130,418,047)	(134,911,742)	(581,183,654)	(374,464,099)	(141,172,394)
Interest income	2,022,686	186,464	2,703,219	315,550	511,389
Interest expenses	(4,335,543)	(2,619,862)	(14,804,002)	(1,901,653)
Foreign currency transaction loss	(1,787,935)	(1,233,011)	(6,275,369)	(1,301,963)	(2,399,162)
Changes in fair value of convertible notes	(14,271,504)	(12,683,903)	(4,493,605)	(5,577,001)
Changes in fair value of warrant liabilities	(58,183,824)		45,903,468
Changes in fair value of ESA derivative liabilities	32,522,679		(186,598,308)
Loss before income taxes	(174,451,488)	(151,262,054)	(744,748,251)	(382,929,166)	(143,060,167)
Income tax expenses			0	0	0
Net loss attributable to shareholders of the Company	¥ (174,884,633)	¥ (150,616,326)	(742,645,232)	(381,721,019)	(141,999,507)
Reportable Legal Entities \| Pangaea Two Acquisition Holdings XXIIB, Ltd
Condensed Financial Statements, Captions [Line Items]
General and administrative expenses (including general and administrative expenses from transactions with a related party of RMB1,845,960, nil and RMB160,532 for the years ended December 31, 2022, 2021 and 2020, respectively)			88,435,187	1,976,807	6,862,862
Franchise and royalty expenses			3,378,650	3,223,700	3,447,050
Other income			337,865
Total costs and expenses, net			91,475,972	5,200,507	10,309,912
Operating loss			(91,475,972)	(5,200,507)	(10,309,912)
Equity in loss of subsidiaries			(506,340,297)	(370,940,089)	(131,640,926)
Interest income			359,607		804
Foreign currency transaction loss			(125)	(3,422)	(49,473)
Changes in fair value of convertible notes			(4,493,605)	(5,577,001)
Changes in fair value of warrant liabilities			45,903,468
Changes in fair value of ESA derivative liabilities			(186,598,308)
Loss before income taxes			(742,645,232)	(381,721,019)	(141,999,507)
Income tax expenses			0	0	0
Net loss attributable to shareholders of the Company			¥ (742,645,232)	¥ (381,721,019)	¥ (141,999,507)

Related Parties (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

The material related party transactions are summarized as follows:


		Three months ended March 31,
		2023	2022
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	10,802,069	7,036,697
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	2,543,422	2,673,156
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	12,132,140	15,712,579
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	2,939,434	1,751,622

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

(iii)

(iv)

(v)	See Note 2 for details of Popeyes Transaction involving Pangaea Three Acquisition Holdings IV, Limited.

23.Related Parties (continued)

As of March 31, 2023 and December 31, 2022, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	March 31, 2023	December 31, 2022
TDL Group Corp	7,135,158	9,690,952
Tim Hortons Restaurants International GmbH	23,360,192	10,390,081
Pangaea Data Tech (Shanghai) Co., Ltd	2,600,755	1,470,000
Cartesian Capital Group, LLC	921,472	933,930
Amounts due to related parties	34,017,577	22,484,963

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

25.Related Parties (continued)

The material related party transactions are summarized as follows:


		For the Years Ended December 31,
		2022	2021	2020
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI		—	428,148	—
Consulting services provided by THRI		—	—	160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	7,206,906	—	—
Reimbursements to Cartesian Capital Group, LLC	^(v)	1,845,960	—	—

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

Pursuant to the master development agreement between the Company and THRI, the Company pays upfront franchise fee for each newly opened store to THRI during the term of the master development contract. The amortization expense of upfront franchise fee in the amount of RMB334,034, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively, are included in Franchise and royalty expense financial caption.

(iii)

(iv)

Pangaea Data Tech (Shanghai) Co., Ltd. (“DataCo”) provides various data maintenance and management services, technical support and consulting services in support of the operation of the Company. RMB550,000, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively of purchased services are recognized in other operating expenses, respectively while RMB6,656,906, nil and nil are capitalized in property and equipment for the years ended December 31, 2022, 2021 and 2020, respectively.

(v)	Cartesian Capital Group, LLC paid travel and entertainment expenses relating to Company’s directors on behalf of the Company.

As of December 31, 2022 and 2021, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	December 31, 2022	December 31, 2021
TDL Group Corp	9,690,952	7,210,593
Tim Hortons Restaurants International GmbH	10,390,081	6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd	1,470,000	—
Cartesian Capital Group, LLC	933,930	—
Amounts due to related parties	22,484,963	14,073,915

Accounts Receivable, net (Details) - CNY (¥)	3 Months Ended	12 Months Ended
Accounts Receivable, net (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, net
Accounts receivable	¥ 13,291,297	¥ 7,973,229	¥ 9,817,292
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)	0
Accounts receivable, net	11,263,437	5,617,195	¥ 9,817,292
Beginning balance	2,356,034	0
Provision	(328,174)	2,356,034
Ending balance	¥ 2,027,860	¥ 2,356,034

Derivative Financial Liabilities - (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of balance and movement of derivative financial liabilities measured at fair value


		RMB
Short-term derivative financial liabilities:
ESA derivative liabilities		269,251,436

Long-term derivative financial liabilities:
Warrant liabilities		19,083,004
		288,334,440

Contract Liabilities - Contract liabilities - non-current (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract Liabilities
Deferred revenue related to upfront franchise fees	¥ 3,256,745	¥ 3,311,176
Deferred revenue related to upfront franchise fees received from sub-franchisees		¥ 3,311,176	¥ 970,486

Leases (Details)	3 Months Ended	12 Months Ended
Leases (Details)	Mar. 31, 2023 CNY (¥) store	Dec. 31, 2022 CNY (¥) lease
Components of rental expense
Operating lease cost	¥ 71,046,072	¥ 254,209,990
Variable lease cost	3,446,070	3,718,849
Short-term lease cost	128,165	113,048
Total rental expense	74,620,307	250,604,189
Granted, lease concessions from landlords related to COVID-19	1,027,204	16,816,763
Asset
Operating lease right-of-use assets	913,908,585	946,872,784
Liabilities
Current operating lease liabilities	179,661,715	180,468,426
Non-current operating lease liabilities	788,088,534	820,248,803
Total operating lease liabilities	967,750,249	1,000,717,229
Other information related to operating leases
Cash paid for amounts included in the measurement of lease liabilities	64,961,006	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	¥ 27,709,016	¥ 241,609,016
Weighted-average remaining lease term (years)	4 years 7 months 24 days	5 years 7 months 9 days
Weighted-average discount rate	5.86%	5.96%
Number of leased stores And office spaces	598	500

Accounts Receivable, net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of accounts receivable, net


	March 31, 2023	December 31, 2022
Accounts receivable	13,291,297	7,973,229
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)
Accounts receivable, net	11,263,437	5,617,195


	March 31, 2023	March 31, 2022
Beginning balance of the three months ended	2,356,034	—
Reversal of provision	(328,174)	—
Ending balance of the three months ended	2,027,860	—


	December 31, 2022	December 31, 2021
Accounts receivable	7,973,229	9,817,292
Less: allowance for doubtful accounts	(2,356,034)	—
Accounts receivable, net	5,617,195	9,817,292


	December 31, 2022	December 31, 2021
Beginning balance	—	—
Provision	2,356,034	—
Ending balance	2,356,034	—

Fair Value Measurement

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurement

25.	Fair Value Measurement

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2023:


	As of March 31, 2023			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	249,000,432	—	249,000,432

Liabilities
Convertible notes	—	—	366,261,610	366,261,610
ESA derivative liabilities	—	—	151,177,400	151,177,400
Warrant liabilities	—	—	77,100,474	77,100,474
Liability-settled share-based payment to non-employee	—	—	5,909,662	5,909,662
Deferred contingent consideration liability	—	—	65,968,319	65,968,319
	—	—	666,417,465	666,417,465


						Liability-settled
		Short-term				share-based	Deferred
		investment				payment to	contingent
		(Note 4)	Convertible notes	Warrant liabilities	ESA derivative liabilities	non-employee	consideration
Balance as of January 1, 2023		372,375,701	354,080,264	19,083,004	269,251,436	4,039,468	—
Additions		—	—	—	—	—	65,968,319
Changes in fair value, excluding impact of instrument-specific credit risk		1,386,293‬	14,271,504	58,183,824	(32,522,679)	1,924,076	—
Realized gain recognized in interest income		(686,130)	—	—	—	—	—
Changes in fair value due to instrument specific credit risk		—	2,607,294	—	—	—	—
Foreign currency translation adjustment		(6,409,879)	(4,697,452)	(166,354)	(4,633,745)	(53,882)	—
Settlement of first tranche of ESA Agreement	4	(117,665,553)	—	—	(80,917,612)	—	—
Balance as of March 31, 2023		249,000,432	366,261,610	77,100,474	151,177,400	5,909,662	65,968,319

25.	Fair Value Measurement (Continued)

As of March 31, 2023, the key assumptions were as follow:


	Convertible						Liability-settled share-based		Deferred contingent
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee		consideration
Expected volatility	24.00	%	17.00%-19.00	%	27.00	%	23.00	%	N/A	%
Risk-free interest rate (per annum)	3.53	%	4.62%-4.65	%	3.67	%	4.41	%	3.80	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$4.07		US$4.07		US$4.07		US$4.07		N/A
Discount rate	N/A		N/A		N/A		N/A		25.00	%
Annual per store revenue growth rate	N/A		N/A		N/A		N/A		2.00	%
Bond yield	12.19	%	N/A		N/A		N/A		N/A
Coupon rate	9.00	%	N/A		N/A		N/A		N/A

The inputs used in the analysis for both March 31, 2023 and December 31, 2022 were classified as Level 3 inputs within the fair value hierarchy due to the lack of observable market data and activity.

24.Fair Value Measurement

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021:


	As of December 31, 2022			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	372,375,701	—	372,375,701

Liabilities
Convertible notes	—	—	354,080,264	354,080,264
ESA derivative liabilities	—	—	269,251,436	269,251,436
Warrant liabilities	—	—	19,083,004	19,083,004
Liability-settled share-based payment to non-employee	—	—	4,039,468	4,039,468

	—	—	646,454,172	646,454,172


	As of December 31, 2021			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Liabilities
Convertible notes	—	—	318,466,215	318,466,215

24.Fair Value Measurement (continued)


					Liability-settled
					share-based
					payment to
	Convertible notes	Short-term investment	Warrant liabilities	ESA derivative liabilities	non-employee
Balance as of January 1, 2021	—	—	—	—	—
Additions	312,092,172	—	—	—	—
Changes in fair value of convertible notes, excluding impact of instrument-specific credit risk	5,577,001	—	—	—	—
Changes in fair value of convertible notes due to instrument-specific credit risk	548,029	—	—	—	—
Foreign currency translation adjustment	249,013	—	—	—	—
Balance as of December 31, 2021	318,466,215	—	—	—	—

Balance as of January 1, 2022	318,466,215	—	—	—	—
Additions	—	370,242,173	65,418,439	88,172,680	11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk	4,493,605	2,133,528	(45,903,468)	186,598,308	(7,390,032)
Changes in fair value due to instrument specific credit risk	1,520,393	—	—	—	—
Foreign currency translation adjustment	29,600,051	—	(431,967)	(5,519,552)	(89,834)
Balance as of December 31, 2022	354,080,264	372,375,701	19,083,004	269,251,436	4,039,468

As of December 31, 2022, the assumptions were as follow:


	Convertible						Liability-settled share-based
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee
Expected volatility	28.00	%	18.00% – 26.00	%	26.00	%	26.00	%
Risk-free interest rate (per annum)	4.10	%	4.05% – 4.62	%	4.07	%	4.39	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$2.78		US$2.78		US$2.78		US$2.78
Bond yield	13.30	%	—		—		—
Coupon rate	9.00	%	—		—		—

24.Fair Value Measurement (continued)

The convertible notes were measured at fair value as of December 31, 2021 using the Binomial Option Pricing Model with the following assumptions:


	2021
Expected volatility	25.00	%
Risk-free interest rate (per annum)	1.10	%
Expected dividend yield	0.00	%
Bond yield	11.00	%
Coupon rate	9.00	%
Fair value of the underlying ordinary share (before share split)	US$6,079.83

The inputs used in the analysis for both December 31, 2022 and 2021 were classified as Level 3 inputs within the fair value hierarchy due to the lack of observable market data and activity.

Bank borrowings (Details)	3 Months Ended		12 Months Ended
Bank borrowings (Details)	Mar. 31, 2023 CNY (¥)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Short-term bank borrowings:
Short-term bank borrowings	¥ 442,982,022		¥ 386,819,972	¥ 188,959,323
Long-term borrowings due within one year	8,925,182		20,987,521	3,096,000
Long-term borrowings due after one year	7,769,516		8,800,016	11,903,452
Total current bank borrowings	451,907,204		407,807,493	192,055,323
Total Long-term bank borrowings	16,694,698		29,787,537	14,999,452
Unused credit limits under credit facility agreements	423,304,474		549,411,900
Aggregate maturities
2023	8,925,182		20,987,521
2024	5,179,434		7,410,534
2025	2,590,082		1,389,482
Total	¥ 16,694,698		¥ 29,787,537	¥ 14,999,452
Short-term bank borrowings \| Minimum [Member]
Short-term bank borrowings:
Interest rate (in percent)	3.50%	3.50%	3.50%	3.90%
Short-term bank borrowings \| Maximum [Member]
Short-term bank borrowings:
Interest rate (in percent)	4.40%	4.40%	4.50%	4.50%
Long-term bank borrowings
Short-term bank borrowings:
Interest rate (in percent)				4.20%
Long-term bank borrowings \| Minimum [Member]
Short-term bank borrowings:
Interest rate (in percent)	4.20%	4.20%	4.20%
Long-term bank borrowings \| Maximum [Member]
Short-term bank borrowings:
Interest rate (in percent)	4.60%	4.60%	4.60%
Credit facility agreements [Member]
Short-term bank borrowings:
Amount of borrowings draw down for daily operation purposes	¥ 744,264,194	$ 10,000,000	¥ 896,604,194	¥ 10,000,000
Amount of borrowings draw down for payments associated with design, build out and furnishing of new stores	¥ 68,717,000			¥ 69,415,215

Consolidated Statements of Comprehensive Loss (Parenthetical) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Unaudited Condensed Consolidated Statements of Comprehensive Loss
Fair value changes of convertible notes due to instrument-specific credit risk, tax	¥ 0	¥ 0	¥ 0
Unrealized gain on short-term investment, tax			0
Foreign currency translation adjustment, tax	¥ 0	¥ 0	¥ 0

Leases (Details)	3 Months Ended	12 Months Ended
Leases (Details)	Mar. 31, 2023 CNY (¥) store	Dec. 31, 2022 CNY (¥) lease
Components of rental expense
Operating lease cost	¥ 71,046,072	¥ 254,209,990
Variable lease cost	(3,446,070)	(3,718,849)
Short-term lease cost	128,165	113,048
Granted, lease concessions from landlords related to COVID-19	1,027,204	16,816,763
Total rental expense	74,620,307	250,604,189
Asset
Operating lease right-of-use assets	913,908,585	946,872,784
Liabilities
Current operating lease liabilities	179,661,715	180,468,426
Operating lease liabilities	788,088,534	820,248,803
Total operating lease liabilities	967,750,249	1,000,717,229
Other information related to operating leases
Cash paid for amounts included in the measurement of lease liabilities	64,961,006	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	¥ 27,709,016	¥ 241,609,016
Weighted-average remaining lease term (years)	4 years 7 months 24 days	5 years 7 months 9 days
Weighted-average discount rate	5.86%	5.96%
Number of leased stores And office spaces	598	500

Property and Equipment, Net (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Property and Equipment, Net (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Property and equipment, gross	¥ 994,489,927		¥ 939,172,109	¥ 650,313,971
Less: accumulated depreciation	(247,417,019)		(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(4,428,675)		(5,135,573)
Property and equipment, net	742,644,233		720,035,970	554,015,231
Depreciation and amortization related to property and equipment	35,414,448	¥ 29,268,742	124,083,503	67,512,655	¥ 23,702,255
Impairment loss	4,418,278	¥ 1,892,422	7,222,765	1,001,880	¥ 0
Furniture and office equipment
Property and Equipment, Net
Property and equipment, gross	63,236,732		57,867,896	44,636,186
Kitchen equipment
Property and Equipment, Net
Property and equipment, gross	203,789,191		199,362,443	151,405,306
Software
Property and Equipment, Net
Property and equipment, gross	61,542,266		56,181,672	30,171,796
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	616,069,238		602,788,920	408,353,529
Construction in progress
Property and Equipment, Net
Property and equipment, gross	¥ 49,852,500		¥ 22,971,178	¥ 15,747,154

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of intangible assets, net


	Amortization
	Period (years)	December 31, 2022	December 31, 2021
Franchise right – authorized by THRI	20	69,646,000	63,757,000
Franchise right – upfront franchise fees	2 – 12	51,035,322	28,156,287
Less: accumulated amortization		(24,663,009)	(14,319,607)
Intangible assets, net		96,018,313	77,593,680

Schedule of estimated future amortization expenses related to the intangible assets


Year ending December 31, 2023		11,511,475
2024		11,361,548
2025		11,069,647
2026		10,139,360
2027		8,665,568
Thereafter		43,270,715
		96,018,313

Intangible Assets, Net - Estimated future amortization expenses related to the intangible assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Year ending December 31
Nine months ending December 31, 2023		¥ 10,193,138
Year ending December 31, 2024	¥ 13,422,900	11,511,475
2025	13,135,378	11,361,548
2026	12,193,348	11,069,647
2027	10,714,208	10,139,360
2027		8,665,568
Thereafter	71,215,095
Intangible assets, net	¥ 130,874,067	96,018,313	¥ 77,593,680
Thereafter		¥ 43,270,715

Shareholders' Equity

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Changes in Shareholders' Equity

Shareholders' Equity

24.	Changes in Shareholders’ Equity


		Ordinary shares						Accumulated	Total equity
		Number of		Additional		Subscription	Accumulated	other	attributable to shareholders	Non-controlling	Total shareholders’
	Note	issued shares	Amount	paid-in capital	Treasury shares	receivables	losses	comprehensive income	of the Company	interests	equity
		RMB	RMB	RMB	RMB	RMB	RMB	RMB	RMB	RMB
Balance at January 1, 2022		116,691	7,497	937,315,273	—	—	(637,528,160)	35,743,691	335,538,301	3,556,735	339,095,036

Net income		—	—	—	—	—	(150,616,326)	—	(150,616,326)	(645,728)	(151,262,054)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes		—	—	—	—	—	—	(330,112)	(330,112)	—	(330,112)
Foreign currency translation adjustment, net of nil income taxes		—	—	—	—	—	—	485,154	485,154	—	485,154

Balance at March 31, 2022		116,691	7,497	937,315,273	—	—	(788,144,486)	35,898,733	185,077,017	2,911,007	187,988,024

Balance at January 1, 2023		149,181,538	8,616	1,472,014,651	—	—	(1,380,173,392)	17,000,825	108,850,700	1,453,716	110,304,416
Net loss		—	—	—	—	—	(174,884,633)	—	(174,884,633)	433,145	(174,451,488)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes		—	—	—	—	—	—	(2,607,294)	(2,607,294)	—	(2,607,294)
Foreign currency translation adjustment, net of nil income taxes		—	—	—	—	—	—	1,029,466	1,029,466	—	1,029,466
Unrealized gain on short-term investment, net of nil income taxes		—	—	—	—	—	—	700,163	700,163	—	700,163
Transaction cost of Merger and PIPE Transactions		—	—	(1,924,076)	—	—	—	—	(1,924,076)	—	(1,924,076)
Transaction cost of equity financing through ESA		—	—	(1,334,150)	—	—	—	—	(1,334,150)	—	(1,334,150)
Stock-based compensation		—	—	3,160,986	—	—	—	—	3,160,986	—	3,160,986
Popeyes Transaction	2	11,466,574	742	167,151,137	—	—	—	—	167,151,879	—	167,151,879

Balance at March 31, 2023		160,648,112	9,358	1,639,068,548	—	—	(1,555,058,025)	16,123,160	100,143,041	1,886,861	102,029,902

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

22. Shareholders’ Equity

On May 28, 2018, the Company issued 10,000 ordinary shares to THRI as consideration to acquire the entire issued capital shares of THHK.

22.Shareholders’ Equity (continued)

On November 9, 2022, the Company issued 826,446 ordinary shares to Cantor as consideration (equivalent to RMB21,656,700) for its irrevocable commitment to purchase the ordinary shares of the Company.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Basis of Preparation and Principles of Consolidation

Comparative Information

Fiscal Calendar

The Company’s fiscal year is from January 1 to December 31.

Basis of Preparation

Comparative Information

Use of Estimates

Foreign Currency Transaction and Translation

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company’s credit risk primarily arises from cash, short-term investment, prepaid expenses and other current assets and accounts receivable. The bank deposits, including term deposits, with financial institutions in the mainland of the PRC and Hong Kong Special Administrative Region (“HKSAR”) are insured by the government authorities up to RMB500,000 and HKD500,000, respectively. Total bank deposits are insured by the government authority with amounts up to RMB11,631,710 and RMB7,266,814 as of December 31, 2022 and December 31, 2021, respectively.

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:

	March 31, 2023	December 31, 2022
Cash on hand	223,697	212,598

Financial institutions in Mainland China
—Denominated in RMB	79,608,933	102,427,994
—Denominated in USD	937,221	69,063,161
Total cash balances held at Mainland China financial institutions	80,546,154	171,491,155

Financial institutions in HKSAR
—Denominated in RMB	15,208	5,192
—Denominated in USD	283,785,255	67,368,485‬
Total cash balances held at the HKSAR financial institutions	283,800,463	67,373,677
Total cash balances held at financial institutions	364,346,617	238,864,832
Total cash balances	364,570,314	239,077,430

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386

Revenue Recognition

Sales of food, beverage and packaged products by Company owned and operated stores

The Company generates majority of its revenue from sales of food, beverage and packaged products to customers by Company owned and operated stores. The revenue amounts exclude sales-related taxes.

For customers who visit the Company’s stores, sales revenue is recognized when Company satisfies its obligation by transferring control of the good to the customer.

Franchise fees

Franchise fees primarily include upfront franchise fees, continuing fees and revenue from advertising services.

Revenues from other franchise support activities

Loyalty program

Revenue from e-commerce sales and wholesale products

Accounts receivable

Receivables from Payment Processors and Aggregators

Deferred Offering Costs

Internal Development Costs

Property and Equipment

Intangible Assets

Delivery Costs

Impairment of Long-Lived Assets

Employee Benefits

Share-Based Compensation

Asset Retirement Obligations

Non-controlling Interests

Advertising and Promotional Expenses

The Company does not have finance leases for the years ended December 31, 2022, 2021 and 2020.

Rental expenses incurred for company owned and operated stores are separated from other operating expenses.

Fair Value Measurements

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

3.Summary of Significant Accounting Policies (continued)

As of December 31, 2022 and 2021, the carrying amounts of other financial instruments approximate their fair value due to their short-term nature.

Statutory Reserve

As of December 31, 2022, the paid-in capitals of the PRC subsidiaries in the amount of RMB789,217,070 are the Company’s restricted net assets.

