6-K - THCH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of April 2025

Commission file number: 001-41516

THInternational Limited

2501 Central Plaza

227 Huangpi North Road

Shanghai, People’s Republic of China,200003

+86-021-6136-6616

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INDEX TO EXHIBITS

Exhibit<br><br> <br>Number	Exhibit Title
99.1	Earnings Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TH International Limited
/s/ Yongchen Lu
Yongchen Lu
Chief Executive Officer

Date: April 22, 2025

Exhibit 99.1

Tims China Announces Fourth Quarter and Full Year 2024 Financial Results

Apr 15, 2025

3.9 Percentage Points Improvementin Company Owned and Operated Store Contribution Margin

76 Net New Store OpeningsDuring the Fourth Quarter,1,022 System-Wide Stores at Year-End 2024

24.0 Million Registered LoyaltyClub Members at Year-End, Representing 29.7% Year-over-Year Growth

SHANGHAI and NEW YORK, April 15, 2025 (GLOBE NEWSWIRE) -- TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops in China (“Tims China” or the “Company”) today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2024.

FOURTH QUARTER 2024 HIGHLIGHTS

●	Total revenues of RMB332.6<br>million (USD45.6 million), representing a 12.0% decrease from the same quarter of 2023.
●	System sales^1^ of<br>RMB345.7 million (USD47.4 million), representing a 7.9% decrease from the same quarter of 2023.
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●	Net new store openings totaled<br>76 (12 company owned and operated stores and 64 franchised stores).
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●	Companyowned and operated store contribution^2^, previously reported as adjusted store EBITDA,<br>was RMB13.0 million (USD1.8 million), representing a 353.1% increase from the same quarter of 2023.
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●	Companyowned and operated store contribution margin^3^, previously reported as adjusted store<br>EBITDA margin, was 4.8%, representing a 3.9 percentage points improvement over the same quarter of 2023.
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FULL YEAR 2024 HIGHLIGHTS

●	Totalrevenues were RMB1,391.2 million (USD190.6 million), representing a 10.8% decrease from 2023.
●	Netnew store openings for franchised stores totaled 163 in 2024 (120 system-wide net new store openings,<br>as certain underperforming company owned and operated stores were closed and we focused on sub-franchise development).
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●	Registeredloyalty club members totaled 24.0 million members as of December 31, 2024, representing a 29.7%<br>growth from 2023.
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COMPANY MANAGEMENT STATEMENT

Mr. Yongchen Lu, CEO & Director of Tims China, commented, “2024 marked a pivotal year for the Company, we solidified our differentiated strategic positioning in “Coffee + Freshly Prepared Food”, completed the made-to-order renovation of almost all company owned and operated stores, surpassed 24 million registered loyalty club members, and received over 6,200 individual sub-franchisee applications by year-end. In Q4 2024, we celebrated the grand opening of the 1,000th Tims China shop in central Shanghai, where the Tims China story began. This achievement is a testament to Tims China’s enduring presence in the region, and to our ambition for further growth.

Amidst macroeconomic volatility and intense market competition, our team demonstrated great resilience and achieved significant profitability improvements through enhanced operational efficiencies, supply chain optimizations, and rigorous cost controls. 2024 full-year company owned and operated store contribution margin and full-year adjusted corporate EBITDA margin improved by 5.3 percentage points, and 9.9 percentage points year-over-year, respectively.”

Mr. Dong (Albert) Li, CFO of Tims China, commented, “We’re committed to further improving our financial performance by refining store unit economics and driving efficiencies at both store and corporate levels. Our sub-franchise business also contributed steady cash flows and profitability. During the fourth quarter of 2024, we continued to improve our company owned and operated store contribution margin and adjusted corporate EBITDA margin by 3.9 percentage points and 0.1 percentage points, respectively. Specifically, our food and packaging costs, labor costs (as a percentage of revenues from company owned and operated stores), and our marketing expenses as a percentage of total revenues decreased by 3.7 percentage points, 2.5 percentage points, and 1.5 percentage points, respectively.”

Mr. Li continued, “Looking ahead, and thanks to our team’s tireless work, Tims China is standing at the turning point to achieve full-year corporate EBITDA breakeven. With profitable growth being front and center of everything we do, we are excited to further enhance our supply chain capabilities and efficiencies, roll out our differentiating made-to-order fresh and healthy food preparation model to drive traffic, finesse optimization of overall store unit economics, and accelerate the expansion of our successful sub-franchising.”