Changes In Accounting Principle

Recently Adopted Accounting Standards

3.Summary of Significant Accounting Policies (continued)

The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842.


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

Recently Issued Accounting Standards

Description of Business

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Description of Business

Description of Business

1.	Description of Business

TH International Limited together with its subsidiaries (“the Company”) owns the exclusive franchise right authorized by Tim Hortons Restaurants International GmbH (“THRI”), and is authorized to develop and operate stores branded “Tim Hortons” throughout the People’s Republic of China (“PRC”), including Hong Kong and Macau. The first Tim Hortons store in Mainland China opened in February 2019. As of March 31, 2023, there were 648 Tim Hortons stores in China, including 551 Company owned and operated stores and 97 franchised stores. For the 551 Company owned and operated stores, 192 stores are in Shanghai, 78 stores in Beijing, 49 stores in Hangzhou, 28 stores in Shenzhen, 26 stores in Guangzhou, 24 stores in Nanjing, 22 stores in Chengdu and other 132 stores in Chongqing, Wuhan, Xi’an, Xiamen, Dalian, etc.

1.Description of Business

TH International Limited was incorporated in Cayman Islands in April 2018. Pursuant to a master development agreement between TH Hong Kong International limited (“THHK”), a subsidiary of TH International Limited , and Tim Hortons Restaurants International GmbH (“THRI”), effective from June 11, 2018, with initial contractual term of 20 years and THHK has the option to extend the initial term for 10 years, subject to achieving certain agreed-upon milestones of cumulative store opening target by the end of development year 10 and the end of development year 20, TH International Limited together with its subsidiaries (“the Company”) owns the exclusive franchise right authorized by THRI, and is authorized to develop and operate stores branded “Tim Hortons” throughout the People’s Republic of China (“PRC”), including Hong Kong and Macau. The master development agreement also sets out terms related to development obligations, services and related obligations, fees, system standards and manuals, insurance obligations, relationship of the parties and indemnification, inspections and assignments, termination, rights and obligations upon termination or expiration, and other general provisions. On August 13, 2021, the master development agreement was amended and restated to set out new terms related to (1) conditions at which the Company is allowed to incur indebtedness and usage of such proceeds; (2) THRI’s right to nominate one individual to the board of directors of TH International Limited; (3) THRI’s right to designate an observer to attend all meetings of the Company’s board of directors or any committee of the board of directors.

The first Tim Hortons store in Mainland China opened in February 2019. As of December 31, 2022, there were 617 Tim Hortons stores in China, including 547 Company owned and operated stores and 70 franchised stores. For the 547 Company owned and operated stores, 192 stores are in Shanghai, 78 stores in Beijing, 51 stores in Hangzhou, 28 stores in Shenzhen, 26 stores in Guangzhou, 24 stores in Chengdu, 22 stores in Nanjing and other 126 stores in Chongqing, Wuhan, Xi’an, Xiamen, Dalian, etc.

Consolidated Statements of Operations - CNY (¥)	3 Months Ended		12 Months Ended
Consolidated Statements of Operations - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Total revenues	¥ 336,479,125	¥ 224,656,964	¥ 1,011,063,766	¥ 643,371,949	¥ 212,084,571
Company owned and operated stores
Store rental expenses	74,620,307		250,604,189
Marketing expenses	18,302,864	12,701,381	81,017,100	50,316,856	16,986,023
General and administrative expenses (including general and administrative expenses from transactions with a related party of RMB1,845,960, nil and RMB160,532 for the years ended December 31, 2022, 2021 and 2020, respectively)	70,621,100	50,506,040	289,544,688	174,962,876	79,366,314
Franchise and royalty expenses (including franchise and royalty expenses from transactions with a related party of RMB10,802,069 and RMB7,036,697 for the three months ended March 31, 2023 and 2022, respectively)	11,905,008	7,830,234	35,595,253	18,800,024	8,591,902
Other operating costs and expenses	5,571,802	2,512,651	8,340,034	2,134,905	2,712,522
Loss on disposal of property and equipment	896,062	5,403,145	8,835,137	1,546,122
Impairment losses of long-lived assets	4,418,278	1,892,422	7,222,765	1,001,880	0
Other income			7,152,455	3,475,871	3,338,788
Total costs and expenses, net	466,897,172	359,568,706	1,592,247,420	1,017,836,048	353,256,965
Operating loss	(130,418,047)	(134,911,742)	(581,183,654)	(374,464,099)	(141,172,394)
Interest income	2,022,686	186,464	2,703,219	315,550	511,389
Interest expenses	(4,335,543)	(2,619,862)	(14,804,002)	(1,901,653)
Foreign currency transaction loss	(1,787,935)	(1,233,011)	(6,275,369)	(1,301,963)	(2,399,162)
Changes in fair value of convertible notes	(14,271,504)	(12,683,903)	(4,493,605)	(5,577,001)
Changes in fair value of warrant liabilities	(58,183,824)		45,903,468
Changes in fair value of ESA derivative liabilities	32,522,679		(186,598,308)
Loss before income taxes	(174,451,488)	(151,262,054)	(744,748,251)	(382,929,166)	(143,060,167)
Income tax expenses			0	0	0
Net loss	(174,451,488)	(151,262,054)	(744,748,251)	(382,929,166)	(143,060,167)
Less: Net Loss attributable to non-controlling interests	433,145	(645,728)	2,103,019	1,208,147	1,060,660
Net loss attributable to shareholders of the Company	¥ (174,884,633)	¥ (150,616,326)	¥ (742,645,232)	¥ (381,721,019)	¥ (141,999,507)
Basic loss per ordinary share	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)
Diluted loss per ordinary share	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)
Company Owned And Operated Stores [Member]
Revenues
Total revenues	¥ 310,451,568	¥ 211,045,482	¥ 938,096,823	¥ 617,226,090	¥ 206,036,187
Company owned and operated stores
Food and packaging (including cost of Company owned and operated stores from transactions with a related party of RMB36,862,860, RMB19,521,561 and RMB8,864,342 for the years ended December 31, 2022, 2021 and 2020, respectively)	111,325,568	69,570,929	314,550,334	207,947,581	74,401,872
Store rental expenses	71,410,366	58,366,266	236,838,444	148,152,234	54,719,146
Payroll and employee benefits	72,959,653	71,798,831	268,857,299	199,329,992	50,314,270
Delivery costs	22,782,254	14,834,178	73,615,391	38,604,864	12,232,737
Other operating expenses (including service fee from transactions with a related party of RMB550,000, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively)	25,088,299	29,696,624	107,769,989	99,104,765	35,613,651
Store depreciation and amortization	32,973,580	25,887,727	118,658,800	62,678,633	16,449,684
Company owned and operated store costs and expenses	336,539,720	270,154,555	1,120,290,257	755,818,069	243,731,360
Product and Service Other [Member]
Revenues
Total revenues	26,027,557	13,611,482	72,966,943	26,145,859	6,048,384
Company owned and operated stores
Costs of other revenues	¥ 18,868,188	¥ 8,781,855	¥ 48,554,641	¥ 16,731,187	¥ 5,207,632

Unaudited Condensed Consolidated Statements of Operations - CNY (¥)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Total revenues	¥ 336,479,125	¥ 224,656,964
Company owned and operated stores
Store rental expenses	74,620,307
Marketing expenses	18,302,864	12,701,381
General and administrative expenses	70,621,100	50,506,040
Franchise and royalty expenses (including franchise and royalty expenses from transactions with a related party of RMB10,802,069 and RMB7,036,697 for the three months ended March 31, 2023 and 2022, respectively)	11,905,008	7,830,234
Other operating costs and expenses	5,571,802	2,512,651
Loss on disposal of property and equipment	896,062	5,403,145
Impairment losses of long-lived assets	4,418,278	1,892,422
Other income	225,850	213,577
Total costs and expenses, net	466,897,172	359,568,706
Operating loss	(130,418,047)	(134,911,742)
Interest income	2,022,686	186,464
Interest expenses	(4,335,543)	(2,619,862)
Foreign currency transaction loss	(1,787,935)	(1,233,011)
Changes in fair value of convertible notes	(14,271,504)	(12,683,903)
Changes in fair value of warrant liabilities	(58,183,824)
Changes in fair value of ESA derivative liabilities	32,522,679
Loss before income taxes	(174,451,488)	(151,262,054)
Net loss	(174,451,488)	(151,262,054)
Less: Net income/(loss) attributable to non-controlling interests	433,145	(645,728)
Net loss attributable to shareholders of the Company	¥ (174,884,633)	¥ (150,616,326)
Basic loss per ordinary share	¥ (1.25)	¥ (1.21)
Diluted loss per ordinary share	¥ (1.25)	¥ (1.21)
Company owned and operated stores
Revenues
Total revenues	¥ 310,451,568	¥ 211,045,482
Company owned and operated stores
Food and packaging (including cost of Company owned and operated stores from transactions with a related party of RMB12,104,853 and RMB5,880,992 for the three months ended March 31, 2023 and 2022, respectively)	111,325,568	69,570,929
Store rental expenses	71,410,366	58,366,266
Payroll and employee benefits	72,959,653	71,798,831
Delivery costs	22,782,254	14,834,178
Other operating expenses (including service fee from transactions with a related party of RMB150,000 and RMB100,000 for the three months ended March 31, 2023 and 2022, respectively)	25,088,299	29,696,624
Store depreciation and amortization	32,973,580	25,887,727
Company owned and operated store costs and expenses	336,539,720	270,154,555
Other revenues
Revenues
Total revenues	26,027,557	13,611,482
Company owned and operated stores
Costs of other revenues	¥ 18,868,188	¥ 8,781,855

Short-term Investment (Details)	3 Months Ended	12 Months Ended
Short-term Investment (Details)	Mar. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 CNY (¥)	Sep. 30, 2022 USD ($)
Short-term Investment
Cash deposited as collateral				¥ 377,490,814	$ 53,169,218
Unrealized losses on AFS securities \| ¥	¥ 700,163	¥ 2,133,528
Realized gain or losses on AFS securities \| ¥	¥ 686,130	¥ 0
Minimum [Member]
Short-term Investment
Interest accrued on the funds held in the collateral \| $			$ 100,000
Maximum [Member]
Short-term Investment
Interest accrued on the funds held in the collateral \| $			$ 300,000

Convertible Notes, at fair value (Tables)

12 Months Ended

Dec. 31, 2022

Summary of balance of convertible notes measured at fair value


	December 31, 2022	December 31, 2021
Convertible notes, at fair value	354,080,264	318,466,215

Accounts Receivable, net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of accounts receivable, net


	March 31, 2023	December 31, 2022
Accounts receivable	13,291,297	7,973,229
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)
Accounts receivable, net	11,263,437	5,617,195


	March 31, 2023	March 31, 2022
Beginning balance of the three months ended	2,356,034	—
Reversal of provision	(328,174)	—
Ending balance of the three months ended	2,027,860	—


	December 31, 2022	December 31, 2021
Accounts receivable	7,973,229	9,817,292
Less: allowance for doubtful accounts	(2,356,034)	—
Accounts receivable, net	5,617,195	9,817,292


	December 31, 2022	December 31, 2021
Beginning balance	—	—
Provision	2,356,034	—
Ending balance	2,356,034	—

Description of Business (Details) - store	3 Months Ended	12 Months Ended
Description of Business (Details) - store	Mar. 31, 2023	Dec. 31, 2022
Description of Business
Initial contractual term		20 years
Extension term		10 years
Number of Horton stores	648	617
Shanghai
Description of Business
Number of stores	192	192
Beijing
Description of Business
Number of stores	78	78
Hangzhou
Description of Business
Number of stores	49	51
Shenzhen
Description of Business
Number of stores	28	28
Guangzhou
Description of Business
Number of stores	26	26
Chengdu
Description of Business
Number of stores	22	24
Nanjing
Description of Business
Number of stores	24	22
Chongqing, Wuhan, Xi'an, Xiamen, Dalian, etc.
Description of Business
Number of stores	132	126
Company owned and operated stores
Description of Business
Number of stores	551	547
Franchised stores
Description of Business
Number of stores	97	70

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue

Revenue

19.	Revenue

Revenue consists of the following:


	Three months ended March 31,
	2023	2022
Sales of food, beverage and packaged products by Company owned and operated stores	310,451,568	211,045,482
Franchise fees	2,430,164	954,410
Revenues from other franchise support activities	10,403,282	3,143,554
Revenues from wholesale activities	3,742,106	—
Revenue from e-commerce sales	9,157,563	9,513,518
Revenues from other activities	294,442	—
Total revenues	336,479,125	224,656,964

All of the property and equipment of the Company are physically located in the PRC. The geographical location of customers is based on the location at which the customers operate and all of the Company’s revenue is derived from operations in the PRC for the three months ended March 31, 2023 and 2022.

18.Revenue

Revenue consist of the following:


	For the Years Ended December 31,
	2022	2021	2020
Sales of food, beverage and packaged products by Company owned and operated stores	938,096,823	617,226,090	206,036,187
Franchise fees	4,537,599	1,923,149	794,608
Revenues from other franchise support activities	18,965,417	9,469,639	5,253,776
Revenues from wholesale activities	6,533,166	—	—
Revenue from e-commerce sales	41,635,451	13,117,118	—
Revenues from other activities	1,295,310	1,207,805	—
Provision of consumer research service to THRI	—	428,148	—
Total revenues	1,011,063,766	643,371,949	212,084,571

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Other income (Tables)

12 Months Ended

Dec. 31, 2022

Other income.

Schedule of other income


	For the Years Ended December 31,
	2022	2021	2020
Government grants	5,996,537	3,319,871	3,329,009
Others	1,155,918	156,000	9,779
Total other income	7,152,455	3,475,871	3,338,788

Summary of Significant Accounting Policies - Intangible Assets (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Franchise right
Summary of Significant Accounting Policies
Franchise term (in years)		20 years
Minimum [Member] \| Upfront franchise fees
Summary of Significant Accounting Policies
Franchise term (in years)	2 years	20 years
Maximum [Member] \| Upfront franchise fees
Summary of Significant Accounting Policies
Franchise term (in years)	12 years	12 years

Revenue (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Revenue (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total revenues	¥ 336,479,125	¥ 224,656,964	¥ 1,011,063,766	¥ 643,371,949	¥ 212,084,571
Sales of food, beverage and packaged products by Company owned and operated stores
Revenue
Total revenues	310,451,568	211,045,482	938,096,823	617,226,090	206,036,187
Franchise fees
Revenue
Total revenues	2,430,164	954,410	4,537,599	1,923,149	794,608
Revenues from other franchise support activities
Revenue
Total revenues	10,403,282	3,143,554	18,965,417	9,469,639	¥ 5,253,776
Revenues from wholesale activities
Revenue
Total revenues	3,742,106		6,533,166
Revenue from e-commerce sales
Revenue
Total revenues	9,157,563	¥ 9,513,518	41,635,451	13,117,118
Revenues from other activities
Revenue
Total revenues	¥ 294,442		¥ 1,295,310	¥ 1,207,805

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Prepaid Expenses and Other Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

7.	Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	March 31, 2023	December 31, 2022
Creditable input VAT	72,350,068	69,665,847
Short-term deposits	5,051,553	3,468,215
Receivables from payment processors and aggregators	15,223,921	10,217,082
Prepaid marketing expenses	4,917,340	11,582,119
Others	17,976,419	13,341,468
	115,519,301	108,274,731

7.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31, 2022	December 31, 2021
Creditable input VAT	69,665,847	50,212,274
Short-term deposits	3,468,215	4,161,725
Receivables from payment processors and aggregators	10,217,082	17,701,386
Prepaid rental expenses	—	15,272,677
Prepaid marketing expenses	11,582,119	14,666,752
Deferred offering costs	—	18,475,035
Others	13,341,468	22,348,446
	108,274,731	142,838,295

Subsequent Events (Details)						1 Months Ended
Subsequent Events (Details)	May 25, 2023 shares	Apr. 11, 2023 CNY (¥)	Apr. 11, 2023 USD ($)	Feb. 10, 2023 CNY (¥)	Feb. 10, 2023 USD ($)	Apr. 30, 2023 $ / shares shares	Apr. 28, 2023 shares	Mar. 31, 2023 shares	Mar. 15, 2023 shares
Pangaea XXIIA
Subsequent Event [Line Items]
Number of shares surrendered									300,000
Subsequent Events
Subsequent Event [Line Items]
Initial conversion price \| $ / shares						$ 10.85
Number of units granted	2,660,744
Subsequent Events \| Pangaea XXIIA
Subsequent Event [Line Items]
Number of shares surrendered								300,000
Tranche one \| Subsequent Events
Subsequent Event [Line Items]
Proceeds from collateral account		¥ 49,135,463	$ 7,133,280	¥ 36,747,941	$ 5,413,344
Tranche Two \| Subsequent Events
Subsequent Event [Line Items]
Proceeds from collateral account		49,135,463	7,133,280	¥ 80,917,761	$ 11,919,983
Amount of proceeds released from collateral account returned		72,556,022	10,533,379
Tranche Two \| Subsequent Events \| Shaolin Capital Management LLC
Subsequent Event [Line Items]
Amount of proceeds released from collateral account returned		¥ 10,533,379	$ 72,556,021
Employee Incentive Shares \| Subsequent Events
Subsequent Event [Line Items]
Number of shares per person						1,855	100
Total number of shares granted						185,000	185,000
Number of units granted with three-year pre-requisite service period						100

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

26.	Subsequent Events

On April 11, 2023, the second tranche of ESA proceeds of US$7,133,280 (equivalent to RMB49,135,463) was released from the collateral account and received by the Company while US$10,533,379 (equivalent to RMB72,556,022) was released from the collateral account and returned to Shaolin.

In April 2023, the Company granted 100 ordinary shares per person to 1,855 qualified employees (185,000 shares in total) and these share awards are to be settled in cash (subject to deduction of applicable withholding taxes) equivalent to the market value of such ordinary shares on the date when each of the employee grantees requests the Company to settle.

In April 2023, the conversion price of the Company’s convertible notes was adjusted to US$10.85 per share based on anti-dilutive adjustment mechanism provided in the contracts of the convertible notes.

On May 25, 2023, the Company’s Board of Directors approved the grant of share options of 2,660,744 Company ordinary shares to certain executive officers and employees.

26.Subsequent Events

On February 10, 2023, the first tranche of ESA proceeds (see Note 15) of USD5,413,344 (equivalent to RMB 36,747,941) has been released from the collateral account and received by the Company while USD11,919,983 (equivalent to RMB80,917,761) was released from the collateral account and returned to Shaolin. On February 15, 2023, the Company has further received USD100,000 (equivalent to RMB 681,773) of interest income from the collateral account. On April 11, 2023, the second tranche of ESA proceeds (see Note 15) of USD7,133,280 (equivalent to RMB49,135,463) has been released from the collateral account and received by the Company while USD10,533,379 (equivalent to RMB72,556,021) was released from the collateral account and returned to Shaolin.

On March 30, 2023 (“acquisition date”), the Company entered into a share purchase agreement (“Popeyes SPA”) with PLKC International Limited (“Popeyes China”), Pangaea Three Acquisition Holdings IV Limited (“Holdings IV”) and PLK APAC Pte. Ltd. (“PLK”) to acquire 100% outstanding shares of Popeyes China from Holdings IV (90%) and PLK (10%), which are related parties of the Company as Holdings IV and PLK are subsidiaries of Cartesian Capital Group, LLC and Restaurant Brands International Inc. respectively. The Company issued a total of 11,466,574 ordinary shares (among which 10,319,917 ordinary shares to Holdings IV and 1,146,657 ordinary shares to PLK) in exchange for all of the outstanding shares of Popeyes China.

On the acquisition date, Popeyes China, through its wholly owned subsidiary PLKC HK International Limited (“Popeyes China Franchisee”), has the exclusive right to develop, open and operate Popeyes Restaurants in Mainland China and Macau for an initial period of 20 years (“The Popeyes Master Franchise Right”). On acquisition date, Popeyes China and Popeyes China Franchisee did not have any business operations and did not have assets and liabilities other than the Popeyes Master Franchise Right and USD30,000,000 in cash. Pursuant to the Popeyes Master Franchise Right agreement, Popeyes China franchisee agrees to develop, open, build, and operate, or license Franchisees to develop, open, build, and operate, on a cumulative basis, of certain number of Popeyes Restaurants in the agreed Territory according to the Development schedule within the agreement. Pursuant to the Popeyes Master Franchise Right agreement, the Company is required to pay an upfront franchise fee for each Company owned and operated store and franchise store, and a continuing franchise fee for each Company owned and operated store and franchise store, calculated as certain percentage of the store’s monthly gross sales, depending on when the store is opened.

In accordance with the Popeyes SPA for the acquisition of shares in Popeyes China, the Company will need to issue additional number of ordinary shares to Holdings IV and PLK based on the ratio of 90:10 as annual deferred contingent consideration, which is calculated as: (a) 3% of annual revenue of Popeyes China; divided by (b) 85% of the volume-weighted average price (VWAP) of the Company’s shares during the forty (40) trading days ended the last date of applicable fiscal year for an undefined period. In addition, the Company may at any time after the acquisition date, and at its sole option, to pay a lumpsum deferred contingent consideration, plus any unpaid annual deferred contingent consideration. Such lumpsum deferred contingent consideration will be settled by issuing additional number of ordinary shares to Holdings IV and PLK based on the ratio of 90:10, which is calculated as: (a) USD35,000,000, divided by (b) 85% of the VWAP of the Company’s shares during the forty (40) trading days ended as of the date of notifying the exercise this option. If the Company pays such lumpsum deferred contingent consideration, it will not need to pay any further annual deferred contingent consideration.

According to the Popeyes SPA, the Company will reserve 603,503 ordinary shares to be issuable pursuant to a separate employee stock option plan to be provided to the future employees of Popeyes China.

In March 2023, the Company’s parent company, Pangaea Two Acquisition Holdings XXIIA Limited (“Pangaea XXIIA”) surrendered 300,000 Company’s ordinary shares to the Company for no additional consideration for the purpose of share-based awards to be granted to certain employees (the “Employee Incentive Shares”). In accordance with Employee Incentive Shares arrangement, the Company granted 100 ordinary shares per person to 1,855 qualified employees (185,000 shares in total) in April 2023 and these share awards are to be settled in cash (subject to deduction of applicable withholding taxes) equivalent to the market value of such ordinary shares on the date when each of the employee grantees requests the Company to settle.

Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Loss Per Share

22.	Loss Per Share


	Three months ended March 31,
	2023	2022
Numerator:
Net loss attributable to shareholders of the Company	(174,884,633)	(150,616,326)
Denominator:
Basic and diluted weighted average number of ordinary shares	139,612,628	124,193,928
Basic and diluted loss per ordinary share (in RMB)	(1.25)	(1.21)


	2023	2022
	Number of shares	Number of shares
Warrants	22,900,000	22,900,000
Earn-out Shares	14,000,000	14,000,000
Original Option Units	8,121,227	7,848,887
Additional Option Units	360,440	401,439
RSU	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—
Convertible notes	6,752,041	6,752,041

23.Loss Per Share

Basic and diluted losses per ordinary share for the years ended December 31, 2022, 2021 and 2020 are calculated as follow.


	As of and for the year ended December 31,
	2022	2021	2020
Numerator:
Net loss attributable to shareholders of the Company	(742,645,232)	(381,721,019)	(141,999,507)

Denominator:
Basic and diluted weighted average number of ordinary shares	128,096,505	121,582,945	106,721,987

Basic and diluted loss per ordinary share (in RMB)	(5.80)	(3.14)	(1.33)

23.Loss Per Share (continued)


	For the Years Ended December 31,
	2022	2021	2020

Warrants	22,900,000	—	—
Earn-out Shares	14,000,000	—	—
Original Option Units	8,217,559	7,850,915	5,886,303
Additional Option Units	374,334	270,527	—
RSU	1,738,338	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—	—
Convertible notes	6,752,041	6,752,041	—

Income tax - Deferred income tax assets (Details) - CNY (¥)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income tax
Operating losses carryforwards	¥ 238,086,013	¥ 133,725,956
Contract liabilities	4,060,385	2,472,812
Impairment losses	1,969,902	250,470
Operating lease liabilities	250,179,307
Other current liabilities	27,925,076	12,644,968
Software	428,758
Total gross deferred tax assets	522,649,441	149,094,206
Less: valuation allowances	(275,431,351)	¥ (149,094,206)	¥ (57,096,996)
Deferred tax assets, net of valuation allowance	247,218,090
Right-of-use assets	(236,718,196)
Leasehold improvements	(10,499,894)
Deferred tax liability	¥ 247,218,090

Fair Value Measurement (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of assets and liabilities measured at fair value on a recurring basis


	As of March 31, 2023			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	249,000,432	—	249,000,432

Liabilities
Convertible notes	—	—	366,261,610	366,261,610
ESA derivative liabilities	—	—	151,177,400	151,177,400
Warrant liabilities	—	—	77,100,474	77,100,474
Liability-settled share-based payment to non-employee	—	—	5,909,662	5,909,662
Deferred contingent consideration liability	—	—	65,968,319	65,968,319
	—	—	666,417,465	666,417,465


	As of December 31, 2022			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Assets
Short-term investment	—	372,375,701	—	372,375,701

Liabilities
Convertible notes	—	—	354,080,264	354,080,264
ESA derivative liabilities	—	—	269,251,436	269,251,436
Warrant liabilities	—	—	19,083,004	19,083,004
Liability-settled share-based payment to non-employee	—	—	4,039,468	4,039,468

	—	—	646,454,172	646,454,172


	As of December 31, 2021			Total Fair
	Level 1	Level 2	Level 3	Value
	RMB	RMB	RMB	RMB
Liabilities
Convertible notes	—	—	318,466,215	318,466,215

Schedule of fair value measurement


					Liability-settled
					share-based
					payment to
	Convertible notes	Short-term investment	Warrant liabilities	ESA derivative liabilities	non-employee
Balance as of January 1, 2021	—	—	—	—	—
Additions	312,092,172	—	—	—	—
Changes in fair value of convertible notes, excluding impact of instrument-specific credit risk	5,577,001	—	—	—	—
Changes in fair value of convertible notes due to instrument-specific credit risk	548,029	—	—	—	—
Foreign currency translation adjustment	249,013	—	—	—	—
Balance as of December 31, 2021	318,466,215	—	—	—	—

Balance as of January 1, 2022	318,466,215	—	—	—	—
Additions	—	370,242,173	65,418,439	88,172,680	11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk	4,493,605	2,133,528	(45,903,468)	186,598,308	(7,390,032)
Changes in fair value due to instrument specific credit risk	1,520,393	—	—	—	—
Foreign currency translation adjustment	29,600,051	—	(431,967)	(5,519,552)	(89,834)
Balance as of December 31, 2022	354,080,264	372,375,701	19,083,004	269,251,436	4,039,468

Schedule of assumptions

As of December 31, 2022, the assumptions were as follow:


	Convertible						Liability-settled share-based
	notes		ESA derivative liabilities		Warrants liabilities		payment to non-employee
Expected volatility	28.00	%	18.00% – 26.00	%	26.00	%	26.00	%
Risk-free interest rate (per annum)	4.10	%	4.05% – 4.62	%	4.07	%	4.39	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Fair value of the underlying ordinary share	US$2.78		US$2.78		US$2.78		US$2.78
Bond yield	13.30	%	—		—		—
Coupon rate	9.00	%	—		—		—

24.Fair Value Measurement (continued)

The convertible notes were measured at fair value as of December 31, 2021 using the Binomial Option Pricing Model with the following assumptions:


	2021
Expected volatility	25.00	%
Risk-free interest rate (per annum)	1.10	%
Expected dividend yield	0.00	%
Bond yield	11.00	%
Coupon rate	9.00	%
Fair value of the underlying ordinary share (before share split)	US$6,079.83

Leases - Maturities of operating lease liabilities under non-cancellable leases (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022
Operating lease commitments
2023	¥ 262,330,419	¥ 261,058,233
2024	263,334,193	265,552,769
2025	243,207,757	247,539,671
2026	193,009,108	204,062,024
2027	132,805,889	143,088,301
Thereafter	136,934,316	155,132,379
Total undiscounted lease payments	1,231,621,682	1,276,433,377
Less: imputed interest	(263,871,433)	(275,716,148)
Total operating lease liabilities	¥ 967,750,249	¥ 1,000,717,229

Share-based compensation - Stock option activities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of units
Forfeited		(398,000)
Weighted average exercise price
Granted		$ 1.20	$ 0.60
Forfeited		$ 0.56
Original Option Units
Number of units
Outstanding as of beginning	28,366,000	27,098,000
Granted	0		1,666,000
Forfeited	(335,000)
Outstanding as of ending	28,031,000	28,366,000	27,098,000
Expected to be vested as of ending	28,031,000	28,366,000
Weighted average exercise price
Outstanding as of beginning	$ 0.35	$ 0.31
Granted	0		$ 1.06
Forfeited	0.59
Outstanding as of ending	0.35	0.35	0.31
Expected to be vested as of ending	0.35	0.35
Weighted average grant date fair value
Weighted Average Grant Date Fair Value, Beginning balance	0.29	0.27
Weighted Average Grant Date Fair Value, Ending balance	0.29	0.29	$ 0.27
Weighted Average Grant Date Fair Value, Expected to be vested	$ 0.29	$ 0.29
Weighted average remaining contractual years
Weighted average remaining contractual years outstanding	6 years 4 months 28 days	6 years 8 months 1 day	6 years 9 months 18 days
Expected to be vested as of ending	6 years 4 months 28 days	6 years 8 months 1 day
Aggregate intrinsic value
Outstanding as of beginning	$ 14,548,534	$ 38,324,597
Outstanding as of ending	23,243,902	14,548,534	$ 38,324,597
Expected to be vested as of ending	$ 23,243,902	$ 13,312,140
Additional Option Units
Number of units
Outstanding as of beginning	1,292,041	933,742
Granted		460,756
Forfeited	(47,955)	(102,457)
Outstanding as of ending	1,244,086	1,292,041	933,742
Expected to be vested as of ending	1,244,086	1,292,041
Weighted average exercise price
Outstanding as of beginning	$ 0.80	$ 0.60
Granted		1.20
Forfeited	0.87	0.81
Outstanding as of ending	0.80	0.80	$ 0.60
Expected to be vested as of ending	0.80	0.80
Weighted average grant date fair value
Weighted Average Grant Date Fair Value, Beginning balance	0.57	0.41
Weighted Average Grant Date Fair Value, Ending balance	0.56	0.57	$ 0.41
Weighted Average Grant Date Fair Value, Expected to be vested	$ 0.56	$ 0.57
Weighted average remaining contractual years
Weighted average remaining contractual years outstanding	1 year 2 months 1 day	1 year 5 months 1 day	1 year 4 months 2 days
Expected to be vested as of ending	1 year 2 months 1 day	1 year 5 months 1 day
Aggregate intrinsic value
Outstanding as of beginning	$ 14,548,534	$ 831,030
Outstanding as of ending	482,350	14,548,534	$ 831,030
Expected to be vested as of ending	$ 482,350	$ 176,520

Contract Liabilities - Contract liabilities - non-current (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract Liabilities
Deferred revenue related to upfront franchise fees	¥ 3,256,745	¥ 3,311,176
Deferred revenue related to upfront franchise fees received from sub-franchisees		¥ 3,311,176	¥ 970,486

Derivative Financial Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Derivative Financial Liabilities

15.	Derivative Financial Liabilities

Contingent cash settlement features of ESA Transaction (“ESA derivative liabilities”)

On February 10, 2023, the first tranche of ESA proceeds of US$5,413,344 (equivalent to RMB36,747,941) was released from the collateral account and received by the Company while US$11,919,983 (equivalent to RMB80,917,612) was released from the collateral account and returned to Shaolin.

As of March 31, 2023, the balance of derivative financial liabilities measured at fair value was summarized as below:


	March 31, 2023	December 31, 2022
Short-term derivative financial liabilities:
ESA derivative liabilities	151,177,400	269,251,436
Long-term derivative financial liabilities:
Warrant liabilities	77,100,474	19,083,004
	228,277,874	288,334,440

15.Derivative Financial Liabilities

Warrant liabilities

On September 28, 2022, the Company issued 22,900,000 Warrants, which consists of 17,250,000 Public Warrants, 4,450,000 Sponsor Warrants and 1,200,000 PIPE Warrants (see Note 1). The Public Warrants have been traded on the Nasdaq Capital Market from September 29, 2022, while the Sponsor Warrants and the PIPE Warrants (collectively, the “Private Warrants”) which are held by the Sponsor, the PIPE Investors or any of their permitted transferees are not traded. The Private Warrants that are transferred to persons other than the permitted transferees shall upon such transfer cease to be Private Warrants and shall become Public Warrants.

The key terms of Warrants are summarized as follows:

The private placement warrants became exercisable on October 28, 2022, and the public warrants became exercisable on December 23, 2022. The Warrants will expire five years from September 28, 2022 or earlier upon redemption or liquidation.

Each Warrant can be exercised at an exercise price of US$11.50 in exchange for one ordinary share of the Company. The exercise price and number of ordinary shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the events of (i) a capitalization or share dividend, or a sub-division or other similar event; (ii) extraordinary dividend; (iii) a consolidation, combination, reverse share split or reclassification or other similar event.

For the Public Warrants, (i) if the price per ordinary share equals or exceeds US$18.00, the Company has the right to redeem the outstanding Public Warrants, in whole and not in part, at a price of US$0.01 per warrant; and (ii) if the price per ordinary share equals or exceeds US$10.00 but less than US$18.00, the Company has the right to redeem the outstanding Public Warrants, in whole and not in part, at a price of US$0.1 per warrant, and the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. Before the Warrants redeemed by the Company under the circumstance set out in the contract, the warrant holders will be able to exercise their Warrants on a cashless basis and receive that number of shares determined based on the redemption date and the fair market value of ordinary shares. The “cashless basis” means that the warrant holders would pay the exercise price by surrendering his, her or its Warrants for that number of ordinary shares.

15.Derivative Financial Liabilities (continued)

The Private Warrants are identical to the Public Warrants, except that so long as they are held by the initial holders of these warrants and their permitted transferees, they (i) may be exercised for cash or on a cashless basis; (ii) includes the ordinary shares issuable upon exercise of the Private Warrants, may not be transferred, assigned or sold until 30 days after September 28, 2022; (iii) shall not be redeemable by the Company if the price per ordinary Share equals or exceeds US$18.00; (iv) shall only be redeemable by the Company, in whole and not in part, at a price of US$0.1 per warrant, if the price per ordinary share equals or exceeds US$10.00 but less than US$18.00. In addition, the Sponsor Warrants and the ordinary shares underlying the Sponsor Warrants are subject to lock-up restrictions. In certain cases, the calculation of exercise price may be different based on the valuation models for Public Warrants as compared to Private Warrants.

In case of any reclassification or reorganization of the outstanding ordinary shares (other than those described above or that solely affects the par value of such ordinary shares), or in the case of any merger or consolidation of the Company with or into another corporation or entity (other than a consolidation or merger in which the Company is the continuing corporation or company and that does not result in any reclassification or reorganization of the Company’s outstanding ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event.

Management considers Public Warrants and Private Warrants as liabilities and measures them at fair value in accordance with ASC 815, with fair value changes recognized in the Unaudited Condensed Consolidated Statement of Operations, because:

(i) for the Private Warrants, there is a settlement provision which is applied differently if the Private Warrants are transferred to a nonpermitted transferees and thus become the Public Warrants. In the case, the settlement amount (i.e., exercise price or number of shares) of the Private Warrants depends on the holder;

(ii) for both the Private Warrants and Public Warrants, in the events of reclassification and reorganization (which is outside the control of the Company), the warrant holders are entitled to receive cash, but not the holders of all shares underlying the warrants.

15.Derivative Financial Liabilities (continued)

Contingent cash settlement features of ESA Transaction (“ESA derivative liabilities”)

According to the ESA Agreement and Amendment No.2 To Equity Support Agreement entered into as of December 27, 2022, the Company will receive the proceeds from the collateral account at the end of each of Reference Period: (i) the First Reference Period: the 27 consecutive Volume Weighted Average Price trading days (“VWAP Trading Days”) beginning on, and including, December 29, 2022, it such date is a VWAP Trading Day, or the next immediate VWAP Trading Day following December 29, 2022, if December 29, 2022 is not a VWAP Trading Date; (ii) the Second Reference Period: the 30 consecutive VWAP Trading Days beginning on, and including, the 145th calendar day immediately following the Closing Date; and (iii) the Third Reference Period: the 30 consecutive VWAP Trading Days beginning on, and including, the 235th calendar day immediately following the Closing Date. In each case, subject to acceleration and postponement in certain circumstances set forth in the ESA Agreement, the proceeds to be received by the Company at the end of each Reference Period will be an amount equal to the agreed number of shares provided in ESA Agreement multiplied by the lesser of (i) an agreed price provided in ESA Agreement (US$10.40 in the First Reference Period, US$10.60 in the Second Reference Period and US$10.90 in the Third Reference Period) and (ii) the average Volume Weighted Average Price for the Reference Period (“Reference Price”). Concurrently, the Company shall pay to the ESA Investors a Reference Period Payment, which is an amount equal to the agreed number of shares multiplied by (i) if Reference Price is less than the agreed price, an amount equal to agreed price minus the reference price for the Reference Period, or (ii) if the Reference Price for the Reference Period is greater than or equal to the agreed price, zero. At the end of the final Reference Period, the outstanding cash balance in the collateral account shall be released to the Company. Within five business days following the release of the outstanding cash balance of the collateral account, the Company shall pay to the ESA Investors and/or Shaolin, at the direction of Shaolin, the aggregate amount of interest accrued on the funds held in the collateral account prior to the release less US$100,000, up to a maximum of US$300,000.

The contingent cash settlement features of ESA agreement were determined to be classified as liabilities measured at fair value in accordance with ASC 815, with fair value changes recognized in the Unaudited Condensed Consolidated Statement of Operations, since the Company does not have an unconditional right to avoid delivering cash.

As of December 31, 2022, the balance of derivative financial liabilities measured at fair value was summarized as below:


		RMB
Short-term derivative financial liabilities:
ESA derivative liabilities		269,251,436

Long-term derivative financial liabilities:
Warrant liabilities		19,083,004
		288,334,440

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of prepaid expenses and other current assets


	December 31, 2022	December 31, 2021
Creditable input VAT	69,665,847	50,212,274
Short-term deposits	3,468,215	4,161,725
Receivables from payment processors and aggregators	10,217,082	17,701,386
Prepaid rental expenses	—	15,272,677
Prepaid marketing expenses	11,582,119	14,666,752
Deferred offering costs	—	18,475,035
Others	13,341,468	22,348,446
	108,274,731	142,838,295

Income tax

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Income tax

Income tax

21.	Income tax

21.Income tax

Cayman Islands

Hong Kong

No provision for Hong Kong profits tax has been made in the financial statements as the subsidiary in Hong Kong has no assessable profits for the years ended December 31, 2022, 2021 and 2020.

Mainland PRC

The components of loss before income taxes are as follows:


	Year ended	Year ended	Year ended
	December 31, 2022	December 31, 2021	December 31, 2020
Mainland PRC	(506,323,501)	(371,992,927)	(132,554,844)
Hong Kong S.A.R and overseas entities	(238,424,750)	(10,936,239)	(10,505,323)
Total	(744,748,251)	(382,929,166)	(143,060,167)

For the years ended December 31, 2022, 2021 and 2020, there are no current and deferred income tax expenses recorded in the Company’s consolidated financial statements.

21.Income tax (continued)

Reconciliation of the differences between PRC statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020 are as follows:


	Year ended		Year ended		Year ended
	December 31, 2022		December 31, 2021		December 31, 2020

PRC statutory tax rate	(25.0)	%	(25.0)	%	(25.0)	%
Effect of tax rate differential for non-PRC entities	7.9	%	0.7	%	1.8	%
Effect of non-deductible expenses	0.1	%	0.3	%	0.8	%
Change in valuation allowance	17.0	%	24.0	%	22.4	%
Actual income tax rate	—		—		—

Deferred income tax assets


	December 31, 2022	December 31, 2021
Operating losses carryforwards	238,086,013	133,725,956
Contract liabilities	4,060,385	2,472,812
Impairment losses	1,969,902	250,470
Operating lease liabilities	250,179,307	—
Other current liabilities	27,925,076	12,644,968
Software	428,758	—

Total gross deferred tax assets	522,649,441	149,094,206
Less: valuation allowances	(275,431,351)	(149,094,206)

Deferred tax assets, net of valuation allowance	247,218,090	—
Right-of-use assets	(236,718,196)	—
Leasehold improvements	(10,499,894)	—
Deferred tax liability	(247,218,090)	—

Deferred tax assets	(247,218,090)	—
Deferred tax liabilities	247,218,090	—
Net deferred tax assets	—	—

21.Income tax (continued)

Changes in valuation allowance are as follows:


	December 31, 2022	December 31, 2021
Balance at the beginning of the year	149,094,206	57,096,996
Increases in the year	126,337,145	91,997,210

Balance at the end of the year	275,431,351	149,094,206

Accounts Receivable, net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Receivable, net

5.	Accounts Receivable, net

Accounts receivable, net consist of the following:


	March 31, 2023	December 31, 2022
Accounts receivable	13,291,297	7,973,229
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)
Accounts receivable, net	11,263,437	5,617,195


	March 31, 2023	March 31, 2022
Beginning balance of the three months ended	2,356,034	—
Reversal of provision	(328,174)	—
Ending balance of the three months ended	2,027,860	—

5.Accounts Receivable, net

Accounts receivable, net of nil of allowance for doubtful accounts consist of the following:


	December 31, 2022	December 31, 2021
Accounts receivable	7,973,229	9,817,292
Less: allowance for doubtful accounts	(2,356,034)	—
Accounts receivable, net	5,617,195	9,817,292


	December 31, 2022	December 31, 2021
Beginning balance	—	—
Provision	2,356,034	—
Ending balance	2,356,034	—

Derivative Financial Liabilities - Measured at fair value (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022
Derivative financial liabilities measured at fair value
Short-term derivative financial liabilities	¥ 151,177,400	¥ 269,251,436
Long-term derivative financial liabilities	¥ 77,100,474	19,083,004
Derivative liabilities		¥ 288,334,440
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Short-term derivative financial liabilities	Short-term derivative financial liabilities
ESA derivative liabilities
Derivative financial liabilities measured at fair value
Short-term derivative financial liabilities	¥ 151,177,400	¥ 269,251,436
Warrant liabilities
Derivative financial liabilities measured at fair value
Long-term derivative financial liabilities	¥ 77,100,474	¥ 19,083,004
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Short-term derivative financial liabilities

Share-based Compensation (Details)				3 Months Ended	12 Months Ended
Share-based Compensation (Details)	Sep. 28, 2022 CNY (¥) shares	Jun. 07, 2022 shares	Mar. 19, 2019 shares	Mar. 31, 2023 CNY (¥) shares	Dec. 31, 2022 CNY (¥) shares	Dec. 31, 2022 CNY (¥) $ / shares shares	Dec. 31, 2021 CNY (¥) $ / shares shares	Dec. 31, 2020	Dec. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price \| $ / shares						$ 1.20	$ 0.60
Accrued bonus \| ¥					¥ 3,520,177	$ 3,520,177	$ 3,769,622
Requisite service period					3 years
Split of ordinary shares		174,544
Number of units exercisable				0
Expected dividend yield					0.00%		0.00%	0.00%
Share-based compensation \| ¥				¥ 3,160,986	¥ 74,686,711
Share units forfeited				0	0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted					1,666,000		7,194,000
Maximum aggregate number of shares					482,666		2,084,268
Expected dividend yield					0.00%
Share-based compensation \| ¥	¥ 33,194,871				¥ 44,421,298
Additional Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted					460,756		955,643
Number of units granted with three-year pre-requisite service period							933,742
Number of unites granted equivalent to ordinary shares after share split					133,494		276,872
Number of unites granted equivalent to ordinary shares after share split with three-year pre-requisite service period					133,494		270,527
Accrued bonus \| ¥					¥ 3,520,177	$ 3,520,177	$ 3,769,622
Exercised				12,895,561	12,579,311
Split of ordinary shares				3,523,167	3,514,114
Number of units exercisable					0	0
Award Components Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate number of shares					133,494
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted				6,000,000	6,000,000				6,000,000
Split of ordinary shares				1,738,338	1,738,338				1,738,200
2019 Scheme
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted			50,000,000
Maximum aggregate number of shares	14,486,152		14,486,152
2019 Scheme \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted				4,500,000	4,500,000
Split of ordinary shares				1,303,754	1,303,754

Other Non-Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Other Non-Current Assets

10.	Other Non-Current Assets

Other non-current assets consist of the following:


	March 31, 2023	December 31, 2022
Long-term rental deposits	80,362,581	82,270,359

10.Other Non-Current Assets

Other non-current assets consist of the following:


	December 31, 2022	December 31, 2021

Long-term rental deposits	82,270,359	67,311,223

Intangible Assets, Net (Details) - CNY (¥)	3 Months Ended	12 Months Ended
Intangible Assets, Net (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	¥ (27,349,106)	¥ (24,663,009)	¥ (14,319,607)
Intangible assets, net	¥ 130,874,067	¥ 96,018,313	77,593,680
Franchise right
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)		20 years
Authorized by THRI
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)	20 years
Intangible assets, gross	¥ 68,717,000	¥ 69,646,000	63,757,000
Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	¥ 53,227,919	¥ 51,035,322	¥ 28,156,287
Minimum [Member] \| Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)	2 years	20 years
Maximum [Member] \| Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)	12 years	12 years

Loss Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of basic and diluted losses per ordinary share


	Three months ended March 31,
	2023	2022
Numerator:
Net loss attributable to shareholders of the Company	(174,884,633)	(150,616,326)
Denominator:
Basic and diluted weighted average number of ordinary shares	139,612,628	124,193,928
Basic and diluted loss per ordinary share (in RMB)	(1.25)	(1.21)


	As of and for the year ended December 31,
	2022	2021	2020
Numerator:
Net loss attributable to shareholders of the Company	(742,645,232)	(381,721,019)	(141,999,507)

Denominator:
Basic and diluted weighted average number of ordinary shares	128,096,505	121,582,945	106,721,987

Basic and diluted loss per ordinary share (in RMB)	(5.80)	(3.14)	(1.33)

Schedule of antidilutive Securities Excluded from Computation of Earnings Per Share


	For the Years Ended December 31,
	2022	2021	2020

Warrants	22,900,000	—	—
Earn-out Shares	14,000,000	—	—
Original Option Units	8,217,559	7,850,915	5,886,303
Additional Option Units	374,334	270,527	—
RSU	1,738,338	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—	—
Convertible notes	6,752,041	6,752,041	—

Contract Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of contract liabilities


	December 31, 2022	December 31, 2021
Deferred revenue related to customer loyalty program	12,179,748	8,312,436
Advance from customers related to coupons and gift cards	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	750,618	230,968
Others	618,700	377,358
	22,122,305	14,129,311

Schedule of contract liabilities - non-current


	December 31, 2022	December 31, 2021

Deferred revenue related to upfront franchise fees received from sub-franchisees	3,311,176	970,486

Accounts Receivable, net (Details) - CNY (¥)	3 Months Ended	12 Months Ended
Accounts Receivable, net (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, net
Accounts receivable	¥ 13,291,297	¥ 7,973,229	¥ 9,817,292
Less: allowance for doubtful accounts	(2,027,860)	(2,356,034)	0
Accounts receivable, net	11,263,437	5,617,195	¥ 9,817,292
Beginning balance	2,356,034	0
Provision	(328,174)	2,356,034
Ending balance	¥ 2,027,860	¥ 2,356,034

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of property and equipment, net


	December 31, 2022	December 31, 2021
Furniture and office equipment	57,867,896	44,636,186
Kitchen equipment	199,362,443	151,405,306
Software	56,181,672	30,171,796
Leasehold improvements	602,788,920	408,353,529
Construction in progress	22,971,178	15,747,154
Property and equipment, gross	939,172,109	650,313,971
Less: accumulated depreciation	(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(5,135,573)	—
Property and equipment, net	720,035,970	554,015,231

Intangible Assets, Net - Estimated future amortization expenses related to the intangible assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Year ending December 31
Six months ending December 31,2021		¥ 10,193,138
2023	¥ 13,422,900	11,511,475
2024	13,135,378	11,361,548
2025	12,193,348	11,069,647
2026	10,714,208	10,139,360
2027		8,665,568
Thereafter		43,270,715
Thereafter	71,215,095
Intangible assets, net	¥ 130,874,067	¥ 96,018,313	¥ 77,593,680

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

6.	Inventories

Inventories consist of the following:


	March 31, 2023	December 31, 2022
Food, beverage and packaged products	36,941,115	52,713,996
Merchandise for e-commerce sales	24,455,115	14,164,790
Others	9,874,657	4,588,731
	71,270,887	71,467,517

Inventories write-down was RMB296,141 and RMB10,324 for the three months ended March 31, 2023 and 2022, respectively.