FOURTH QUARTER 2024 FINANCIAL RESULTS

Totalrevenues were RMB332.6 million (USD45.6 million) for the three months ended December 31, 2024, representing a decrease of 12.0% from RMB377.9 million in the same quarter of 2023. Total revenues comprise:

●	Revenuesfrom Company owned and operated stores were RMB270.2 million (USD37.0 million) for the three<br>months ended December 31, 2024, representing a decrease of 17.7% from RMB328.2 million in the same quarter of 2023. The decrease was<br>primarily attributable to closures of certain underperforming stores and a 12.3% decrease in same-store sales growth for company owned<br>and operated stores in the fourth quarter of 2024. The decrease was also attributable to a 13.8% decline in the number of orders from<br>11.6 million in the fourth quarter of 2023 to 10.0 million in the same quarter of 2024, and a 1.5% year-over-year decrease in average<br>ticket size.
●	Otherrevenues were RMB62.5 million (USD8.6 million) for the three months ended December 31, 2024,<br>representing an increase of 25.8% from RMB49.7 million in the same quarter of 2023. The increase was primarily due to the expansion of<br>our franchise business as the number of our franchised stores increased from 283 as of December 31, 2023 to 446 as of December 31, 2024.
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Revenuesfrom Company owned and operated stores were RMB270.2 million (USD37.0 million) for the three months ended December 31, 2024, representing a decrease of 17.7% from RMB328.2 million in the same quarter of 2023. The decrease was primarily attributable to closures of certain underperforming stores and a 12.3% decrease in same-store sales growth for company owned and operated stores in the fourth quarter of 2024. The decrease was also attributable to a 13.8% decline in the number of orders from 11.6 million in the fourth quarter of 2023 to 10.0 million in the same quarter of 2024, and a 1.5% year-over-year decrease in average ticket size.

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Otherrevenues were RMB62.5 million (USD8.6 million) for the three months ended December 31, 2024, representing an increase of 25.8% from RMB49.7 million in the same quarter of 2023. The increase was primarily due to the expansion of our franchise business as the number of our franchised stores increased from 283 as of December 31, 2023 to 446 as of December 31, 2024.

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Companyowned and operated store costs and expenses were RMB283.9 million (USD38.9 million) for the three months ended December 31, 2024, representing a decrease of 18.8% from RMB349.6 million in the same quarter of 2023. Company owned and operated store costs and expenses comprise:

●	Foodand packaging costs were RMB84.8 million (USD11.6 million) for the three months ended December<br>31, 2024, representing a decrease of 26.5% from RMB115.3 million in the same quarter of 2023, as we continue to benefit from higher efficiencies<br>in supply chains and cost reduction on raw materials, logistic and warehousing expenses. Accordingly, food and packaging costs as a percentage<br>of revenues from company owned and operated stores decreased by 3.7 percentage points from 35.1% in the fourth quarter of 2023 to 31.4%<br>in the same quarter of 2024.
●	Rentaland property management fees were RMB56.9 million (USD7.8 million) for the three months<br>ended December 31, 2024, representing a decrease of 16.0% from RMB67.7 million in the same quarter of 2023, mainly due to the closure<br>of certain underperforming stores and in line with the revenue trend. Rental and property management fees as a percentage of revenues<br>from company owned and operated stores increased by 0.4 percentage points from 20.6% in the fourth quarter of 2023 to 21.0% in the same<br>quarter of 2024.
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●	Payrolland employee benefits expenses were RMB54.9 million (USD7.5 million) for the three months<br>ended December 31, 2024, representing a decrease of 26.7% from RMB74.9 million in the same quarter of 2023. Payroll and employee benefits<br>expenses as a percentage of revenues from company owned and operated stores decreased by 2.5 percentage points from 22.8% in the fourth<br>quarter of 2023 to 20.3% in the same quarter of 2024, primarily due to the continuous refinement of staffing arrangements and optimization<br>of store managerial efficiency.
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●	Deliverycosts were RMB28.6 million (USD3.9 million) for the three months ended December 31, 2024,<br>representing a decrease of 5.6% from RMB30.3 million in the same quarter of 2023, which was in line with the trend of delivery orders.<br>Delivery costs as a percentage of revenues from company owned and operated stores increased by 1.4 percentage points to 10.6% in the<br>fourth quarter of 2024 compared to 9.2% in the same quarter of 2023.
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●	Otheroperating expenses were RMB22.7 million (USD3.1 million) for the three months ended December<br>31, 2024, representing a decrease of 13.8% from RMB26.4 million in the same quarter of 2023, driven by the cost optimization measures<br>and in line with the revenue trend. Other operating expenses as a percentage of revenues from company owned and operated stores increased<br>by 0.4 percentage points to 8.4% in the fourth quarter of 2024 compared to 8.0% in the same quarter of 2023.
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●	Storedepreciation and amortization expenses were RMB36.1 million (USD4.9 million), representing<br>an increase of 3.2% from RMB35.0 million in the same quarter of 2023, which was attributable to the accelerated amortization of upfront<br>unit fees in relation to the closure of certain underperforming stores; offset by the decrease in the number of company owned and operated<br>stores from 619 as of December 31, 2023 to 576 as of December 31, 2024. Store depreciation and amortization as a percentage of revenues<br>from company owned and operated stores increased by 2.8 percentage points to 13.4% in the fourth quarter of 2024 compared to 10.6% in<br>the same quarter of 2023.
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Costsof other revenues were RMB48.5 million (USD6.6 million) for the three months ended December 31, 2024, representing a decrease of 4.6% from RMB50.9 million in the same quarter of 2023, which was primarily driven by an increase in the revenues generated from franchise business as the number of our franchised stores increased from 283 as of December 31, 2023 to 446 as of December 31, 2024, offset by the streamlined e-commerce business. Costs of other revenues as a percentage of other revenues decreased by 24.8 percentage points from 102.5% in the fourth quarter of 2023 to 77.7% in the same quarter of 2024 due to higher margins we generated from both franchise business and e-commerce business during the fourth quarter of 2024.

Marketingexpenses were RMB13.8 million (USD1.9 million) for the three months ended December 31, 2024, representing a decrease of 35.0% from RMB21.2 million in the same quarter of 2023, driven by our cost optimization measures and higher brand influence. Marketing expenses as a percentage of total revenues decreased by 1.5 percentage points from 5.6% in the fourth quarter of 2023 to 4.1% in the same quarter of 2024.

Generaland administrative expenses were RMB76.3 million (USD10.5 million) for the three months ended December 31, 2024, representing an increase of 23.8% from RMB61.7 million in the same quarter of 2023, which was primarily due to: (i) bonus accruals of RMB9.0 million (USD1.2 million) during the fourth quarter of 2024; (ii) increase in credit loss of account receivables of RMB9.6 million (USD1.3 million); and (iii) increase in professional fees of RMB13.6 million (USD1.9 million); offset by a reduction of our headquarter headcount and cost optimization measures. Adjusted generaland administrative expenses, which excludes reversals of share-based compensation expenses of RMB0.7 million (USD0.1 million), were RMB77.1 million (USD10.6 million), representing an increase of 82.8% from RMB42.2 million in the same quarter of 2023. Adjusted general and administrative expenses as a percentage of total revenues increased by 12.0 percentage points from 11.2% in the fourth quarter of 2023 to 23.2% in the same quarter of 2024. For more information on the Company’s non-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this earnings release.

Franchiseand royalty expenses were RMB14.0 million (USD1.9 million) for the three months ended December 31, 2024, representing a decrease of 7.6% from RMB15.1 million in the same quarter of 2023, which was in line with the decrease in system sales. Franchise and royalty expenses as a percentage of total revenues increased by 0.2 percentage points, from 4.0% in the fourth quarter of 2023 to 4.2% in the same quarter of 2024 due to the increase of amortized upfront franchise fees.

Impairmentlosses of long-lived assets were RMB15.9 million (USD2.2 million) for the three months ended December 31, 2024, compared to RMB 89.6 million in the same quarter of 2023, which was primarily due to the decrease in the number of closures of underperforming company owned and operated stores.

As a result of the foregoing, operatingloss was RMB117.2 million (USD16.1 million) for the three months ended December 31, 2024, a significant reduction compared to RMB218.4 million in the same quarter of 2023.