6.Inventories

Inventories consist of the following:


	December 31, 2022	December 31, 2021
Food, beverage and packaged products	52,713,996	31,858,814
Merchandise for e-commerce sales	14,164,790	6,927,512
Others	4,588,731	3,693,077
	71,467,517	42,479,403

Provision for Inventories write-down was RMB387,999, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively.

Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of other current liabilities


		March 31, 2023	December 31, 2022

Accrued payroll and employee-related costs		71,949,080	88,469,812
Payable for acquisition of property and equipment		132,515,365	139,578,631
Guarantee deposits		8,765,000	11,695,000
Accrued marketing expenses		9,991,675	11,901,810
Sundry taxes payable		6,256,685	6,707,784
Accrued professional service fees		27,425,713	9,076,767
Accrued offering costs	(i)	5,909,662	4,039,468
Accrued rental expenses		—	4,242,805
Other accrual expenses		49,126,885	34,742,278
		311,940,065	310,454,355

(i)


		December 31, 2022	December 31, 2021

Accrued payroll and employee-related costs		88,469,812	47,194,542
Payable for acquisition of property and equipment		139,578,631	172,981,034
Guarantee deposits		11,695,000	6,620,000
Accrued marketing expenses		11,901,810	10,639,627
Sundry taxes payable		6,707,784	2,329,431
Accrued professional service fees		9,076,767	8,205,320
Accrued offering costs	⁽ⁱ⁾	4,039,468	9,164,827
Accrued rental expenses		4,242,805	3,210,387
Other accrual expenses		34,742,278	25,733,407
		310,454,355	286,078,575

(i)

Loss Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of basic and diluted losses per ordinary share


	Three months ended March 31,
	2023	2022
Numerator:
Net loss attributable to shareholders of the Company	(174,884,633)	(150,616,326)
Denominator:
Basic and diluted weighted average number of ordinary shares	139,612,628	124,193,928
Basic and diluted loss per ordinary share (in RMB)	(1.25)	(1.21)


	As of and for the year ended December 31,
	2022	2021	2020
Numerator:
Net loss attributable to shareholders of the Company	(742,645,232)	(381,721,019)	(141,999,507)

Denominator:
Basic and diluted weighted average number of ordinary shares	128,096,505	121,582,945	106,721,987

Basic and diluted loss per ordinary share (in RMB)	(5.80)	(3.14)	(1.33)

Schedule of antidilutive Securities Excluded from Computation of Earnings Per Share


	For the Years Ended December 31,
	2022	2021	2020

Warrants	22,900,000	—	—
Earn-out Shares	14,000,000	—	—
Original Option Units	8,217,559	7,850,915	5,886,303
Additional Option Units	374,334	270,527	—
RSU	1,738,338	1,738,338	1,738,338
Liability-settled share-based payment to non-employee	200,000	—	—
Convertible notes	6,752,041	6,752,041	—

Other non-current liabilities

3 Months Ended

Mar. 31, 2023

Other non-current liabilities

Other non-current liabilities

18.	Other non-current liabilities

Other non-current liabilities consist of the following:


		March 31, 2023	December 31, 2022
Deferred contingent consideration	⁽ⁱ⁾	65,968,319	—
Asset retirement obligations		7,920,322	7,658,309
Others		249,750	261,643
		74,138,391	7,919,952

(i)	On March 30, 2023, the Company acquired Popeyes China (see Note 2). As part of the consideration, the Company is obligated to pay Deferred Contingent Consideration.

Contract Liabilities (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract Liabilities
Deferred revenue related to customer loyalty program	¥ 12,735,834	¥ 12,179,748	¥ 8,312,436
Advance from customers related to coupons and gift cards	8,816,079	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	772,613	750,618	230,968
Others	1,237,100	618,700	377,358
Total contract Liabilities	¥ 23,561,626	¥ 22,122,305	¥ 14,129,311

Unaudited Condensed Consolidated Balance Sheets - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	¥ 364,570,314	¥ 239,077,430		¥ 390,837,386
Short-term investment	249,000,432	372,375,701
Accounts receivable, net	11,263,437	5,617,195		9,817,292
Inventories	71,270,887	71,467,517		42,479,403
Prepaid expenses and other current assets	115,519,301	108,274,731		142,838,295
Total current assets	811,624,371	796,812,574		585,972,376
Non-current assets
Property and equipment, net	742,644,233	720,035,970		554,015,231
Intangible assets, net	130,874,067	96,018,313		77,593,680
Operating lease right-of-use assets	913,908,585	946,872,784
Other non-current assets	80,362,581	82,270,359		67,311,223
Total non-current assets	1,867,789,466	1,845,197,426		698,920,134
Total assets	2,679,413,837	2,642,010,000		1,284,892,510
Current liabilities
Short-term bank borrowings	451,907,204	407,807,493		192,055,323
Accounts payable	108,503,078	105,673,391		60,952,491
Contract liabilities	23,561,626	22,122,305		14,129,311
Amount due to related parties	34,017,577	22,484,963		14,073,915
Operating lease liabilities	179,661,715	180,468,426
Derivative financial liabilities	151,177,400	269,251,436
Other current liabilities	311,940,065	310,454,355		286,078,575
Total current liabilities	1,260,768,665	1,318,262,369		567,289,615
Non-current liabilities
Long-term bank borrowings	7,769,516	8,800,016		11,903,452
Contract liabilities	3,256,745	3,311,176		970,486
Operating lease liabilities	788,088,534	820,248,803
Derivative financial liabilities	77,100,474	19,083,004
Convertible notes, at fair value	366,261,610	354,080,264		318,466,215
Other non-current liabilities	74,138,391	7,919,952		47,167,706
Other liabilities	249,750	261,643
Total non-current liabilities	1,316,615,270	1,213,443,215		378,507,859
Total liabilities	2,577,383,935	2,531,705,584		945,797,474
Shareholders' equity
Ordinary shares (US$0.00000939586994067732 par value, 500,000,000 shares authorized, 160,648,112 and 149,181,538 shares issued as of March 31, 2023 and December 31, 2022, respectively and 152,105,129 and 140,938,555 shares outstanding as of March 31, 2023 and December 31, 2022, respectively)	9,358	8,616		7,497
Additional paid-in capital	1,639,068,548	1,472,014,651		937,315,273
Accumulated losses	(1,555,058,025)	(1,380,173,392)		(637,528,160)
Accumulated other comprehensive income	16,123,160	17,000,825		35,743,691
Treasury shares (8,542,983 and 8,242,983 ordinary shares as of March 31, 2023 and December 31, 2022, respectively)
Total equity attributable to shareholders of the Company	100,143,041	108,850,700		335,538,301
Non-controlling interests	1,886,861	1,453,716		3,556,735
Total shareholders' equity	102,029,902	110,304,416	¥ 187,988,024	339,095,036	¥ 433,052,250	¥ 372,591,692
Commitments and Contingencies
Total liabilities and shareholders' equity	¥ 2,679,413,837	¥ 2,642,010,000		¥ 1,284,892,510

Derivative Financial Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Derivative Financial Liabilities

15.	Derivative Financial Liabilities

Contingent cash settlement features of ESA Transaction (“ESA derivative liabilities”)

As of March 31, 2023, the balance of derivative financial liabilities measured at fair value was summarized as below:


	March 31, 2023	December 31, 2022
Short-term derivative financial liabilities:
ESA derivative liabilities	151,177,400	269,251,436
Long-term derivative financial liabilities:
Warrant liabilities	77,100,474	19,083,004
	228,277,874	288,334,440

15.Derivative Financial Liabilities

Warrant liabilities

The key terms of Warrants are summarized as follows:

15.Derivative Financial Liabilities (continued)

Contingent cash settlement features of ESA Transaction (“ESA derivative liabilities”)

As of December 31, 2022, the balance of derivative financial liabilities measured at fair value was summarized as below:


		RMB
Short-term derivative financial liabilities:
ESA derivative liabilities		269,251,436

Long-term derivative financial liabilities:
Warrant liabilities		19,083,004
		288,334,440

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021
Unaudited Condensed Consolidated Balance Sheets
Ordinary shares, par value	$ 0.00000939586994067732	$ 0.00000939586994067732			$ 0.00000939586994067732
Ordinary shares, authorized	500,000,000	500,000,000			500,000,000
Ordinary shares, issued	160,648,112	149,181,538	200,000	200,000
Ordinary shares, outstanding	152,105,129	140,938,555			124,193,929
Treasury shares	8,542,983	8,242,983			0

Consolidated Statements of Cash Flows - CNY (¥)	3 Months Ended		12 Months Ended
Consolidated Statements of Cash Flows - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flow from operating activities:
Net loss	¥ (174,451,488)	¥ (151,262,054)	¥ (744,748,251)	¥ (382,929,166)	¥ (143,060,167)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			133,402,504	74,276,142	27,838,383
Loss on disposal of property and equipment	896,062	5,403,145	8,835,137	1,546,122
Provision for Inventories write-down	296,141	10,324	387,999	0	0
Allowance for doubtful accounts	(328,174)		2,356,034
Impairment losses of long-lived assets			7,222,765	1,001,880	0
Share-based payment expenses	3,160,986		74,686,711
Unrealized foreign currency transaction loss			2,369,080	827,068	2,399,162
Changes in fair value of convertible notes	14,271,504	12,683,903	4,493,605	5,577,001
Changes in fair value of warrant liabilities	58,183,824		(45,903,468)
Changes in fair value of ESA derivative liabilities	(32,522,679)		186,598,308
Changes in operating assets and liabilities:
Accounts receivable			1,844,063	(1,839,140)	(4,804,658)
Inventories			(29,376,113)	(31,174,705)	(5,570,406)
Prepaid expenses and other current assets			16,088,529	(36,203,431)	(36,698,790)
Other non-current assets			(14,959,136)	(35,499,307)	(22,108,155)
Accounts payable			44,720,900	45,555,721	7,709,469
Amounts due to related parties			8,411,048	4,083,764	2,883,159
Contract liabilities			10,333,684	11,705,026	(657,361)
Other current liabilities			35,009,222	69,469,317	13,565,385
Other non-current liabilities			(39,247,754)	28,637,700	12,731,146
Right-of-use asset and lease liabilities			50,546,769
Net cash used in operating activities	(85,359,921)	(119,054,517)	(286,928,364)	(244,966,008)	(145,772,833)
Cash flows from investing activities:
Purchase of property and equipment and intangible assets	(67,427,246)	(124,263,511)	(334,930,178)	(335,318,355)	(144,747,183)
Purchase of short-term investment			(370,242,173)
Proceeds from disposal of property and equipment				41,000
Net cash provided by/(used in) investing activities	50,238,307	(124,263,511)	(705,172,351)	(335,277,355)	(144,747,183)
Cash flows from financing activities:
Proceeds from convertible notes				312,092,172
Proceeds from bank borrowings	124,073,291	123,702,283	707,579,122	209,258,775
Repayment of bank borrowings	(85,830,984)	(54,249,517)	(494,930,388)	(5,300,000)
Payment of offering costs for Merger and PIPE Transactions		(4,761,150)	(81,688,831)	(9,310,208)
Proceeds from Merger Transaction			24,237,896
Proceeds from equity financing through PIPE Transaction			316,426,861
Proceeds from equity financing through ESA Transaction			355,535,000
Payment for issuance costs of ordinary shares				(136,000)	(1,719,802)
Proceeds from issuance of ordinary shares				291,393,000	222,844,800
Net cash provided by financing activities	163,982,695	64,691,616	827,159,660	797,997,739	221,124,998
Effect of foreign currency exchange rate changes on cash	(3,368,197)	(2,370,357)	13,181,099	(1,790,729)	(16,173,085)
Net increase/(decrease) in cash	125,492,884	(180,996,769)	(151,759,956)	215,963,647	(85,568,103)
Cash at beginning of the period	239,077,430	390,837,386	390,837,386	174,873,739	260,441,842
Cash at end of the period	364,570,314	209,840,617	239,077,430	390,837,386	174,873,739
Supplemental disclosure of cash flow information:
Interest expenses paid	¥ 4,423,367	¥ 2,376,812	13,678,165	1,481,293
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment with unpaid costs accrued within other current liabilities			139,578,631	172,981,034	¥ 67,893,359
Issuance of ordinary shares to settle bonus payable			1,355,772	1,016,622
Accrued offering costs			¥ 4,039,468	¥ 9,164,827

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

26.	Subsequent Events

On May 25, 2023, the Company’s Board of Directors approved the grant of share options of 2,660,744 Company ordinary shares to certain executive officers and employees.

26.Subsequent Events

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

6.	Inventories

Inventories consist of the following:


	March 31, 2023	December 31, 2022
Food, beverage and packaged products	36,941,115	52,713,996
Merchandise for e-commerce sales	24,455,115	14,164,790
Others	9,874,657	4,588,731
	71,270,887	71,467,517

Inventories write-down was RMB296,141 and RMB10,324 for the three months ended March 31, 2023 and 2022, respectively.

6.Inventories

Inventories consist of the following:


	December 31, 2022	December 31, 2021
Food, beverage and packaged products	52,713,996	31,858,814
Merchandise for e-commerce sales	14,164,790	6,927,512
Others	4,588,731	3,693,077
	71,467,517	42,479,403

Provision for Inventories write-down was RMB387,999, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively.

Parent Only Financial Information - Condensed Statements of Comprehensive Loss (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]
Net loss	¥ (174,884,633)	¥ (150,616,326)	¥ (742,645,232)	¥ (381,721,019)	¥ (141,999,507)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(2,607,294)	(330,112)	(1,520,393)	(548,029)
Unrealized gain on short-term investment, net of nil income taxes	700,163		2,133,528
Foreign currency translation adjustment, net of nil income taxes	1,029,466	485,154	(19,356,001)	(2,889,641)	2,788,426
Comprehensive loss attributable to shareholders of the Company	(175,762,298)	(150,461,284)	(761,388,098)	(385,158,689)	(139,211,081)
Fair value changes of convertible notes due to instrument-specific credit risk, tax	0	0	0
Unrealized gain on short-term investment, tax			0
Foreign currency translation adjustment, tax	¥ 0	¥ 0	0
Reportable Legal Entities \| Pangaea Two Acquisition Holdings XXIIB, Ltd
Condensed Financial Statements, Captions [Line Items]
Net loss			(742,645,232)	(381,721,019)	(141,999,507)
Other comprehensive income
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes			1,520,393	548,029
Unrealized gain on short-term investment, net of nil income taxes			(2,133,528)
Foreign currency translation adjustment, net of nil income taxes			(19,356,001)	(2,889,641)	2,788,426
Comprehensive loss attributable to shareholders of the Company			(761,388,098)	(385,158,689)	(139,211,081)
Fair value changes of convertible notes due to instrument-specific credit risk, tax			0	0	0
Unrealized gain on short-term investment, tax			0
Foreign currency translation adjustment, tax			¥ 0	¥ 0	¥ 0

Changes in Shareholders' Equity (Details)			3 Months Ended		12 Months Ended
Changes in Shareholders' Equity (Details)	Mar. 30, 2023 CNY (¥)	Mar. 30, 2023 USD ($)	Mar. 31, 2023 CNY (¥) Vote shares	Mar. 31, 2022 CNY (¥) shares	Dec. 31, 2022 CNY (¥) Vote shares	Dec. 31, 2021 CNY (¥) shares	Dec. 31, 2020 CNY (¥) shares	Mar. 15, 2023 CNY (¥) shares
Changes in Shareholders' Equity
Balance at beginning			¥ 110,304,416	¥ 339,095,036	¥ 339,095,036	¥ 433,052,250	¥ 372,591,692
Net income loss			(174,451,488)	(151,262,054)	(744,748,251)	(382,929,166)	(143,060,167)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes			(2,607,294)	(330,112)	(1,520,393)	(548,029)
Foreign currency translation adjustment, net of nil income taxes			1,029,466	485,154	(19,356,001)	(2,889,641)	2,788,426
Unrealized gain on short-term investment, net of nil income taxes			700,163		2,133,528
Transaction cost of Merger and PIPE Transactions			(1,924,076)		(85,728,299)
Transaction cost of equity financing through ESA			(1,334,150)
Stock-based compensation			3,160,986		44,421,298
Popoyes Transaction			167,151,879
Balance at ending			¥ 102,029,902	187,988,024	¥ 110,304,416	339,095,036	433,052,250
Amount recognized in treasury shares balance								¥ 0
Number of Votes per Share \| Vote			1		1
Pangaea Two Acquisition Holdings XXIIA Limited
Changes in Shareholders' Equity
Shares transferred to treasury shares \| shares								300,000
Number of shares surrendered \| shares								300,000
Ordinary shares
Changes in Shareholders' Equity
Balance at beginning			¥ 8,616	¥ 7,497	¥ 7,497	¥ 6,513	¥ 6,412
Balance at beginning (in shares) \| shares			149,181,538	124,193,929	124,193,929	108,026,187	106,429,741
Popoyes Transaction	¥ 742	$ 108	¥ 742
Popoyes Transaction (in shares) \| shares			11,466,574
Balance at ending			¥ 9,358	¥ 7,497	¥ 8,616	¥ 7,497	¥ 6,513
Balance at ending (in shares) \| shares			160,648,112	116,691	149,181,538	124,193,929	108,026,187
Additional paid-in capital
Changes in Shareholders' Equity
Balance at beginning			¥ 1,472,014,651	¥ 937,315,273	¥ 937,315,273	¥ 644,906,635	¥ 636,537,437
Transaction cost of Merger and PIPE Transactions			(1,924,076)		(85,728,299)
Transaction cost of equity financing through ESA			(1,334,150)
Stock-based compensation			3,160,986		44,421,298
Popoyes Transaction	¥ 265,554,788	$ 38,549,892	167,151,137
Balance at ending			1,639,068,548	937,315,273	1,472,014,651	937,315,273	644,906,635
Subscription receivables
Changes in Shareholders' Equity
Balance at beginning							(192,363,000)
Accumulated losses
Changes in Shareholders' Equity
Balance at beginning			(1,380,173,392)	(637,528,160)	(637,528,160)	(255,807,141)	(113,807,634)
Net income loss			(174,884,633)	(150,616,326)	(742,645,232)	(381,721,019)	(141,999,507)
Balance at ending			(1,555,058,025)	(788,144,486)	(1,380,173,392)	(637,528,160)	(255,807,141)
Accumulated other comprehensive income
Changes in Shareholders' Equity
Balance at beginning			17,000,825	35,743,691	35,743,691	39,181,361	36,392,935
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes			(2,607,294)	(330,112)	(1,520,393)	(548,029)
Foreign currency translation adjustment, net of nil income taxes			1,029,466	485,154	(19,356,001)	(2,889,641)	2,788,426
Unrealized gain on short-term investment, net of nil income taxes			700,163		2,133,528
Balance at ending			16,123,160	35,898,733	17,000,825	35,743,691	39,181,361
Total equity attributable to shareholders of the Company
Changes in Shareholders' Equity
Balance at beginning			108,850,700	335,538,301	335,538,301	428,287,368	366,766,150
Net income loss			(174,884,633)	(150,616,326)	(742,645,232)	(381,721,019)	(141,999,507)
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes			(2,607,294)	(330,112)	(1,520,393)	(548,029)
Foreign currency translation adjustment, net of nil income taxes			1,029,466	485,154	(19,356,001)	(2,889,641)	2,788,426
Unrealized gain on short-term investment, net of nil income taxes			700,163		2,133,528
Transaction cost of Merger and PIPE Transactions			(1,924,076)		(85,728,299)
Transaction cost of equity financing through ESA			(1,334,150)
Stock-based compensation			3,160,986		44,421,298
Popoyes Transaction			167,151,879
Balance at ending			100,143,041	185,077,017	108,850,700	335,538,301	428,287,368
Non-controlling interests
Changes in Shareholders' Equity
Balance at beginning			1,453,716	3,556,735	3,556,735	4,764,882	5,825,542
Net income loss			433,145	(645,728)	(2,103,019)	(1,208,147)	(1,060,660)
Balance at ending			¥ 1,886,861	¥ 2,911,007	¥ 1,453,716	¥ 3,556,735	¥ 4,764,882

Unaudited Condensed Consolidated Statements of Cash Flows	3 Months Ended
	Mar. 31, 2023 CNY (¥)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment expenses	¥ 3,160,986
Changes in operating assets and liabilities:
Net cash used in operating activities	(85,359,921)
Cash flows from investing activities:
Purchase of property and equipment and intangible assets	(67,427,246)
Proceeds from sales of short-term investment	117,665,553
Net cash provided by/(used in) investing activities	50,238,307
Cash flows from financing activities:
Proceeds from bank borrowings	124,073,291
Repayment of bank borrowings	(85,830,984)
Payment to Shaolin due to ESA Transaction	(80,917,612)
Proceeds from financing through Popeyes Transaction	(206,658,000)
Net cash provided by financing activities	163,982,695
Effect of foreign currency exchange rate changes on cash	(3,368,197)
Net increase/(decrease) in cash	125,492,884
Cash at beginning of the period	239,077,430
Cash at end of the period	364,570,314
Supplemental disclosure of cash flow information:
Interest expenses paid	¥ 4,423,367

Other Non-Current Assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Non-Current Assets
Long-term rental deposits	¥ 80,362,581	¥ 82,270,359	¥ 67,311,223

Subsequent Events (Details)								1 Months Ended
Subsequent Events (Details)	Apr. 11, 2023 CNY (¥)	Apr. 11, 2023 USD ($)	Mar. 30, 2023 USD ($) shares	Feb. 15, 2023 CNY (¥)	Feb. 15, 2023 USD ($)	Feb. 10, 2023 CNY (¥)	Feb. 10, 2023 USD ($)	Apr. 30, 2023 shares	Apr. 28, 2023 employee shares	Mar. 31, 2023 CNY (¥) shares	Mar. 15, 2023 shares	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Subsequent Event [Line Items]
Cash from pangaea \| ¥										¥ 223,697		¥ 212,598	¥ 132,127
Pangaea XXIIA
Subsequent Event [Line Items]
Number of shares surrendered											300,000
Subsequent Events [Member]
Subsequent Event [Line Items]
Interest income received from collateral account				¥ 681,773	$ 100,000
Number of ordinary shares reserved to be issuable pursuant to a separate employee stock option plan			603,503
Subsequent Events [Member] \| Popeyes China
Subsequent Event [Line Items]
Equity interest acquired (in percent)			100.00%
Number of shares issued			11,466,574
Number of trading to calculate VWAP used for denominator for calculation of annual deferred contingent consideration			40 days
Numerator for calculation of annual deferred contingent consideration, percentage of revenues			3.00%
Percentage of VWAP used for denominator for calculation of annual deferred contingent consideration			85.00%
Percentage of VWAP used for denominator for calculation of lumpsum deferred contingent consideration			85.00%
Numerator for calculation of lumpsum deferred contingent consideration \| $			$ 35,000,000
Number of trading to calculate VWAP used for denominator for calculation of lumpsum deferred contingent consideration			40 days
Subsequent Events [Member] \| Popeyes China \| Holdings IV
Subsequent Event [Line Items]
Equity interest acquired from related party (in percent)			90.00%
Number of shares issued			10,319,917
Ratio of additional number of shares to be issued as annual deferred contingent consideration			90.00%
Ratio of additional number of shares to be issued as lumpsum deferred contingent consideration			90.00%
Subsequent Events [Member] \| Popeyes China \| PLK
Subsequent Event [Line Items]
Equity interest acquired from related party (in percent)			10.00%
Number of shares issued			1,146,657
Ratio of additional number of shares to be issued as annual deferred contingent consideration			10.00%
Ratio of additional number of shares to be issued as lumpsum deferred contingent consideration			10.00%
Subsequent Events [Member] \| Pangaea XXIIA
Subsequent Event [Line Items]
Number of shares surrendered										300,000
Subsequent Events [Member] \| Popeyes China
Subsequent Event [Line Items]
Term Of Popeyes Master Franchise Right			20 years
Cash from pangaea \| $			$ 30,000,000
Tranche one \| Subsequent Events [Member]
Subsequent Event [Line Items]
Proceeds from collateral account	¥ 49,135,463	$ 7,133,280				¥ 36,747,941	$ 5,413,344
Tranche Two \| Subsequent Events [Member]
Subsequent Event [Line Items]
Proceeds from collateral account	49,135,463	7,133,280				¥ 80,917,761	$ 11,919,983
Amount of proceeds released from collateral account returned	72,556,022	10,533,379
Tranche Two \| Subsequent Events [Member] \| Shaolin Capital Management LLC
Subsequent Event [Line Items]
Amount of proceeds released from collateral account returned	¥ 10,533,379	$ 72,556,021
Employee Incentive Shares \| Subsequent Events [Member]
Subsequent Event [Line Items]
Number of shares per person								1,855	100
Number of employees \| employee									1,855
Total number of shares granted								185,000	185,000

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of Significant Accounting Policies

3.	Summary of Significant Accounting Policies

Basis of Preparation

Comparative Information

Use of Estimates

3.	Summary of Significant Accounting Policies (Continued)

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

3.	Summary of Significant Accounting Policies (Continued)

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:

	March 31, 2023	December 31, 2022
Cash on hand	223,697	212,598

Financial institutions in Mainland China
—Denominated in RMB	79,608,933	102,427,994
—Denominated in USD	937,221	69,063,161
Total cash balances held at Mainland China financial institutions	80,546,154	171,491,155

Financial institutions in HKSAR
—Denominated in RMB	15,208	5,192
—Denominated in USD	283,785,255	67,368,485‬
Total cash balances held at the HKSAR financial institutions	283,800,463	67,373,677
Total cash balances held at financial institutions	364,346,617	238,864,832
Total cash balances	364,570,314	239,077,430

Changes In Accounting Principle

3.Summary of Significant Accounting Policies

Basis of Preparation and Principles of Consolidation

Comparative Information

Fiscal Calendar

The Company’s fiscal year is from January 1 to December 31.

3.Summary of Significant Accounting Policies (continued)

Use of Estimates

Foreign Currency Transaction and Translation

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

3.Summary of Significant Accounting Policies (continued)

Concentration of credit risk

The Company’s credit risk primarily arises from cash, short-term investment, prepaid expenses and other current assets and accounts receivable. The bank deposits, including term deposits, with financial institutions in the mainland of the PRC and Hong Kong Special Administrative Region (“HKSAR”) are insured by the government authorities up to RMB500,000 and HKD500,000, respectively. Total bank deposits are insured by the government authority with amounts up to RMB11,631,710 and RMB7,266,814 as of December 31, 2022 and December 31, 2021, respectively.

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386

3.Summary of Significant Accounting Policies (continued)

Revenue Recognition

Sales of food, beverage and packaged products by Company owned and operated stores

The Company generates majority of its revenue from sales of food, beverage and packaged products to customers by Company owned and operated stores. The revenue amounts exclude sales-related taxes.

For customers who visit the Company’s stores, sales revenue is recognized when Company satisfies its obligation by transferring control of the good to the customer.

Franchise fees

Franchise fees primarily include upfront franchise fees, continuing fees and revenue from advertising services.

Revenues from other franchise support activities

3.Summary of Significant Accounting Policies (continued)

Loyalty program

Revenue from e-commerce sales and wholesale products

Accounts receivable

Receivables from Payment Processors and Aggregators

Deferred Offering Costs

3.Summary of Significant Accounting Policies (continued)

Inventories

Property and Equipment

Internal Development Costs

Intangible Assets

Delivery Costs

3.Summary of Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

Employee Benefits

Share-Based Compensation

3.Summary of Significant Accounting Policies (continued)

Asset Retirement Obligations

Commitments and Contingencies

Non-controlling Interests

Leases

3.Summary of Significant Accounting Policies (continued)

The Company does not have finance leases for the years ended December 31, 2022, 2021 and 2020.

Rental expenses incurred for company owned and operated stores are separated from other operating expenses.

Advertising and Promotional Expenses

Government Subsidies

Income Taxes

3.Summary of Significant Accounting Policies (continued)

Loss Per Share

Operating Segments

Fair Value Measurements

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

3.Summary of Significant Accounting Policies (continued)

As of December 31, 2022 and 2021, the carrying amounts of other financial instruments approximate their fair value due to their short-term nature.

Statutory Reserve

As of December 31, 2022, the paid-in capitals of the PRC subsidiaries in the amount of RMB789,217,070 are the Company’s restricted net assets.

Recently Adopted Accounting Standards

3.Summary of Significant Accounting Policies (continued)

The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842.


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

Recently Issued Accounting Standards

Summary of Significant Accounting Policies - Cash (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash on hand	¥ 223,697	¥ 212,598	¥ 132,127
Cash balances include deposits in:
Total cash balances	364,570,314	239,077,430	390,837,386
Mainland China
Cash balances include deposits in:
Total cash balances	80,546,154	171,491,155	75,575,568
Mainland China \| USD
Cash balances include deposits in:
Total cash balances	937,221	69,063,161	45,515,503
Mainland China \| RMB
Cash balances include deposits in:
Total cash balances	79,608,933	102,427,994	30,060,065
Hong Kong
Cash balances include deposits in:
Total cash balances	283,800,463	67,373,677	315,129,691
Hong Kong \| USD
Cash balances include deposits in:
Total cash balances	283,785,255	67,368,485	315,129,691
Hong Kong \| RMB
Cash balances include deposits in:
Total cash balances	15,208	5,192
Cayman
Cash balances include deposits in:
Total cash balances held at financial institutions	¥ 364,346,617	¥ 238,864,832	¥ 390,705,259

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of the effect on the consolidated balance sheet as a result of adopting ASC 842.

Schedule of cash


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

Fair Value Measurement - Assumptions (Details)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement
Fair value of the underlying ordinary share			$ 6,079.83
Expected volatility
Fair Value Measurement
Fair Value, Measurement Input			25.00
Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input			1.10
Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input			0.00
Bond yield
Fair Value Measurement
Fair Value, Measurement Input			11.00
Coupon rate
Fair Value Measurement
Fair Value, Measurement Input			9.00
Liability-settled share-based payment to non-employee
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07
Liability-settled share-based payment to non-employee \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	23.00	26.00
Liability-settled share-based payment to non-employee \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	4.41	4.39
Liability-settled share-based payment to non-employee \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Deferred contingent consideration \| Risk-free interest rate (per annum) \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input	3.80
Deferred contingent consideration \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00
Deferred contingent consideration \| Discount rate
Fair Value Measurement
Fair Value, Measurement Input	25.00
Deferred contingent consideration \| Annual per store revenue growth rate
Fair Value Measurement
Fair Value, Measurement Input	2.00
Convertible notes
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
Convertible notes \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	24.00	28.00
Convertible notes \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	3.53	4.10
Convertible notes \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Convertible notes \| Bond yield
Fair Value Measurement
Fair Value, Measurement Input	12.19	13.30
Convertible notes \| Coupon rate
Fair Value Measurement
Fair Value, Measurement Input	9.00	9.00
ESA derivative liabilities
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
ESA derivative liabilities \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input	19.00
ESA derivative liabilities \| Expected volatility \| Minimum [Member]
Fair Value Measurement
Fair Value, Measurement Input	17.00	18.00
ESA derivative liabilities \| Expected volatility \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input		26.00
ESA derivative liabilities \| Risk-free interest rate (per annum) \| Minimum [Member]
Fair Value Measurement
Fair Value, Measurement Input	4.62	4.05
ESA derivative liabilities \| Risk-free interest rate (per annum) \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input	4.65	4.62
ESA derivative liabilities \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Warrant liabilities
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
Warrant liabilities \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	27.00	26.00
Warrant liabilities \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	3.67	4.07
Warrant liabilities \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Liability-settled share-based award to non-employee
Fair Value Measurement
Fair value of the underlying ordinary share		$ 2.78

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021
Unaudited Condensed Consolidated Balance Sheets
Ordinary shares, par value	$ 0.00000939586994067732	$ 0.00000939586994067732			$ 0.00000939586994067732
Ordinary shares, authorized	500,000,000	500,000,000			500,000,000
Ordinary shares, issued	160,648,112	149,181,538	200,000	200,000
Ordinary shares, outstanding	152,105,129	140,938,555			124,193,929
Treasury shares	8,542,983	8,242,983			0

Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of other non-current assets


	December 31, 2022	December 31, 2021

Long-term rental deposits	82,270,359	67,311,223

Contract Liabilities (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract Liabilities
Deferred revenue related to customer loyalty program	¥ 12,735,834	¥ 12,179,748	¥ 8,312,436
Advance from customers related to coupons and gift cards	8,816,079	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	772,613	750,618	230,968
Others	1,237,100	618,700	377,358
Total contract Liabilities	¥ 23,561,626	¥ 22,122,305	¥ 14,129,311

Fair Value Measurement - Recurring basis (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Liabilities	¥ 666,417,465
Financial Liabilities Fair Value Disclosure		¥ 646,454,172
Recurring \| Short-term investment
Assets
Assets	249,000,432	372,375,701
Level 2 \| Recurring \| Short-term investment
Assets
Assets	249,000,432	372,375,701
Level 3
Liabilities
Liabilities	666,417,465
Financial Liabilities Fair Value Disclosure		646,454,172
Liability-settled share-based payment to non-employee \| Recurring
Liabilities
Liabilities	5,909,662
Liability-settled share-based payment to non-employee \| Level 3 \| Recurring
Liabilities
Liabilities	5,909,662
Convertible notes \| Recurring
Liabilities
Liabilities	366,261,610		¥ 318,466,215
Financial Liabilities Fair Value Disclosure		354,080,264
Convertible notes \| Level 3 \| Recurring
Liabilities
Liabilities	366,261,610		¥ 318,466,215
Financial Liabilities Fair Value Disclosure		354,080,264
ESA derivative liabilities
Liabilities
Financial Liabilities Fair Value Disclosure		269,251,436
ESA derivative liabilities \| Recurring
Liabilities
Liabilities	151,177,400
ESA derivative liabilities \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		269,251,436
ESA derivative liabilities \| Level 3 \| Recurring
Liabilities
Liabilities	151,177,400
Warrant liabilities
Liabilities
Financial Liabilities Fair Value Disclosure		19,083,004
Warrant liabilities \| Recurring
Liabilities
Liabilities	77,100,474
Warrant liabilities \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		19,083,004
Warrant liabilities \| Level 3 \| Recurring
Liabilities
Liabilities	¥ 77,100,474
Liability-settled share-based award to non-employee
Liabilities
Financial Liabilities Fair Value Disclosure		4,039,468
Liability-settled share-based award to non-employee \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		¥ 4,039,468

Contract Liabilities - Additional Information (Details) - CNY (¥)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Contract Liabilities
Revenue expected to be recognized	¥ 4,029,358	¥ 4,061,794
Revenue recognized that was included in the contract liability balance at the beginning of the year	7,212,814	13,829,722
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Contract Liabilities
Revenue expected to be recognized		¥ 750,618
Period of revenue expected to be recognized		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Contract Liabilities
Revenue expected to be recognized	¥ 772,613
Period of revenue expected to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Contract Liabilities
Revenue expected to be recognized		¥ 3,311,176
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Minimum
Contract Liabilities
Period of revenue expected to be recognized		2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Contract Liabilities
Revenue expected to be recognized	¥ 3,256,745
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 \| Minimum
Contract Liabilities
Period of revenue expected to be recognized	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2033-01-01 \| Maximum
Contract Liabilities
Period of revenue expected to be recognized		10 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2033-04-01 \| Maximum
Contract Liabilities
Period of revenue expected to be recognized	10 years

Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Furniture and office equipment \| Minimum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	3 years
Furniture and office equipment \| Maximum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	15 years
Kitchen equipment \| Minimum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	4 years
Kitchen equipment \| Maximum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	12 years
Software \| Minimum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	3 years
Software \| Maximum [Member]
Summary of Significant Accounting Policies
Estimated useful lives (in years)	5 years

Summary of Significant Accounting Policies - Cash (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash on hand	¥ 223,697	¥ 212,598	¥ 132,127
Cash balances include deposits in:
Total cash balances	364,570,314	239,077,430	390,837,386
Mainland Of PRC [Member]
Cash balances include deposits in:
Total cash balances	80,546,154	171,491,155	75,575,568
Mainland Of PRC [Member] \| USD
Cash balances include deposits in:
Total cash balances	937,221	69,063,161	45,515,503
Mainland Of PRC [Member] \| RMB
Cash balances include deposits in:
Total cash balances	79,608,933	102,427,994	30,060,065
Hong Kong
Cash balances include deposits in:
Total cash balances	283,800,463	67,373,677	315,129,691
Hong Kong \| USD
Cash balances include deposits in:
Total cash balances	283,785,255	67,368,485	315,129,691
Hong Kong \| RMB
Cash balances include deposits in:
Total cash balances	15,208	5,192
Cayman
Cash balances include deposits in:
Total cash balances held at financial institutions	¥ 364,346,617	¥ 238,864,832	¥ 390,705,259

Intangible Assets, Net (Details) - CNY (¥)		3 Months Ended	12 Months Ended
Intangible Assets, Net (Details) - CNY (¥)	Mar. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization		¥ (27,349,106)	¥ (24,663,009)	¥ (14,319,607)
Intangible assets, net		¥ 130,874,067	¥ 96,018,313	77,593,680
Franchise right
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)			20 years
Authorized by THRI
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)		20 years
Finite-Lived Intangible Assets, Gross		¥ 68,717,000	¥ 69,646,000	63,757,000
Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross		¥ 53,227,919	¥ 51,035,322	¥ 28,156,287
"Franchise right - authorized by PLK"
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)	20 years	20 years
Finite-Lived Intangible Assets, Gross	¥ 36,367,476	¥ 36,278,254
Minimum [Member] \| Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)		2 years	20 years
Maximum [Member] \| Upfront franchise fees
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period (years)		12 years	12 years

Convertible Notes, at fair value

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Convertible Notes, at fair value

17.	Convertible Notes, at fair value

As of March 31, 2023 and 2022, the balance of convertible notes measured at fair value was summarized as below:


	March 31, 2023	December 31, 2022
Convertible notes, at fair value	366,261,610	354,080,264

As of March 31, 2023 and December 31, 2022, the unpaid principal balance of the Convertible Notes was US$ 50,000,000 (equivalent to RMB343,585,000 and RMB348,230,000 respectively). The difference between the fair value of the Convertible Notes and the unpaid principal balance of the Convertible Notes were US$3,300,000 (RMB22,676,610) and US$840,000 (RMB5,850,264) as of March 31, 2023 and December 31, 2022.

17.Convertible Notes, at fair value

Convertible Senior Notes due December 10, 2026 issued by the Company

On December 10, 2021, the Company issued convertible notes due December 10, 2026 (“Maturity Date”) in an aggregate principal amount of US$50,000,000 (“Private Notes”) to certain investors at 2% discount, resulting in cash proceeds of US$49,000,000. The Private Notes bear interest commencing from December 10, 2021, payable semi-annually in arrears on the interest payment dates falling on June 10 and December 10 of each year.

The key terms of Private Notes are summarized as follows:

Interest

For any interest payment period, the Company may, at its option, elect to pay interest on the Private Notes:

entirely in cash at 7.00% per annum if the Merger Transaction is consummated prior to September 30, 2022, otherwise at 10.00% per annum on or after September 30, 2022;

entirely by increasing the principal amount of the outstanding Private Notes or by issuing additional Private Notes (“PIK Interest”) having an aggregate principal amount equal to the amount of interest then due and owing at 9.00% per annum if the Merger Transaction is consummated prior to September 30, 2022, otherwise at 12% per annum on or after September 30, 2022.

17.Convertible notes, at fair value (continued)

Note Holders’ conversion right

At any time from (and including) the earlier of (i) September 30, 2022 and (ii) the date of closing of the Mergers until the Maturity Date, each holder of the Private Notes may, in its sole discretion, convert all of its Private Notes into a number of fully paid, validly issued and non-assessable ordinary shares of the Company. The initial conversion price is US$11.50 per share, and subject to changes based on adjustment mechanism provided in the contracts of the Private Notes. Subsequently, the conversion price was adjusted to US$10.85 per share in April 2023.

Company’s conversion option

If the Mergers occurs, at any time from the later of the date falling 24 months from December 10, 2021 and the effective date of the documents required by authorities, until the Maturity Date, the Company has the right, at its option, to convert all of the Private Notes outstanding at conversion price provided by the contracts of the Private Notes. The initial conversion price is US$11.50 per share, and subject to changes based on adjustment mechanism provided in the contracts of the Private Notes. Subsequently, the conversion price was adjusted to US$10.85 per share during the year ended December 31, 2022.

Repurchase

Each holder of a Private Note will have the right, after June 20, 2025, at its election, to require the Company to repurchase all of such holder’s Private Notes for a repurchase price at an amount in cash equal to the principal amount of such Private Notes plus accrued and unpaid interest.

Redemption

The Private Notes may be redeemed at the option of the Company in whole, but not in part, at any time before December 10, 2025, for a cash purchase price equal to the redemption price provided in the contract of the Private Notes based on the different scenarios.

Tax redemption

The Private Notes may be redeemed at the option of the Company in whole, but not in part, at a redemption price equal to 102% of the principal amount, plus accrued and unpaid interest, as a result of any change in tax law.

The Company considered the Private Notes were issued at discount. As a result, The Company made a one- time irrevocable policy election at Private Notes’ inception to elect the fair value option under ASC 825 and measure Private Notes at fair value. The fair value option election is made on an instrument-by-instrument basis. Subsequently, the component of fair value changes relating to the instrument specific credit risk of the Private Note is recognized in other comprehensive (loss)/income. Fair value changes, other than the impact of instrument specific credit risk is recognized in changes in fair value of financial instruments in the Consolidated Statement of Operations.

Replacement of Private Notes

On December 30, 2021, the Private Notes were replaced by convertible senior notes with no change of terms (the “Notes”). On December 30, 2021, such convertible senior notes have been registered on Singapore Exchange Limited under the security registration number US87251CAA45. The Notes bear interest commencing as of December 10, 2021, payable semi-annually in arrears on the interest payment dates falling on June 10 and December 10 of each year, commencing on June 10, 2022. The Notes mature on December 10, 2026.

17.Convertible notes, at fair value (continued)

The Company assessed that there were no changes in fair value of the replacement by the Notes immediately after the replacement compared to the fair value of Private Notes immediately before the replacement on the replacement date. As a result, the Company determined the replacement is subject to modification accounting in accordance with ASC 470-50.

As of December 31, 2022 and 2021, the balance of convertible notes measured at fair value was summarized as below:


	December 31, 2022	December 31, 2021
Convertible notes, at fair value	354,080,264	318,466,215

As of December 31, 2022 and December 31, 2021, the unpaid principal balance of the Convertible Notes was US$ 50,000,000 (equivalent to RMB348,230,000 and RMB318,785,000 respectively). The difference between the fair value of the Convertible Notes and the unpaid principal balance of the Convertible Notes were US$840,000 (RMB5,850,264) and US$50,000 (RMB318,785) as of December 31, 2022 and December 31, 2021, respectively. The changes in fair value due to instrument-specific credit risk was RMB1,520,393 and RMB548,029 for the years ended December 31, 2022 and 2021, respectively.