AdjustedCorporate EBITDA was a loss of RMB49.4 million (USD6.8 million) for the three months ended December 31, 2024, compared to a loss of RMB56.7 million in the same quarter of 2023. Adjusted Corporate EBITDAmargin was negative 14.9% in the fourth quarter of 2024, representing an improvement of 0.1 percentage points from negative 15.0% in the same quarter of 2023.

Netloss from continuing operations was RMB138.9 million (USD19.0 million) for the three months ended December 31, 2024, compared to RMB297.4 million for the same quarter of 2023. Adjusted net loss was RMB98.0 million (USD13.4 million) for the three months ended December 31, 2024, compared to RMB120.3 million for the same quarter of 2023. Adjusted net loss margin was negative 29.5% in the fourth quarter of 2024, compared to negative 31.8% in the same quarter of 2023.

Netgain from discontinued operations was RMB6.5 million (USD0.9 million) for the three months ended December 31, 2024, compared to net loss of RMB13.8 million for the same quarter of 2023.

Netloss was RMB132.4 million (USD18.1 million) for the three months ended December 31, 2024, compared to RMB311.2 million for the same quarter of 2023.

Basicand diluted net loss per ordinary share was RMB4.05 (USD0.55) in the fourth quarter of 2024, compared to RMB9.71 in the same quarter of 2023. Adjusted basic and diluted net loss per ordinary share was RMB2.99 (USD0.41) in the fourth quarter of 2024, compared to RMB3.78 in the same quarter of 2023.

Liquidity

As of December 31, 2024, the Company’s total cash and cash equivalents, restricted cash and time deposits were RMB184.2 million (USD25.2 million), compared to RMB219.5 million as of December 31, 2023. The change was primarily attributable to the financing from our founding shareholders, partially offset by cash disbursements on the back of the expansion of our business and store network nationwide and the repayment of certain bank borrowings.

KEY OPERATING DATA

	For the three months ended or as of
Tims only<br><br>(Exclude the discontinued business)	Dec 31,<br><br> 2023			Mar 31,<br><br> 2024			Jun 30,<br><br> 2024			Sep 30,<br><br> 2024			Dec 31,<br><br> 2024
Total stores		902			906			907			946			1,022
Company owned and operated stores		619			604			574			564			576
Franchised stores		283			302			333			382			446
Same-store sales growth for system-wide stores		2.6	%		-13.6	%		-14.6	%		-21.7	%		-13.3	%
Same-store sales growth for company owned and operated stores		2.5	%		-11.7	%		-13.8	%		-20.7	%		-12.3	%
Registered loyalty club members (in thousands)		18,545			20,009			21,403			22,815			24,045
Company owned and operated store contribution (Renminbi in thousands)		2,863			2,289			32,429			39,922			12,973
Company owned and operated store contribution margin		0.9	%		0.8	%		10.1	%		13.3	%		4.8	%

KEY DEFINITIONS

●	Same-store sales growth. The<br>percentage change in the sales of stores that have been operating for 12 months or longer during a certain period compared to the same<br>period from the prior year. The same-store sales growth for any period of more than a month equals to the arithmetic average of the same-store<br>sales growth of each month covered in the period. If a store was closed for seven days or more during any given month, its sales during<br>that month and the same month in the comparison period are excluded for purposes of measuring same-store sales growth.
●	Net new store openings. The<br>gross number of new stores opened during the period minus the number of stores permanently closed during the period.
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●	System sales. Gross merchandise<br>value of sales generated from both company owned and operated stores and franchised stores.
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●	Company owned and operated<br>store contribution (previously reported as adjusted store EBITDA). Calculated as fully burdened gross profit of company owned and operated<br>stores excluding depreciation and amortization.
●	Company owned and operated<br>store contribution margin (previously reported as adjusted store EBITDA margin). Calculated as company owned and operated store contribution<br>as a percentage of revenues from company owned and operated stores.
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●	Adjusted general and administrative<br>expenses. Calculated as general and administrative expenses excluding share-based compensation expenses, expenses related to the issuance<br>of certain ordinary shares to CF Principal Investments LLC in November 2022 (the “Commitment Shares”), offering costs related<br>to the ESA (the “ESA Offering Costs”), expenses related to 200,000 of our ordinary shares that may be purchased from our<br>controlling shareholder by a holder of our convertible notes at its option pursuant to the terms of an Option Agreement dated September<br>28, 2022 (the “Option Shares”), and professional fees related to warrant exchange and other financing programs.
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●	Adjusted corporate EBITDA.<br>Calculated as operating loss for continuing operations excluding certain non-cash expenses consisting of depreciation and amortization,<br>share-based compensation expenses, impairment losses of long-lived assets, loss on disposal of property and equipment, expenses related<br>to the Commitment Shares, the ESA Offering Costs, the Option Shares, and professional fees related to warrant exchange and other financing<br>programs.
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●	Adjusted corporate EBITDA margin.<br>Calculated as adjusted corporate EBITDA as a percentage of total revenues.
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●	Adjusted net loss. Calculated<br>as net loss for continuing operations excluding share-based compensation expenses, impairment losses of long-lived assets, loss on disposal<br>of property and equipment, expenses related to the Commitment Shares, the ESA Offering Costs, the Option Shares, professional fees related<br>to warrant exchange and other financing programs, changes in fair value of convertible notes, changes in fair value of warrant liabilities,<br>changes in fair value of ESA derivative liabilities, loss of the debt extinguishment and gain on disposal of Popeyes business.
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●	Adjusted net loss margin. Calculated<br>as adjusted net loss as a percentage of total revenues.
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●	Adjusted basic and diluted<br>net loss per ordinary share. Calculated as adjusted net loss attributable to the Company’s ordinary shareholders divided by weighted-average<br>number of basic and diluted ordinary shares.
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RECENT BUSINESS DEVELOPMENTS