Intangible Assets, Net - Additional Information (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	¥ 2,686,097	¥ 2,053,718	¥ 9,319,001	¥ 6,763,487	¥ 4,136,128
Franchise and royalty expenses
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	¥ 1,102,939	¥ 793,537	¥ 3,712,684	¥ 3,223,700	¥ 3,444,650

Income tax (Details) $ in Millions	3 Months Ended		12 Months Ended
Income tax (Details) $ in Millions	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 HKD ($)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)
Income Tax
Tax rate (as a percent)			25.00%	25.00%	25.00%	25.00%
Current and deferred income tax expenses			¥ 0		¥ 0	¥ 0
Valuation allowance			¥ 275,431,351		149,094,206	57,096,996
Period of statute of limitations, if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent			3 years	3 years
Period of statute of limitations, if the underpayment is more than RMB 100,000			5 years	5 years
Minimum amount of underpayment of taxes for statute of limitations to be extended to five years			¥ 100,000
Period of statute of limitations for transfer pricing issues			10 years	10 years
Hong Kong
Income Tax
Tax rate (as a percent)			16.50%	16.50%
Provision for profits tax			¥ 0		0	0
Income (Loss) from Continuing Operations before Income Taxes, Domestic			¥ 0		¥ 0	¥ 0
PRC
Income Tax
Tax rate (as a percent)	25.00%	25.00%
Preferential corporate income tax rate			25	25
Tax loss carry forwards for PRC income tax purpose			¥ 949,778,051
2023 \| PRC
Income Tax
Tax loss carry forwards for PRC income tax purpose			17,429,438
2024
Income Tax
Tax loss carry forwards for PRC income tax purpose			46,953,288
2025
Income Tax
Tax loss carry forwards for PRC income tax purpose			80,318,984
2026
Income Tax
Tax loss carry forwards for PRC income tax purpose			411,354,697
2027
Income Tax
Tax loss carry forwards for PRC income tax purpose			¥ 393,721,644
Prior to \| Hong Kong
Income Tax
Tax rate (as a percent)			8.25%	8.25%
Profit to qualify for tax rate \| $				$ 2
After \| Hong Kong
Income Tax
Tax rate (as a percent)			16.50%	16.50%

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of inventories


	December 31, 2022	December 31, 2021
Food, beverage and packaged products	52,713,996	31,858,814
Merchandise for e-commerce sales	14,164,790	6,927,512
Others	4,588,731	3,693,077
	71,467,517	42,479,403

Merger Transaction and Related Financing Transactions (Details)									12 Months Ended
	Nov. 09, 2022 CNY (¥) shares	Sep. 29, 2022 CNY (¥)	Sep. 29, 2022 USD ($)	Sep. 28, 2022 CNY (¥) shares	Sep. 28, 2022 USD ($) shares	Sep. 27, 2022 shares	Jun. 07, 2022 shares	Jan. 19, 2021 USD ($)	Dec. 31, 2022 CNY (¥) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Mar. 31, 2023 $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2022 CNY (¥)	Sep. 30, 2022 USD ($)	Sep. 28, 2022 USD ($) shares	Jul. 28, 2022 CNY (¥)	Jul. 28, 2022 USD ($)	Dec. 31, 2021 $ / shares
Shareholders' Equity
Gross proceeds \| ¥									¥ 355,535,000
Number of existing shares converted							164
Issuance of shares (in shares)	826,446			5,693,636	5,693,636
Par value of Ordinary Shares \| $ / shares													$ 0.00000939586994067732	$ 0.00000939586994067732						$ 0.00000939586994067732
Earn in shares expiry term				5 years	5 years
Fair value of the Earn-in Shares				¥ 419,531,300	$ 59,000,000
Commitment to issue shares									14,000,000					14,000,000
Cash acquired from SPAC				24,237,896	3,408,651				¥ 24,237,896	$ 3,408,651
Warrant liabilities issued				61,863,090					61,863,090					$ 8,700,000			$ 8,700,000
Issuance of shares to Cantor \| ¥	¥ 21,656,700								¥ 21,656,700		¥ 292,409,622	¥ 10,089,101
Cash deposited as collateral															¥ 377,490,814	$ 53,169,218
Payment for issuance costs of ordinary shares \| ¥											¥ 136,000	¥ 1,719,802
PIPE Warrants
Shareholders' Equity
Gross proceeds		¥ 316,426,861	$ 44,500,100	¥ 316,426,861	$ 44,500,100
Issuance of shares (in shares)				5,050,000	5,050,000				5,050,000	5,050,000
Number of warrants issued				1,200,000					1,200,000					1,200,000			1,200,000
Proceeds from issuance of shares and warrants \| $										$ 44,500,100
Warrant liabilities issued				¥ 3,555,349													$ 500,000
Public Warrants
Shareholders' Equity
Number of warrants issued				17,250,000													17,250,000
Sponsor Warrants
Shareholders' Equity
Number of warrants issued				4,450,000													4,450,000
Silver Crest Management LLC
Shareholders' Equity
Issuance of shares (in shares)									5,693,636	5,693,636
Fair value of the Earn-in Shares				¥ 41,953,130	$ 5,900,000
Silver Crest Management LLC \| Class A ordinary shares
Shareholders' Equity
Issuance of shares (in shares)									1,381,136	1,381,136
Silver Crest Management LLC \| Class B ordinary shares
Shareholders' Equity
Issuance of shares (in shares)									4,312,500	4,312,500
Silver Crest Management LLC \| Sponsor [Member]
Shareholders' Equity
Issuance of shares (in shares)									1,400,000	1,400,000
Cantor
Shareholders' Equity
Gross proceeds \| $										$ 100,000,000
Cash deposited as collateral									¥ 21,656,700					$ 3,000,000
Numerator for calculation of shares to be issued \| $										$ 3,000,000
Dollar volume-weighted average price (as a percent)									97.00%	97.00%
Term beginning from the effective date of registration									36 months	36 months
Number of ordinary shares issued as consideration for commitment shares									826,446					826,446
Pangaea Two Acquisition Holdings XXIIA and XXIIB, Ltd
Shareholders' Equity
Issuance of shares (in shares)									200,000	200,000
Share price \| $ / shares														$ 11.50
Fair value of the options									¥ 1,777,675	$ 250,000
Exercise period									30 days	30 days
Price per option share \| $ / shares										$ 0.01
Ordinary shares price per unit \| $ / shares										$ 18.00
Threshold consecutive trading days for exercise of option									20 days	20 days
THC Hope IB Limited
Shareholders' Equity
Number of existing shares converted						7,745
Merger Agreement with Miami Swan Ltd
Shareholders' Equity
Gross proceeds \| $								$ 345,000,000
Number of existing shares converted									124,368,473	124,368,473
Exchange ratio									1,064.3	1,064.3
Issuance of shares (in shares)									116,855	116,855
Merger Agreement with Miami Swan Ltd \| THC Hope IB Limited
Shareholders' Equity
Number of existing shares converted									8,242,983	8,242,983
Exchange ratio									1,064.3	1,064.3
Issuance of shares (in shares)									7,745	7,745
Merger Agreement with Miami Swan Ltd \| Minimum [Member]
Shareholders' Equity
Par value of Ordinary Shares \| $ / shares														0.01
Merger Agreement with Miami Swan Ltd \| Maximum [Member]
Shareholders' Equity
Par value of Ordinary Shares \| $ / shares														$ 0.00000939586994067732
Equity Support Agreement
Shareholders' Equity
Issuance of shares (in shares)				5,000,000	5,000,000
Cash deposited as collateral				¥ 355,535,000										$ 3,166,667			$ 50,000,000
Payment for issuance costs of ordinary shares									¥ 4,621,955	$ 650,000
Equity Support Agreement \| Shaolin Capital Management LLC
Shareholders' Equity
Gross proceeds \| $										$ 50,000,000
Issuance of shares (in shares)									5,000,000	5,000,000
Cash deposited as collateral																		¥ 355,535,000	$ 50,000,000

Bank Borrowings (Details)	3 Months Ended		12 Months Ended
Bank Borrowings (Details)	Mar. 31, 2023 CNY (¥)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Short-term bank borrowings:
Short-term bank borrowings	¥ 442,982,022		¥ 386,819,972	¥ 188,959,323
Long-term borrowings due within one year	8,925,182		20,987,521	3,096,000
Total current bank borrowings	451,907,204		407,807,493	192,055,323
Total Long-term bank borrowings	16,694,698		29,787,537	14,999,452
Long-term borrowings due after one year	7,769,516		8,800,016	11,903,452
Unused credit limits under credit facility agreements	423,304,474		549,411,900
Aggregate maturities
Twelve months ending March 31, 2024	8,925,182		20,987,521
2025	5,179,434		7,410,534
2026	2,590,082		1,389,482
Total	¥ 16,694,698		¥ 29,787,537	¥ 14,999,452
Short-term bank borrowings \| Minimum
Short-term bank borrowings:
Interest rate (in percent)	3.50%	3.50%	3.50%	3.90%
Short-term bank borrowings \| Maximum
Short-term bank borrowings:
Interest rate (in percent)	4.40%	4.40%	4.50%	4.50%
Long-term bank borrowings
Short-term bank borrowings:
Interest rate (in percent)				4.20%
Long-term bank borrowings \| Minimum
Short-term bank borrowings:
Interest rate (in percent)	4.20%	4.20%	4.20%
Long-term bank borrowings \| Maximum
Short-term bank borrowings:
Interest rate (in percent)	4.60%	4.60%	4.60%
Credit facility agreements
Short-term bank borrowings:
Amount of borrowings draw down for daily operation purposes	¥ 744,264,194	$ 10,000,000	¥ 896,604,194	¥ 10,000,000
Amount of borrowings draw down for payments associated with design, build out and furnishing of new stores	¥ 68,717,000			¥ 69,415,215

Income tax - Changes in valuation allowance (Details) - CNY (¥)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income tax
Balance at the beginning of the year	¥ 149,094,206	¥ 57,096,996
Increases in the year	126,337,145	91,997,210
Balance at the end of the year	¥ 275,431,351	¥ 149,094,206

Prepaid Expenses and Other Current Assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Creditable input VAT	¥ 72,350,068	¥ 69,665,847	¥ 50,212,274
Short-term deposits	5,051,553	3,468,215	4,161,725
Receivables from payment processors and aggregators	15,223,921	10,217,082	17,701,386
Prepaid rental expenses			15,272,677
Prepaid marketing expenses	4,917,340	11,582,119	14,666,752
Deferred offering costs			18,475,035
Others	17,976,419	13,341,468	22,348,446
Total	¥ 115,519,301	¥ 108,274,731	¥ 142,838,295

Other income

12 Months Ended

Dec. 31, 2022

Other income.

Other income

19.Other Income

Other income consists of the following:


	For the Years Ended December 31,
	2022	2021	2020
Government grants	5,996,537	3,319,871	3,329,009
Others	1,155,918	156,000	9,779
Total other income	7,152,455	3,475,871	3,338,788

Revenue (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Revenue (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	¥ 336,479,125	¥ 224,656,964	¥ 1,011,063,766	¥ 643,371,949	¥ 212,084,571
Company Owned And Operated Stores [Member]
Disaggregation of Revenue [Line Items]
Total revenues	310,451,568	211,045,482	938,096,823	617,226,090	206,036,187
Franchise Fees [Member]
Disaggregation of Revenue [Line Items]
Total revenues	2,430,164	954,410	4,537,599	1,923,149	794,608
Revenues from Other Franchise Support Activities [Member]
Disaggregation of Revenue [Line Items]
Total revenues	10,403,282	3,143,554	18,965,417	9,469,639	¥ 5,253,776
Revenues from wholesale activities
Disaggregation of Revenue [Line Items]
Total revenues	3,742,106		6,533,166
Revenue from e-Commerce Sales [Member]
Disaggregation of Revenue [Line Items]
Total revenues	9,157,563	¥ 9,513,518	41,635,451	13,117,118
Revenues from other activities
Disaggregation of Revenue [Line Items]
Total revenues	¥ 294,442		¥ 1,295,310	1,207,805
Provision of consumer research service to THRI
Disaggregation of Revenue [Line Items]
Total revenues				¥ 428,148

Description of Business

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Description of Business

Description of Business

1.	Description of Business

1.Description of Business

Fair Value Measurement - Recurring basis (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Liabilities	¥ 666,417,465
Financial Liabilities Fair Value Disclosure		¥ 646,454,172
Deferred contingent consideration
Liabilities
Liabilities	65,968,319
Recurring \| Liability-settled share-based payment to non-employee
Liabilities
Liabilities	5,909,662
Recurring \| Short-term investment
Assets
Assets	249,000,432	372,375,701
Level 2 \| Recurring \| Short-term investment
Assets
Assets	249,000,432	372,375,701
Level 3
Liabilities
Liabilities	666,417,465
Financial Liabilities Fair Value Disclosure		646,454,172
Level 3 \| Deferred contingent consideration
Liabilities
Liabilities	65,968,319
Level 3 \| Recurring \| Liability-settled share-based payment to non-employee
Liabilities
Liabilities	5,909,662
Convertible notes \| Recurring
Liabilities
Liabilities	366,261,610		¥ 318,466,215
Financial Liabilities Fair Value Disclosure		354,080,264
Convertible notes \| Level 3 \| Recurring
Liabilities
Liabilities	366,261,610		¥ 318,466,215
Financial Liabilities Fair Value Disclosure		354,080,264
ESA derivative liabilities
Liabilities
Financial Liabilities Fair Value Disclosure		269,251,436
ESA derivative liabilities \| Recurring
Liabilities
Liabilities	151,177,400
ESA derivative liabilities \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		269,251,436
ESA derivative liabilities \| Level 3 \| Recurring
Liabilities
Liabilities	151,177,400
Warrant liabilities
Liabilities
Financial Liabilities Fair Value Disclosure		19,083,004
Warrant liabilities \| Recurring
Liabilities
Liabilities	77,100,474
Warrant liabilities \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		19,083,004
Warrant liabilities \| Level 3 \| Recurring
Liabilities
Liabilities	¥ 77,100,474
Liability-settled share-based award to non-employee
Liabilities
Financial Liabilities Fair Value Disclosure		4,039,468
Liability-settled share-based award to non-employee \| Level 3
Liabilities
Financial Liabilities Fair Value Disclosure		¥ 4,039,468

Related Parties (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

The material related party transactions are summarized as follows:


		Three months ended March 31,
		2023	2022
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	10,802,069	7,036,697
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	2,543,422	2,673,156
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	12,132,140	15,712,579
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	2,939,434	1,751,622

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

(iii)

(iv)

(v)	See Note 2 for details of Popeyes Transaction involving Pangaea Three Acquisition Holdings IV, Limited.

23.Related Parties (continued)

As of March 31, 2023 and December 31, 2022, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	March 31, 2023	December 31, 2022
TDL Group Corp	7,135,158	9,690,952
Tim Hortons Restaurants International GmbH	23,360,192	10,390,081
Pangaea Data Tech (Shanghai) Co., Ltd	2,600,755	1,470,000
Cartesian Capital Group, LLC	921,472	933,930
Amounts due to related parties	34,017,577	22,484,963

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

25.Related Parties (continued)

The material related party transactions are summarized as follows:


		For the Years Ended December 31,
		2022	2021	2020
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI		—	428,148	—
Consulting services provided by THRI		—	—	160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	7,206,906	—	—
Reimbursements to Cartesian Capital Group, LLC	^(v)	1,845,960	—	—

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

Pursuant to the master development agreement between the Company and THRI, the Company pays upfront franchise fee for each newly opened store to THRI during the term of the master development contract. The amortization expense of upfront franchise fee in the amount of RMB334,034, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively, are included in Franchise and royalty expense financial caption.

(iii)

(iv)

Pangaea Data Tech (Shanghai) Co., Ltd. (“DataCo”) provides various data maintenance and management services, technical support and consulting services in support of the operation of the Company. RMB550,000, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively of purchased services are recognized in other operating expenses, respectively while RMB6,656,906, nil and nil are capitalized in property and equipment for the years ended December 31, 2022, 2021 and 2020, respectively.

(v)	Cartesian Capital Group, LLC paid travel and entertainment expenses relating to Company’s directors on behalf of the Company.

As of December 31, 2022 and 2021, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	December 31, 2022	December 31, 2021
TDL Group Corp	9,690,952	7,210,593
Tim Hortons Restaurants International GmbH	10,390,081	6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd	1,470,000	—
Cartesian Capital Group, LLC	933,930	—
Amounts due to related parties	22,484,963	14,073,915

Share-based compensation - Stock option activities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of units
Forfeited		(398,000)
Weighted average exercise price
Granted		$ 1.20	$ 0.60
Forfeited		$ 0.56
Original Option Units
Number of units
Outstanding as of beginning	28,366,000	27,098,000
Granted	0		1,666,000
Forfeited	(335,000)
Outstanding as of ending	28,031,000	28,366,000	27,098,000
Expected to be vested as of ending	28,031,000	28,366,000
Weighted average exercise price
Outstanding as of beginning	$ 0.35	$ 0.31
Granted	0		$ 1.06
Forfeited	0.59
Outstanding as of ending	0.35	0.35	0.31
Expected to be vested as of ending	0.35	0.35
Weighted average grant date fair value
Weighted Average Grant Date Fair Value, Beginning balance	0.29	0.27
Weighted Average Grant Date Fair Value, Ending balance	0.29	0.29	$ 0.27
Weighted Average Grant Date Fair Value, Expected to be vested	$ 0.29	$ 0.29
Weighted average remaining contractual years
Weighted average remaining contractual years outstanding	6 years 4 months 28 days	6 years 8 months 1 day	6 years 9 months 18 days
Expected to be vested as of ending	6 years 4 months 28 days	6 years 8 months 1 day
Aggregate intrinsic value
Outstanding as of beginning	$ 14,548,534	$ 38,324,597
Outstanding as of ending	23,243,902	14,548,534	$ 38,324,597
Expected to be vested as of ending	$ 23,243,902	$ 13,312,140
Additional Option Units
Number of units
Outstanding as of beginning	1,292,041	933,742
Granted		460,756
Forfeited	(47,955)	(102,457)
Outstanding as of ending	1,244,086	1,292,041	933,742
Expected to be vested as of ending	1,244,086	1,292,041
Weighted average exercise price
Outstanding as of beginning	$ 0.80	$ 0.60
Granted		1.20
Forfeited	0.87	0.81
Outstanding as of ending	0.80	0.80	$ 0.60
Expected to be vested as of ending	0.80	0.80
Weighted average grant date fair value
Weighted Average Grant Date Fair Value, Beginning balance	0.57	0.41
Weighted Average Grant Date Fair Value, Ending balance	0.56	0.57	$ 0.41
Weighted Average Grant Date Fair Value, Expected to be vested	$ 0.56	$ 0.57
Weighted average remaining contractual years
Weighted average remaining contractual years outstanding	1 year 2 months 1 day	1 year 5 months 1 day	1 year 4 months 2 days
Expected to be vested as of ending	1 year 2 months 1 day	1 year 5 months 1 day
Aggregate intrinsic value
Outstanding as of beginning	$ 14,548,534	$ 831,030
Outstanding as of ending	482,350	14,548,534	$ 831,030
Expected to be vested as of ending	$ 482,350	$ 176,520

Contract Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Contract Liabilities

12.	Contract Liabilities

Contract liabilities – current as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023	December 31, 2022
Deferred revenue related to customer loyalty program	12,735,834	12,179,748
Advance from customers related to coupons and gift cards	8,816,079	8,573,239
Deferred revenue related to upfront franchise fees received from sub-franchisees	772,613	750,618
Others	1,237,100	618,700
	23,561,626	22,122,305

Contract liabilities – non-current as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023	December 31, 2022
Deferred revenue related to upfront franchise fees received from sub-franchisees	3,256,745	3,311,176

Contract liabilities primarily consist of deferred revenue related to customer loyalty program and advance from customers related to coupons and gift cards. The deferred revenue related to customer loyalty program and advance from customers related to coupons and gift cards are expected to be recognized as revenue in the next 12 months from the balance sheet date.

As of March 31, 2023, the Company had RMB4,029,358 of deferred revenues related to upfront franchise fees which are expected to be recognized as revenues over the remaining contract periods of each individual franchise agreement and of which RMB772,613 is expected to be recognized in the next 12 months, RMB3,256,745 is expected to be recognized in next 2 to 10 years.

Revenue recognized during the three months ended March 31, 2023 that was included in the contract liability balance at the beginning of the period amounted to RMB7,212,814.

The Company has elected, as a practical expedient not to disclose the value of remaining performance obligations associated with sales-based royalty promised to sub-franchisees in exchange for franchise right and other related services.

12.Contract Liabilities

Contract liabilities – current as of December 31, 2022 and 2021 were as follows:


	December 31, 2022	December 31, 2021
Deferred revenue related to customer loyalty program	12,179,748	8,312,436
Advance from customers related to coupons and gift cards	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	750,618	230,968
Others	618,700	377,358
	22,122,305	14,129,311

Contract liabilities – non-current as of December 31, 2022 and 2021 were as follows:


	December 31, 2022	December 31, 2021

Deferred revenue related to upfront franchise fees received from sub-franchisees	3,311,176	970,486

As of December 31, 2022, the Company had RMB4,061,794 of deferred revenues related to upfront franchise fees which are expected to be recognized as revenues over the remaining contract periods of each individual franchise agreement and of which RMB750,618 is expected to be recognized in the next 12 months, RMB3,311,176 is expected to be recognized in next 2 to 10 years.

Revenue recognized in year 2022 that was included in the contract liability balance at the beginning of the year amounts to RMB13,829,722.

Summary of Significant Accounting Policies - Additional Information (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net loss	¥ (174,451,488)	¥ (151,262,054)	¥ (744,748,251)	¥ (382,929,166)	¥ (143,060,167)
Net operating cash outflow	(85,359,921)	(119,054,517)	(286,928,364)	(244,966,008)	(145,772,833)
Accumulated losses	(1,555,058,025)		(1,380,173,392)	(637,528,160)
Allowance for doubtful accounts	2,027,860		2,356,034	0
Delivery costs			73,615,391	38,604,864	12,232,737
Impairment losses of long-lived assets			7,222,765	1,001,880	0
Restricted net assets			789,217,070
Company owned and operated stores
Store depreciation and amortization	¥ 32,973,580	¥ 25,887,727	¥ 118,658,800	¥ 62,678,633	¥ 16,449,684
TH Hong Kong International limited \| Maximum [Member]
Equity ownership percentage			100.00%

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies

13.	Commitments and Contingencies

13.Commitments and Contingencies

Pursuant to the master development agreement (see note 1), the Company is required to pay an upfront franchise fee for each Company owned and operated store and franchise store, and a continuing franchise fee for each Company owned and operated store and franchise store, calculated as certain percentage of the store’s monthly gross sales, depending on when the store is opened. The upfront franchise fee and continuing franchise fee were RMB23,553,799 and RMB31,882,569 for the year ended December 31, 2022, and RMB24,265,373 and RMB15,576,324 for the year ended December 31, 2021, respectively. The outstanding accrued franchise fee due to THRI were RMB10,390,081 and RMB6,863,322 as of December 31, 2022 and 2021, respectively, which was recorded as amount due to related parties in the Consolidated Balance Sheets.