On November 26, 2024, Tims China launched its inaugural “Timsgiving” pay-it-forward campaign across all its stores in China, marking the first time this Canadian tradition was introduced in the country. The campaign ran from November 26 to 28 and offered the first customer at each store a free beverage from the Double Series, encouraging them to pay-it-forward by purchasing a drink for the next guest. Over 1,500 people participated, with the longest chain of kindness reaching 30 customers in a row.

On January 13, 2025, Tims China completed the implementation of a 1-for-5 reverse stock split of the Company’s ordinary shares. The reverse stock split was previously approved by the Company’s shareholders on December 20, 2024 and board of directors on December 23, 2024.

On January 28, 2025, Tims China announced that the Company received a notification letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market Inc., informing the Company that it has regained compliance with the “Minimum Bid Price Requirement” pursuant to Nasdaq Listing Rule 5550(a)(1). Therefore, the Company’ ordinary shares are no longer subject to delisting.

On February 18, 2025, Tims China launched its “Light Bagel Sandwich Lunch Box Series”, reinforcing its commitment to providing high-quality, convenient coffee and warm, healthy food experiences. This new lunch offering, featuring a combination of a bagel sandwich, salad, and coffee, is designated to cater the needs of urban consumers seeking convenient and healthy meal options. It also aligns with the growing demand for healthy Western-style lunches.

On February 26, 2025, Tims China celebrated its sixth anniversary and global coffee chain Tim Hortons’ 61^st^ anniversary by releasing several beloved classics with exciting new twists. Among these, the classic donuts made a huge return with Chinese “Double-Double” upgrade, offering Chinese consumers a special anniversary treat.