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue

Schedule of revenue


	For the Years Ended December 31,
	2022	2021	2020
Sales of food, beverage and packaged products by Company owned and operated stores	938,096,823	617,226,090	206,036,187
Franchise fees	4,537,599	1,923,149	794,608
Revenues from other franchise support activities	18,965,417	9,469,639	5,253,776
Revenues from wholesale activities	6,533,166	—	—
Revenue from e-commerce sales	41,635,451	13,117,118	—
Revenues from other activities	1,295,310	1,207,805	—
Provision of consumer research service to THRI	—	428,148	—
Total revenues	1,011,063,766	643,371,949	212,084,571

Fair Value Measurement - Reconciliation from the opening balances to the closing balances for recuring fair value measurement of the fair value hierarchy (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Short-term investment
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	$ 372,375,701
Additions		¥ 370,242,173
Changes in fair value, excluding impact of instrument-specific credit risk	1,386,293	2,133,528
Foreign currency translation adjustment \| $	(6,409,879)
Balance at the end	249,000,432	372,375,701
Convertible notes
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	354,080,264	318,466,215
Additions			¥ 312,092,172
Changes in fair value, excluding impact of instrument-specific credit risk	14,271,504	4,493,605	5,577,001
Changes in fair value due to instrument specific credit risk	2,607,294	1,520,393	548,029
Foreign currency translation adjustment	(4,697,452)	29,600,051	249,013
Balance at the end	366,261,610	354,080,264	¥ 318,466,215
Warrant liabilities
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	19,083,004
Additions		65,418,439
Changes in fair value, excluding impact of instrument-specific credit risk	58,183,824	(45,903,468)
Foreign currency translation adjustment	(166,354)	(431,967)
Balance at the end	77,100,474	19,083,004
ESA derivative liabilities
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	269,251,436
Additions		88,172,680
Changes in fair value, excluding impact of instrument-specific credit risk	(32,522,679)	186,598,308
Foreign currency translation adjustment	(4,633,745)	(5,519,552)
Balance at the end	151,177,400	269,251,436
Liability-settled share-based payment to non-employee
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	4,039,468
Additions		11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk	1,924,076	(7,390,032)
Foreign currency translation adjustment	(53,882)	(89,834)
Balance at the end	$ 5,909,662	¥ 4,039,468

Share-based compensation - Binomial Option Pricing Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023
Assumptions used in the Black-Scholes option pricing model
Expected volatility, minimum		24.74%	24.51%
Expected volatility	25.00%
Expected volatility, maximum		25.00%	26.99%
Risk-free interest rate (per annum), minimum	2.50%	2.47%	1.01%
Risk-free interest rate (per annum), maximum	2.80%	2.53%	1.12%
Exercise multiple, minimum	2.50%	2.50%	2.50%
Exercise multiple, maximum	2.80%	2.80%	2.80%
Expected dividend yield	0.00%	0.00%	0.00%
Expected term (in years)	10 years	10 years	6 years
Fair value of underlying unit (3.45 unit = 1 ordinary share)	$ 1.86
Number of units representing one ordinary share	3.45	3.45	3.45
Number of units exercisable				0
Stock options
Assumptions used in the Black-Scholes option pricing model
Expected dividend yield	0.00%
Minimum [Member]
Assumptions used in the Black-Scholes option pricing model
Fair value of underlying unit (3.45 unit = 1 ordinary share)	$ 0.88		$ 0.37
Maximum [Member]
Assumptions used in the Black-Scholes option pricing model
Fair value of underlying unit (3.45 unit = 1 ordinary share)	$ 1.49		$ 0.53

Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of other non-current assets


	December 31, 2022	December 31, 2021

Long-term rental deposits	82,270,359	67,311,223

Fair Value Measurement - Reconciliation from the opening balances to the closing balances for recuring fair value measurement of the fair value hierarchy (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 CNY (¥)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Short-term investment
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	¥ 372,375,701	$ 372,375,701
Additions			¥ 370,242,173
Changes in fair value, excluding impact of instrument-specific credit risk		1,386,293	2,133,528
Realized gain recognized in interest income \| $		(686,130)
Foreign currency translation adjustment \| $		(6,409,879)
Settlement of 1st tranche of ESA Agreement \| $		(117,665,553)
Balance at the end		249,000,432	372,375,701
Convertible notes
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	354,080,264	354,080,264	318,466,215
Additions				¥ 312,092,172
Changes in fair value, excluding impact of instrument-specific credit risk		14,271,504	4,493,605	5,577,001
Changes in fair value due to instrument specific credit risk		2,607,294	1,520,393	548,029
Foreign currency translation adjustment		(4,697,452)	29,600,051	249,013
Balance at the end		366,261,610	354,080,264	¥ 318,466,215
Warrant liabilities
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	19,083,004	19,083,004
Additions			65,418,439
Changes in fair value, excluding impact of instrument-specific credit risk		58,183,824	(45,903,468)
Foreign currency translation adjustment		(166,354)	(431,967)
Balance at the end		77,100,474	19,083,004
ESA derivative liabilities
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	269,251,436	269,251,436
Additions			88,172,680
Changes in fair value, excluding impact of instrument-specific credit risk		(32,522,679)	186,598,308
Foreign currency translation adjustment		(4,633,745)	(5,519,552)
Settlement of 1st tranche of ESA Agreement \| $		(80,917,612)
Balance at the end		151,177,400	269,251,436
Liability-settled share-based payment to non-employee
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning	4,039,468	4,039,468
Additions			11,519,334
Changes in fair value, excluding impact of instrument-specific credit risk		1,924,076	(7,390,032)
Foreign currency translation adjustment		(53,882)	(89,834)
Balance at the end		$ 5,909,662	¥ 4,039,468
Deferred contingent consideration
Fair Value Assets Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Additions	65,968,319
Balance at the end	¥ 65,968,319

Inventories (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Inventories (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventories
Food, beverage and packaged products	¥ 36,941,115		¥ 52,713,996	¥ 31,858,814
Merchandise for e-commerce sales	24,455,115		14,164,790	6,927,512
Others	9,874,657		4,588,731	3,693,077
Inventory, Net, Total	71,270,887		71,467,517	42,479,403
Provision for Inventories write-down	¥ 296,141	¥ 10,324	¥ 387,999	¥ 0	¥ 0

Convertible notes, at fair value - Balance of convertible notes measured at fair value (Details)	12 Months Ended
	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)	Mar. 31, 2023 CNY (¥)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Convertible notes, at fair value	¥ 354,080,264	¥ 318,466,215	¥ 366,261,610
Convertible notes
Debt Instrument [Line Items]
Unpaid principal balance of Convertible Notes	348,230,000	318,785,000	343,585,000	$ 50,000,000	$ 50,000,000	$ 50,000,000
Difference between fair value and unpaid principal balance of convertible notes	5,850,264	318,785	¥ 22,676,610	$ 3,300,000	$ 840,000	$ 50,000
Changes in fair value of specific credit risk	¥ 1,520,393	¥ 548,029

Leases - Maturities of operating lease liabilities under non-cancellable leases (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022
Operating lease commitments
Twelve months ending March 31, 2024	¥ 262,330,419	¥ 261,058,233
2025	263,334,193	265,552,769
2026	243,207,757	247,539,671
2027	193,009,108	204,062,024
2028	132,805,889	143,088,301
Thereafter	136,934,316	155,132,379
Total undiscounted lease payments	1,231,621,682	1,276,433,377
Less: imputed interest	(263,871,433)	(275,716,148)
Total operating lease liabilities	¥ 967,750,249	¥ 1,000,717,229

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of lease cost


		RMB
Operating lease cost		254,209,990
Variable lease cost		(3,718,849)
Short-term lease cost		113,048
Total rental expense		250,604,189

Schedule of amounts reported in balance sheet


Asset		RMB
Operating lease right-of-use assets		946,872,784

Liabilities
Current
Current operating lease liabilities		180,468,426
Non-current operating lease liabilities		820,248,803
Total operating lease liabilities		1,000,717,229

Schedule of lease other details disclosure


	RMB
Cash paid for amounts included in the measurement of lease liabilities	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	241,609,016
Weighted-average remaining lease term (years)	5.61
Weighted-average discount rate	5.96	%

Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing stores with initial or remaining lease terms in excess of one year


		Operating lease
		commitments

Year ending December 31, 2023		261,058,233
2024		265,552,769
2025		247,539,671
2026		204,062,024
2027		143,088,301
Thereafter		155,132,379

Total undiscounted lease payments		1,276,433,377

Less: imputed interest		(275,716,148)

Total lease liabilities		1,000,717,229

Income tax (Details)	3 Months Ended		12 Months Ended
Income tax (Details)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax [Line items]
Tax rate (as a percent)			25.00%	25.00%	25.00%
Effective income tax rate	0.00%	0.00%	0.00%	0.00%	0.00%
PRC statutory income tax rate due to recognition of full valuation allowance for deferred income tax assets of loss-making entities			17.00%	24.00%	22.40%
PRC
Income Tax [Line items]
Tax rate (as a percent)	25.00%	25.00%
PRC statutory income tax rate due to recognition of full valuation allowance for deferred income tax assets of loss-making entities	25.00%	25.00%

Fair Value Measurement - Assumptions (Details)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement
Fair value of the underlying ordinary share			$ 6,079.83
Expected volatility
Fair Value Measurement
Fair Value, Measurement Input			25.00
Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input			1.10
Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input			0.00
Bond yield
Fair Value Measurement
Fair Value, Measurement Input			11.00
Coupon rate
Fair Value Measurement
Fair Value, Measurement Input			9.00
Liability-settled share-based payment to non-employee
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07
Liability-settled share-based payment to non-employee \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	23.00	26.00
Liability-settled share-based payment to non-employee \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	4.41	4.39
Liability-settled share-based payment to non-employee \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Convertible notes
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
Convertible notes \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	24.00	28.00
Convertible notes \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	3.53	4.10
Convertible notes \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Convertible notes \| Bond yield
Fair Value Measurement
Fair Value, Measurement Input	12.19	13.30
Convertible notes \| Coupon rate
Fair Value Measurement
Fair Value, Measurement Input	9.00	9.00
ESA derivative liabilities
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
ESA derivative liabilities \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input	19.00
ESA derivative liabilities \| Expected volatility \| Minimum [Member]
Fair Value Measurement
Fair Value, Measurement Input	17.00	18.00
ESA derivative liabilities \| Expected volatility \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input		26.00
ESA derivative liabilities \| Risk-free interest rate (per annum) \| Minimum [Member]
Fair Value Measurement
Fair Value, Measurement Input	4.62	4.05
ESA derivative liabilities \| Risk-free interest rate (per annum) \| Maximum [Member]
Fair Value Measurement
Fair Value, Measurement Input	4.65	4.62
ESA derivative liabilities \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Warrant liabilities
Fair Value Measurement
Fair value of the underlying ordinary share	$ 4.07	$ 2.78
Warrant liabilities \| Expected volatility
Fair Value Measurement
Fair Value, Measurement Input	27.00	26.00
Warrant liabilities \| Risk-free interest rate (per annum)
Fair Value Measurement
Fair Value, Measurement Input	3.67	4.07
Warrant liabilities \| Expected dividend yield
Fair Value Measurement
Fair Value, Measurement Input	0.00	0.00
Liability-settled share-based award to non-employee
Fair Value Measurement
Fair value of the underlying ordinary share		$ 2.78

Short-term Investment (Details)					3 Months Ended	12 Months Ended
Short-term Investment (Details)	Feb. 15, 2023 CNY (¥)	Feb. 15, 2023 USD ($)	Feb. 10, 2023 CNY (¥)	Feb. 10, 2023 USD ($)	Mar. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 CNY (¥)	Sep. 30, 2022 USD ($)
Short-term Investment
Cash deposited as collateral								¥ 377,490,814	$ 53,169,218
Unrealized losses on AFS securities \| ¥					¥ 700,163	¥ 2,133,528
ESA proceeds released from collateral account			¥ 36,747,941	$ 5,413,344
ESA proceeds released from collateral account and returned to shaolin			¥ 80,917,612	$ 11,919,983
Interest income	¥ 681,773	$ 100,000
Realized gain or losses on AFS securities \| ¥					¥ 686,130	¥ 0
Minimum [Member]
Short-term Investment
Interest accrued on the funds held in the collateral \| $							$ 100,000
Maximum [Member]
Short-term Investment
Interest accrued on the funds held in the collateral \| $							$ 300,000

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Property and Equipment, Net

8.	Property and Equipment, Net

Property and equipment, net, consist of the following:


	March 31, 2023	December 31, 2022
Furniture and office equipment	63,236,732	57,867,896
Kitchen equipment	203,789,191	199,362,443
Software	61,542,266	56,181,672
Leasehold improvements	616,069,238	602,788,920
Construction in progress	49,852,500	22,971,178
Property and equipment, gross	994,489,927	939,172,109
Less: accumulated depreciation	(247,417,019)	(214,000,566)
Less: accumulated impairment loss	(4,428,675)	(5,135,573)
Property and equipment, net	742,644,233	720,035,970

Depreciation and amortization related to property and equipment was RMB35,414,448 and RMB29,268,742 for the three months ended March 31, 2023 and 2022, respectively.

Impairment loss was RMB4,418,278 and RMB1,892,422 for the three months ended March 31, 2023 and 2022, respectively.

8.Property and Equipment, Net

Property and equipment, net, consist of the following:


	December 31, 2022	December 31, 2021
Furniture and office equipment	57,867,896	44,636,186
Kitchen equipment	199,362,443	151,405,306
Software	56,181,672	30,171,796
Leasehold improvements	602,788,920	408,353,529
Construction in progress	22,971,178	15,747,154
Property and equipment, gross	939,172,109	650,313,971
Less: accumulated depreciation	(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(5,135,573)	—
Property and equipment, net	720,035,970	554,015,231

Depreciation and amortization related to property and equipment was RMB124,083,503, RMB67,512,655, and RMB23,702,255 for the years ended December 31, 2022, 2021 and 2020, respectively.

Impairment loss was RMB7,222,765, RMB1,001,880 and nil for the years ended December 31, 2022, 2021 and 2020.

Popeyes Transaction

3 Months Ended

Mar. 31, 2023

Popeyes Transaction

Popeyes Transaction

2.	Popeyes Transaction

On March 30, 2023 (the “acquisition date”), TH International Limited entered into a share purchase agreement (the “Popeyes SPA”) with Pangaea Three Acquisition Holdings IV, Limited (“Holdings IV”) and PLK APAC Pte. Ltd. (“PLK”) to acquire 100% of the outstanding shares of PLKC International Limited (“Popeyes China”), a Cayman Islands exempted company from Holdings IV (90%) and PLK (10%), which are related parties of the Company as Holdings IV and PLK are subsidiaries of Cartesian Capital Group, LLC and Tim Hortons Restaurants International GmbH respectively (“Popeyes Transaction”). Pursuant to the Popeyes master development agreement signed between PLKC HK International Limited (“Popeyes China Franchisee”), a limited liability company organized and existing under the laws of Hong Kong and a wholly owned subsidiary of Popeyes China and PLK, effective from March 30, 2023, with an initial contractual term of 20 years (“The Popeyes Master Franchise Right”), the Company acquired the exclusive franchise right authorized by PLK, and is authorized to develop and operate stores branded “Popeyes” throughout mainland China and Macau. Popeyes China Franchisee has the option to extend the initial term for 10 years, subject to achieving certain agreed-upon milestones of cumulative store opening targets by the end of each development year. The Popeyes master development agreement also sets out terms related to development obligations, services and related obligations, fees, system standards and manuals, insurance obligations, relationship of the parties and indemnification, inspections and assignments, termination, rights and obligations upon termination or expiration, and other general provisions. On the acquisition date, Popeyes China and Popeyes China Franchisee did not have any business operations nor employees, and did not have assets and liabilities other than the Popeyes Master Franchise Right and US$30,000,000 (equivalent to RMB206,658,000) in cash. Accordingly, the Company accounted for this transaction as an asset acquisition.

On the acquisition date, the Company issued a total of 11,466,574 ordinary shares (among which 10,319,917 ordinary shares were issued to Holdings IV and 1,146,657 ordinary shares were issued to PLK) with lock-up periods of 18 months from issuance date, in exchange for all of the outstanding shares of Popeyes China. The fair value of the ordinary shares issued was US$38,550,000 (equivalent to RMB265,555,530) (the “Non-contingent Consideration”) and was recorded in share capital of US$108 (equivalent to RMB742) and additional paid-in capital of US$38,549,892 (equivalent to RMB265,554,788).

2Popeyes Transaction (Continued)

In accordance with the Popeyes SPA for the acquisition of Popeyes China, the Company is also obligated to issue an additional number of ordinary shares to Holdings IV and PLK, based on the ratio of 90:10 and with lock-up periods of 18 months from the issuance date as annual deferred contingent consideration, which is calculated as: (a) 3% of annual revenue of Popeyes China; divided by (b) 85% of the volume-weighted average price (VWAP) of the Company’s shares during the forty (40) trading days ended the last trading day of the applicable fiscal year as long as the Popeyes Master Franchise Right is in effect. In addition, the Company may at any time after the acquisition date, and at its sole option, pay a lumpsum deferred contingent consideration, plus any unpaid accrued annual deferred contingent consideration. If the Company pays such lumpsum deferred contingent consideration, it will not need to pay any further annual deferred contingent consideration. Such lumpsum deferred contingent consideration will be settled by issuing an additional number of ordinary shares with lock-up periods of 18 months from the issuance date to Holdings IV and PLK based on the ratio of 90:10, which is calculated as: (a) US$35,000,0000, divided by (b) 85% of the VWAP of the Company’s shares during the forty (40) trading days ended as of the date of notifying the exercise of this option. The fair value of the annual deferred contingent consideration inclusive of the lumpsum deferred contingent consideration prepayment settlement feature (collectively “Deferred Contingent Consideration”), was determined as US$9,600,000 (equivalent to RMB66,130,560) as of March 30, 2023 and recorded as a non-current liability (see Note 18). The Deferred Contingent Consideration is in the scope of ASC480 since it has a single, required settlement method. The instrument embodies an unconditional obligation that the Company must settle by issuing a variable number of its equity shares and, at inception, the monetary value of the obligation is based predominantly on variations in something other than the fair value of the Company’s equity shares. It is measured initially at fair value and subsequently at fair value with changes in fair value recognized in earnings.

In addition, if the number of Popeyes Restaurants opened by Popeyes China on or prior to December 31, 2026 (net of store closures) exceeds Cumulative Opening Target (as defined in the Popeyes master development agreement as amended) for store openings through such date, PLK shall surrender to the Company or one or more of its designees and forfeit for no consideration, 286,664 of the Company’s ordinary shares it received from the Popeyes Transaction to be included in the Company’s Employee Stock Ownership Plan pool (“Potential PLK forfeiture”). The fair value of this forfeiture feature was determined as US$950,000 (equivalent to RMB6,544,170) and recorded as a reduction of additional paid-in capital, and a reduction of the acquisition cost of intangible asset for the same amount. The Potential PLK forfeiture is accounted for as an equity-linked financial instrument initially measured at fair value. Since the instrument is considered indexed to the Company’s own shares and qualifies for equity classification, there will be no subsequent remeasurement of the instrument.

The total fair value of the Non-contingent Consideration, the Deferred Contingent Consideration less the Potential PLK forfeiture feature was US$47,200,000 (equivalent to RMB325,141,920), and was allocated to intangible asset of US$3,865,000 (equivalent to RMB26,624,439), cash of US$30,000,000 (equivalent to RMB206,658,000) and a reduction of additional paid-in capital of US$13,335,000 (equivalent to RMB91,859,481) as cost of financing. The acquisition cost of the intangible asset pertains to the annual deferred contingent consideration and lumpsum deferred contingent consideration attributed to PLK less the fair value of the Potential PLK forfeiture. The Company also incurred legal fees and other transaction costs of US$1,414,371 (equivalent to RMB9,743,037) which is capitalized in the cost of intangible asset. US$150,000 (equivalent to RMB1,054,658‬) of the incurred legal fees and other transaction costs were paid and settled in the period, with all other costs accrued as of March 31, 2023.

Share-based compensation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-based compensation

20.	Share-based Compensation

Share options

The Company granted nil Original Option Units to the employees or directors (collectively as “Grantees”) during the three months ended March 31, 2023.


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2023	28,366,000	0.35	0.29	6.67	14,548,534
Granted	—	—	—	—	—
Forfeited	(335,000)	0.59	—	—	—
Outstanding as of March 31, 2023	28,031,000	0.35	0.29	6.41	23,243,902
Expected to be vested as of March 31, 2023	28,031,000	0.35	0.29	6.41	23,243,902

No Additional Option Units are exercisable as of March 31, 2023. The following table sets forth the activities of Additional Option Units for the three months ended March 31, 2023:


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2023	1,292,041	0.80	0.57	1.42	309,270
Granted	—	—	—	—	—
Forfeited	(47,955)	0.87	—	—	—
Outstanding as of March 31, 2023	1,244,086	0.80	0.56	1.17	482,350
Expected to be vested as of March 31, 2023	1,244,086	0.80	0.56	1.17	482,350

20.Share-based Compensation

Share options


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	27,098,000	0.31	0.27	6.80	38,324,597
Granted	1,666,000	1.06	—	—	—
Forfeited	(398,000)	0.56	—	—	—
Outstanding as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140
Expected to be vested as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140

20.Share-based Compensation (continued)

No Additional Option Units are exercisable as of December 31, 2022. The following table sets forth the activities of Additional Option Units for the year ended December 31, 2022:


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	933,742	0.60	0.41	1.34	831,030
Granted	460,756	1.20	—	—	—
Forfeited	(102,457)	0.81	—	—	—
Outstanding as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520
Expected to be vested as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520

Options granted to Grantees were measured at fair value as of the respective grant dates using the Binomial Option Pricing Model with the following assumptions:


	2022		2021		2020
Expected volatility	25.00	%	24.74% – 25.00	%	24.51% – 26.99	%
Risk-free interest rate (per annum)	2.50% – 2.80	%	2.47% – 2.53	%	1.01% – 1.12	%
Exercise multiple	2.50 – 2.80		2.50 – 2.80		2.50 – 2.80
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	10		10		6
Fair value of underlying unit (3.45 unit = 1 ordinary share)	US$1.86		US$0.88 – US$1.49		US$0.37 – US$0.53

20. Share-based Compensation (continued)

Property and Equipment, Net (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Property and Equipment, Net (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Property and equipment, gross	¥ 994,489,927		¥ 939,172,109	¥ 650,313,971
Less: accumulated depreciation	(247,417,019)		(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(4,428,675)		(5,135,573)
Property and equipment, net	742,644,233		720,035,970	554,015,231
Depreciation and amortization related to property and equipment	35,414,448	¥ 29,268,742	124,083,503	67,512,655	¥ 23,702,255
Impairment loss	4,418,278	¥ 1,892,422	7,222,765	1,001,880	¥ 0
Furniture and office equipment
Property and Equipment, Net
Property and equipment, gross	63,236,732		57,867,896	44,636,186
Kitchen equipment
Property and Equipment, Net
Property and equipment, gross	203,789,191		199,362,443	151,405,306
Software
Property and Equipment, Net
Property and equipment, gross	61,542,266		56,181,672	30,171,796
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	616,069,238		602,788,920	408,353,529
Construction in progress
Property and Equipment, Net
Property and equipment, gross	¥ 49,852,500		¥ 22,971,178	¥ 15,747,154

Share-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Summary of stock option activity


				Weighted
		Weighted	Weighted	average
	Number of	average	average	remaining	Aggregate
	Original	exercise	grant date	contractual	intrinsic
	Option Units	price	fair value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	27,098,000	0.31	0.27	6.80	38,324,597
Granted	1,666,000	1.06	—	—	—
Forfeited	(398,000)	0.56	—	—	—
Outstanding as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140
Expected to be vested as of December 31, 2022	28,366,000	0.35	0.29	6.67	13,312,140


			Weighted	Weighted
	Number of	Weighted	average	average
	Additional	average	grant	remaining	Aggregate
	Option	exercise	date fair	contractual	intrinsic
	Units	price	value	years	value
		US$	US$		US$
Outstanding as of January 1, 2022	933,742	0.60	0.41	1.34	831,030
Granted	460,756	1.20	—	—	—
Forfeited	(102,457)	0.81	—	—	—
Outstanding as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520
Expected to be vested as of December 31, 2022	1,292,041	0.80	0.57	1.42	176,520

Schedule of assumptions used in the Black-Scholes option pricing model


	2022		2021		2020
Expected volatility	25.00	%	24.74% – 25.00	%	24.51% – 26.99	%
Risk-free interest rate (per annum)	2.50% – 2.80	%	2.47% – 2.53	%	1.01% – 1.12	%
Exercise multiple	2.50 – 2.80		2.50 – 2.80		2.50 – 2.80
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	10		10		6
Fair value of underlying unit (3.45 unit = 1 ordinary share)	US$1.86		US$0.88 – US$1.49		US$0.37 – US$0.53

Derivative Financial Liabilities - (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of balance and movement of derivative financial liabilities measured at fair value


		RMB
Short-term derivative financial liabilities:
ESA derivative liabilities		269,251,436

Long-term derivative financial liabilities:
Warrant liabilities		19,083,004
		288,334,440

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of lease cost


		RMB
Operating lease cost		254,209,990
Variable lease cost		(3,718,849)
Short-term lease cost		113,048
Total rental expense		250,604,189

Schedule of amounts reported in balance sheet


Asset		RMB
Operating lease right-of-use assets		946,872,784

Liabilities
Current
Current operating lease liabilities		180,468,426
Non-current operating lease liabilities		820,248,803
Total operating lease liabilities		1,000,717,229

Schedule of lease other details disclosure


	RMB
Cash paid for amounts included in the measurement of lease liabilities	206,073,929
Right-of-use assets obtained in exchange for new lease liabilities	241,609,016
Weighted-average remaining lease term (years)	5.61
Weighted-average discount rate	5.96	%

Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing stores with initial or remaining lease terms in excess of one year


		Operating lease
		commitments

Year ending December 31, 2023		261,058,233
2024		265,552,769
2025		247,539,671
2026		204,062,024
2027		143,088,301
Thereafter		155,132,379

Total undiscounted lease payments		1,276,433,377

Less: imputed interest		(275,716,148)

Total lease liabilities		1,000,717,229

Contract Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Contract Liabilities

12.	Contract Liabilities

Contract liabilities – current as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023	December 31, 2022
Deferred revenue related to customer loyalty program	12,735,834	12,179,748
Advance from customers related to coupons and gift cards	8,816,079	8,573,239
Deferred revenue related to upfront franchise fees received from sub-franchisees	772,613	750,618
Others	1,237,100	618,700
	23,561,626	22,122,305

Contract liabilities – non-current as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023	December 31, 2022
Deferred revenue related to upfront franchise fees received from sub-franchisees	3,256,745	3,311,176

Revenue recognized during the three months ended March 31, 2023 that was included in the contract liability balance at the beginning of the period amounted to RMB7,212,814.

12.Contract Liabilities

Contract liabilities – current as of December 31, 2022 and 2021 were as follows:


	December 31, 2022	December 31, 2021
Deferred revenue related to customer loyalty program	12,179,748	8,312,436
Advance from customers related to coupons and gift cards	8,573,239	5,208,549
Deferred revenue related to upfront franchise fees received from sub-franchisees	750,618	230,968
Others	618,700	377,358
	22,122,305	14,129,311

Contract liabilities – non-current as of December 31, 2022 and 2021 were as follows:


	December 31, 2022	December 31, 2021

Deferred revenue related to upfront franchise fees received from sub-franchisees	3,311,176	970,486

Revenue recognized in year 2022 that was included in the contract liability balance at the beginning of the year amounts to RMB13,829,722.

Convertible Notes, at fair value - Balance of convertible notes measured at fair value (Details)	12 Months Ended
	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)	Mar. 31, 2023 CNY (¥)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Convertible Notes, at fair value
Convertible notes, at fair value	¥ 354,080,264	¥ 318,466,215	¥ 366,261,610
Convertible notes
Convertible Notes, at fair value
Unpaid principal balance of Convertible Notes	348,230,000	318,785,000	343,585,000	$ 50,000,000	$ 50,000,000	$ 50,000,000
Difference between fair value and unpaid principal balance of convertible notes	5,850,264	318,785	¥ 22,676,610	$ 3,300,000	$ 840,000	$ 50,000
Changes in fair value of specific credit risk	¥ 1,520,393	¥ 548,029

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue

Revenue

19.	Revenue

Revenue consists of the following:


	Three months ended March 31,
	2023	2022
Sales of food, beverage and packaged products by Company owned and operated stores	310,451,568	211,045,482
Franchise fees	2,430,164	954,410
Revenues from other franchise support activities	10,403,282	3,143,554
Revenues from wholesale activities	3,742,106	—
Revenue from e-commerce sales	9,157,563	9,513,518
Revenues from other activities	294,442	—
Total revenues	336,479,125	224,656,964

18.Revenue

Revenue consist of the following:


	For the Years Ended December 31,
	2022	2021	2020
Sales of food, beverage and packaged products by Company owned and operated stores	938,096,823	617,226,090	206,036,187
Franchise fees	4,537,599	1,923,149	794,608
Revenues from other franchise support activities	18,965,417	9,469,639	5,253,776
Revenues from wholesale activities	6,533,166	—	—
Revenue from e-commerce sales	41,635,451	13,117,118	—
Revenues from other activities	1,295,310	1,207,805	—
Provision of consumer research service to THRI	—	428,148	—
Total revenues	1,011,063,766	643,371,949	212,084,571

Intangible Assets, Net - Additional Information (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	¥ 2,686,097	¥ 2,053,718	¥ 9,319,001	¥ 6,763,487	¥ 4,136,128
Franchise and royalty expenses
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	¥ 1,102,939	¥ 793,537	¥ 3,712,684	¥ 3,223,700	¥ 3,444,650

Loss Per Share (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Loss Per Share (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to shareholders of the Company	¥ (174,884,633)	¥ (150,616,326)	¥ (742,645,232)	¥ (381,721,019)	¥ (141,999,507)
Denominator:
Basic weighted average number of ordinary shares	139,612,628	124,193,928	128,096,505	121,582,945	106,721,987
Diluted weighted average number of ordinary shares	139,612,628	124,193,928	128,096,505	121,582,945	106,721,987
Basic loss per ordinary share (in RMB)	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)
Diluted loss per ordinary share (in RMB)	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Commitments and Contingencies - Additional information (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies
Upfront franchise fees	¥ 2,543,422	¥ 2,673,136	¥ 23,553,799	¥ 24,265,373
Continuing franchise fees	10,802,069	¥ 7,036,697	31,882,569	15,576,324
Accrued franchise fees	¥ 23,360,192		¥ 10,390,081	¥ 6,863,322

Convertible notes, at fair value (Tables)

12 Months Ended

Dec. 31, 2022

Summary of balance of convertible notes measured at fair value


	December 31, 2022	December 31, 2021
Convertible notes, at fair value	354,080,264	318,466,215

Income tax - Income tax rate (Details)	3 Months Ended		12 Months Ended
Income tax - Income tax rate (Details)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income tax
PRC statutory tax rate			(25.00%)	(25.00%)	(25.00%)
Effect of tax rate differential for non-PRC entities			7.90%	0.70%	1.80%
Effect of non-deductible expenses			0.10%	0.30%	0.80%
Change in valuation allowance			17.00%	24.00%	22.40%
Actual income tax rate	0.00%	0.00%	0.00%	0.00%	0.00%

Unaudited Condensed Consolidated Statements of Operations (Parenthetical) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unaudited Condensed Consolidated Statements of Operations
Other revenues			¥ 0	¥ 428,148	¥ 0
Cost of Company owned and operated stores from transactions with a related party	¥ 12,104,853	¥ 5,880,992	36,862,860	19,521,561	8,864,342
Service fee	150,000	100,000	550,000	0	0
General and administrative expenses from transactions with a related party	¥ 10,802,069	¥ 7,036,697	7,036,697	0	160,532
Franchise and royalty expenses from transactions with a related party			¥ 31,882,569	¥ 15,576,324	¥ 5,147,252

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Basis of Preparation and Principles of Consolidation

Comparative Information

Fiscal Calendar

The Company’s fiscal year is from January 1 to December 31.

Basis of Preparation

Comparative Information

Use of Estimates

Foreign Currency Transaction and Translation

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Risks and Concentration

Foreign exchange risk

The management does not expect that there will be any significant currency risk for the Company during the reporting periods.

Concentration of credit risk

The Company’s credit risk primarily arises from cash, short-term investment, prepaid expenses and other current assets and accounts receivable. The bank deposits, including term deposits, with financial institutions in the mainland of the PRC and Hong Kong Special Administrative Region (“HKSAR”) are insured by the government authorities up to RMB500,000 and HKD500,000, respectively. Total bank deposits are insured by the government authority with amounts up to RMB11,631,710 and RMB7,266,814 as of December 31, 2022 and December 31, 2021, respectively.

The Company has no significant concentrations of credit risk with respect to its prepaid expenses and other current assets.

Concentration of operating risk

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:

	March 31, 2023	December 31, 2022
Cash on hand	223,697	212,598

Financial institutions in Mainland China
—Denominated in RMB	79,608,933	102,427,994
—Denominated in USD	937,221	69,063,161
Total cash balances held at Mainland China financial institutions	80,546,154	171,491,155

Financial institutions in HKSAR
—Denominated in RMB	15,208	5,192
—Denominated in USD	283,785,255	67,368,485‬
Total cash balances held at the HKSAR financial institutions	283,800,463	67,373,677
Total cash balances held at financial institutions	364,346,617	238,864,832
Total cash balances	364,570,314	239,077,430

Cash

The Company’s cash consist of cash on hand and cash held in banks. Cash are deposited in financial institutions at below locations:

Cash at bank is deposited in financial institutions at below locations:


	December 31, 2022	December 31, 2021
Cash on hand	212,598	132,127

Financial institutions in Mainland China
– Denominated in RMB	102,427,994	30,060,065
– Denominated in USD	69,063,161	45,515,503
Total cash balances held at Mainland China financial institutions	171,491,155	75,575,568

Financial institutions in HKSAR
– Denominated in RMB	5,192	—
– Denominated in USD	67,368,485	315,129,691
Total cash balances held at the HKSAR financial institutions	67,373,677	315,129,691
Total cash balances held at financial institutions	238,864,832	390,705,259
Total cash balances	239,077,430	390,837,386

Revenue Recognition

Sales of food, beverage and packaged products by Company owned and operated stores

The Company generates majority of its revenue from sales of food, beverage and packaged products to customers by Company owned and operated stores. The revenue amounts exclude sales-related taxes.

For customers who visit the Company’s stores, sales revenue is recognized when Company satisfies its obligation by transferring control of the good to the customer.

Franchise fees

Franchise fees primarily include upfront franchise fees, continuing fees and revenue from advertising services.

Revenues from other franchise support activities

Loyalty program

Revenue from e-commerce sales and wholesale products

Accounts receivable

Receivables from Payment Processors and Aggregators

Deferred Offering Costs

Internal Development Costs

Property and Equipment

Intangible Assets

Delivery Costs

Impairment of Long-Lived Assets

Employee Benefits

Share-Based Compensation

Asset Retirement Obligations

Non-controlling Interests

Advertising and Promotional Expenses

The Company does not have finance leases for the years ended December 31, 2022, 2021 and 2020.

Rental expenses incurred for company owned and operated stores are separated from other operating expenses.

Fair Value Measurements

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

3.Summary of Significant Accounting Policies (continued)

As of December 31, 2022 and 2021, the carrying amounts of other financial instruments approximate their fair value due to their short-term nature.

Statutory Reserve

As of December 31, 2022, the paid-in capitals of the PRC subsidiaries in the amount of RMB789,217,070 are the Company’s restricted net assets.

Recently Adopted Accounting Standards

Changes In Accounting Principle

Recently Adopted Accounting Standards

3.Summary of Significant Accounting Policies (continued)

The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842.


	December 31,	Effect of		January 1,
	2021	Adoption		2022
	RMB	RMB		RMB

Prepaid expenses and other current assets	142,838,295	(15,272,677)	^(a)	127,565,618
Operating lease right-of-use assets	—	853,553,284	^(b)	853,553,284
Lease liabilities-current	—	(133,024,693)	^(c)	(133,024,693)
Other current liabilities	(286,078,575)	4,351,416	^(d)	(281,727,159)
Lease liabilities-non-current	—	(752,579,348)	^(c)	(752,579,348)
Other non-current liabilities	(47,167,706)	42,972,018	^(d)	(4,195,688)

(a)	Represents the current portion of prepaid rental expenses reclassified to operating lease right-of-use assets.

(b)	Represents the net result of capitalization of operating lease payments and reclassification of prepaid rental expenses.

(c)	Represents the recognition of current and non-current lease liabilities.

(d)	Represents the reclassification of current and non-current accrued rental expenses to lease liabilities.

Recently Issued Accounting Standards

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of property and equipment, net


	December 31, 2022	December 31, 2021
Furniture and office equipment	57,867,896	44,636,186
Kitchen equipment	199,362,443	151,405,306
Software	56,181,672	30,171,796
Leasehold improvements	602,788,920	408,353,529
Construction in progress	22,971,178	15,747,154
Property and equipment, gross	939,172,109	650,313,971
Less: accumulated depreciation	(214,000,566)	(96,298,740)
Less: accumulated impairment loss	(5,135,573)	—
Property and equipment, net	720,035,970	554,015,231

Unaudited Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - CNY (¥)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Unaudited Condensed Consolidated Statements of Comprehensive Loss
Fair value changes of convertible notes due to instrument-specific credit risk, tax	¥ 0	¥ 0
Unrealized gain on short-term investment, tax	0	0
Foreign currency translation adjustment, tax	¥ 0	¥ 0

Summary of Significant Accounting Policies - Advertising and Promotional expenses (Details) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Advertising and promotional costs	¥ 18,302,864	¥ 12,701,381	¥ 81,017,100	¥ 50,316,856	¥ 16,986,023

Related Parties - Related parties (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Related Parties - Related parties (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Amortization expense of upfront franchise fee	¥ 245,277	¥ 56,995	¥ 334,034	¥ 0	¥ 0
Amount due to related parties	34,017,577		22,484,963	14,073,915
Costs of food and packaging	12,104,853	5,880,992	36,862,860	19,521,561	8,864,342
Purchase of coffee beans
Related Party Transaction [Line Items]
Purchases from related party	12,132,140	15,712,579	49,135,749	28,168,228	8,864,342
Costs of food and packaging	12,104,853	¥ 5,880,992
TDL Group Corp
Related Party Transaction [Line Items]
Amount due to related parties	7,135,158		9,690,952	7,210,593
TDL Group Corp \| Purchase of coffee beans
Related Party Transaction [Line Items]
Costs of food and packaging			36,862,860	19,521,561	¥ 8,864,342
Tim Hortons Restaurants International GmbH (THRI)
Related Party Transaction [Line Items]
Amount due to related parties	23,360,192		10,390,081	¥ 6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd
Related Party Transaction [Line Items]
Amount due to related parties	2,600,755		1,470,000
Cartesian Capital Group, LLC
Related Party Transaction [Line Items]
Amount due to related parties	¥ 921,472		¥ 933,930

Consolidated Statements of Operations (Parenthetical) - CNY (¥)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unaudited Condensed Consolidated Statements of Operations
Other revenues			¥ 0	¥ 428,148	¥ 0
Service fee	¥ 150,000	¥ 100,000	550,000	0	0
Cost of Company owned and operated stores from transactions with a related party	12,104,853	5,880,992	36,862,860	19,521,561	8,864,342
General and administrative expenses from transactions with a related party	¥ 10,802,069	¥ 7,036,697	7,036,697	0	160,532
Franchise and royalty expenses from transactions with a related party			¥ 31,882,569	¥ 15,576,324	¥ 5,147,252

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

Loss Per Share (Details) - CNY (¥)	3 Months Ended		12 Months Ended
Loss Per Share (Details) - CNY (¥)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to shareholders of the Company	¥ (174,884,633)	¥ (150,616,326)	¥ (742,645,232)	¥ (381,721,019)	¥ (141,999,507)
Denominator:
Basic weighted average number of ordinary shares	139,612,628	124,193,928	128,096,505	121,582,945	106,721,987
Diluted weighted average number of ordinary shares	139,612,628	124,193,928	128,096,505	121,582,945	106,721,987
Basic loss per ordinary share (in RMB)	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)
Diluted loss per ordinary share (in RMB)	¥ (1.25)	¥ (1.21)	¥ (5.80)	¥ (3.14)	¥ (1.33)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Prepaid Expenses and Other Current Assets (Details) - CNY (¥)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Creditable input VAT	¥ 72,350,068	¥ 69,665,847	¥ 50,212,274
Short-term deposits	5,051,553	3,468,215	4,161,725
Receivables from payment processors and aggregators	15,223,921	10,217,082	17,701,386
Prepaid rental expenses			15,272,677
Prepaid marketing expenses	4,917,340	11,582,119	14,666,752
Deferred offering costs			18,475,035
Others	17,976,419	13,341,468	22,348,446
Total	¥ 115,519,301	¥ 108,274,731	¥ 142,838,295

Convertible notes, at fair value

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Convertible notes, at fair value

17.	Convertible Notes, at fair value

As of March 31, 2023 and 2022, the balance of convertible notes measured at fair value was summarized as below:


	March 31, 2023	December 31, 2022
Convertible notes, at fair value	366,261,610	354,080,264

17.Convertible Notes, at fair value

Convertible Senior Notes due December 10, 2026 issued by the Company

The key terms of Private Notes are summarized as follows:

Interest

For any interest payment period, the Company may, at its option, elect to pay interest on the Private Notes:

entirely in cash at 7.00% per annum if the Merger Transaction is consummated prior to September 30, 2022, otherwise at 10.00% per annum on or after September 30, 2022;

17.Convertible notes, at fair value (continued)

Note Holders’ conversion right

Company’s conversion option

Repurchase

Redemption

Tax redemption

Replacement of Private Notes

17.Convertible notes, at fair value (continued)

As of December 31, 2022 and 2021, the balance of convertible notes measured at fair value was summarized as below:


	December 31, 2022	December 31, 2021
Convertible notes, at fair value	354,080,264	318,466,215

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue

Schedule of revenue


	For the Years Ended December 31,
	2022	2021	2020
Sales of food, beverage and packaged products by Company owned and operated stores	938,096,823	617,226,090	206,036,187
Franchise fees	4,537,599	1,923,149	794,608
Revenues from other franchise support activities	18,965,417	9,469,639	5,253,776
Revenues from wholesale activities	6,533,166	—	—
Revenue from e-commerce sales	41,635,451	13,117,118	—
Revenues from other activities	1,295,310	1,207,805	—
Provision of consumer research service to THRI	—	428,148	—
Total revenues	1,011,063,766	643,371,949	212,084,571

Related Parties

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Parties

Related Parties

23.	Related Parties

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

The material related party transactions are summarized as follows:


		Three months ended March 31,
		2023	2022
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	10,802,069	7,036,697
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	2,543,422	2,673,156
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	12,132,140	15,712,579
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	2,939,434	1,751,622

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

(iii)

(iv)

(v)	See Note 2 for details of Popeyes Transaction involving Pangaea Three Acquisition Holdings IV, Limited.

23.Related Parties (continued)

As of March 31, 2023 and December 31, 2022, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	March 31, 2023	December 31, 2022
TDL Group Corp	7,135,158	9,690,952
Tim Hortons Restaurants International GmbH	23,360,192	10,390,081
Pangaea Data Tech (Shanghai) Co., Ltd	2,600,755	1,470,000
Cartesian Capital Group, LLC	921,472	933,930
Amounts due to related parties	34,017,577	22,484,963

25.Related Parties

The related parties are summarized as follow:


Cartesian Capital Group, LLC		Ultimate controlling party
Pangaea Two, LP		Intermediate holding company
Pangaea Two Acquisition Holdings XXIIA, Ltd.		Parent company
Tim Hortons Restaurants International GmbH		Shareholder of the Company
TDL Group Corp		A subsidiary of investor’s ultimate holding company
Pangaea Data Tech (Shanghai) Co., Ltd		A subsidiary of investor’s ultimate holding company

25.Related Parties (continued)

The material related party transactions are summarized as follows:


		For the Years Ended December 31,
		2022	2021	2020
Continuing franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱ⁾	31,882,569	15,576,324	5,147,252
Upfront franchise fee to Tim Hortons Restaurants International GmbH	⁽ⁱⁱ⁾	23,553,799	24,265,373	4,097,227
Purchase of coffee beans from TDL Group Corp	⁽ⁱⁱⁱ⁾	49,135,749	28,168,228	8,864,342
Provision of consumer research service to THRI		—	428,148	—
Consulting services provided by THRI		—	—	160,532
Services provided by Pangaea Data Tech (Shanghai) Co., Ltd	^(iv)	7,206,906	—	—
Reimbursements to Cartesian Capital Group, LLC	^(v)	1,845,960	—	—

(i)	Pursuant to the master development agreement between the Company and THRI, the Company pays continuing franchise fee based on certain percentage of revenue generated from Company owned and operated stores and such continuing franchise fee was recorded in Franchise and royalty expenses.

(ii)

Pursuant to the master development agreement between the Company and THRI, the Company pays upfront franchise fee for each newly opened store to THRI during the term of the master development contract. The amortization expense of upfront franchise fee in the amount of RMB334,034, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively, are included in Franchise and royalty expense financial caption.

(iii)

(iv)

Pangaea Data Tech (Shanghai) Co., Ltd. (“DataCo”) provides various data maintenance and management services, technical support and consulting services in support of the operation of the Company. RMB550,000, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively of purchased services are recognized in other operating expenses, respectively while RMB6,656,906, nil and nil are capitalized in property and equipment for the years ended December 31, 2022, 2021 and 2020, respectively.

(v)	Cartesian Capital Group, LLC paid travel and entertainment expenses relating to Company’s directors on behalf of the Company.

As of December 31, 2022 and 2021, the balances of transactions with related parties are set forth below:

Amount due to related parties:


	December 31, 2022	December 31, 2021
TDL Group Corp	9,690,952	7,210,593
Tim Hortons Restaurants International GmbH	10,390,081	6,863,322
Pangaea Data Tech (Shanghai) Co., Ltd	1,470,000	—
Cartesian Capital Group, LLC	933,930	—
Amounts due to related parties	22,484,963	14,073,915

Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022