USE OF NON-GAAP FINANCIAL MEASURES

The Company uses non-GAAP financial measures, namely company owned and operated store contribution, company owned and operated store contribution margin, adjusted general and administrative expenses, adjusted corporate EBITDA, adjusted corporate EBITDA margin, adjusted net loss, adjusted net loss margin, and adjusted basic and diluted net loss per ordinary share in evaluating its operating results and for financial and operational decision-making purposes. The Company defines (i) company owned and operated store contribution as fully burdened gross profit of company owned and operated stores excluding depreciation and amortization; (ii) company owned and operated store contribution margin as company owned and operated store contribution as a percentage of revenues from company owned and operated stores; (iii) adjusted general and administrative expenses as general and administrative expenses excluding share-based compensation expenses, expenses related to the Commitment Shares, the ESA Offering Costs, the Option Shares, and professional fees related to warrant exchange and other financing programs; (iv) adjusted corporate EBITDA as operating loss for continuing operations excluding certain non-cash expenses consisting of depreciation and amortization, share-based compensation expenses, impairment losses of long-lived assets, loss on disposal of property and equipment, expenses related to the Commitment Shares, the ESA Offering Costs, the Option Shares, and professional fees related to warrant exchange and other financing programs; (v) adjusted corporate EBITDA margin as adjusted corporate EBITDA as a percentage of total revenues; (vi) adjusted net loss as net loss for continuing operations excluding share-based compensation expenses, impairment losses of long-lived assets, loss on disposal of property and equipment, expenses related to the Commitment Shares, the ESA Offering Costs, the Option Shares, professional fees related to warrant exchange and other financing programs, changes in fair value of convertible notes, changes in fair value of warrant liabilities, changes in fair value of ESA derivative liabilities, loss of the debt extinguishment and gain on disposal of Popeyes business; (vii) adjusted net loss margin as adjusted net loss as a percentage of total revenues; and (viii) adjusted basic and diluted net loss per ordinary share as adjusted net loss for continuing operations attributable to the Company’s ordinary shareholders divided by weighted-average number of basic and diluted ordinary share. The Company believes company owned and operated store contribution, company owned and operated store contribution margin, adjusted general and administrative expenses, adjusted corporate EBITDA, adjusted corporate EBITDA margin, adjusted net loss, adjusted net loss margin, and adjusted basic and diluted net loss per ordinary share enhance investors’ overall understanding of its financial performance and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.

These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. As these non-GAAP financial measures have limitations as analytical tools and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures.” The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure.

EXCHANGE RATE INFORMATION

This earnings release contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.2993 to USD1.00, the exchange rate in effect on December 31, 2024 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any rate or at all.

CONFERENCE CALL

The Company will hold a conference call today, on Tuesday, April 15, 2025, at 8:00 am Eastern Time (on Tuesday, April 15, 2025, at 8:00 pm Beijing Time) to discuss the financial results.

Participants are strongly encouraged to pre-register for the conference call, by using the weblink provided below.

https://s1.c-conf.com/diamondpass/10046826-m38kfp.html

Participants may also view the live webcast by registering through below weblink:

https://edge.media-server.com/mmc/p/n2xgnen5

The webcast features a ‘Submit Your Question’ tab at the top, where you will have the opportunity to submit your questions before and during the call.

A live and archived webcast of the conference call will also be available at the Company’s Investor Relations website at https://ir.timschina.com under “Events and Presentations”.

FORWARD-LOOKING STATEMENTS

Certain statements in this earnings release may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, such as the Company’s ability to further grow its business and store network, optimize its cost structure, improve its operational efficiency, and achieve profitable growth. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company’s future financial or other performance metrics. In some cases, you can identify forward- looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including, but not limited to, general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 20-F, and other filings it makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

STATEMENT REGARDING PRELIMINARY UNAUDITED FINANCIAL INFORMATION

The unaudited financial information set out in this earnings release is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company’s year-end audit, which could result in significant differences from this preliminary unaudited financial information. Accordingly, you should not place undue reliance upon these preliminary estimates. The preliminary unaudited financial information included in this press release has been prepared by, and is the responsibility of, the Company’s management. The Company’s auditor has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to such preliminary financial data. Accordingly, the Company’s auditor does not express an opinion or any other form of assurance with respect thereto. Upon completion of the year-end audit, the Company’s audited financial results may differ materially from its preliminary estimates.

ABOUT TH INTERNATIONAL LIMITED

TH International Limited (Nasdaq: THCH) (“Tims China”) is the parent company of the exclusive master franchisees of Tim Hortons coffee shops in mainland China, Hong Kong and Macau. Tims China was founded by Cartesian Capital Group and Tim Hortons Restaurants International, a subsidiary of Restaurant Brands International (TSX: QSR) (NYSE: QSR).

The Company’s philosophy is rooted in world-class execution and data-driven decision making and centered around true local relevance, continuous innovation, genuine community, and absolute convenience. For more information, please visit https://www.timschina.com.

INVESTOR AND MEDIA CONTACTS

Investor Relations

Gemma Bakx

IR@timschina.com, or gemma.bakx@cartesiangroup.com

Public and Media Relations

Patty Yu

Patty.Yu@timschina.com

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of RMB and US$, exceptfor number of shares)

	As of
	December 31,<br> 2023			December 31, 2024<br> (Unaudited)
	RMB			RMB			US
ASSETS
Current assets:
Cash and cash equivalents		202,315			152,368
Restricted Cash		-			31,869
Time deposits		17,165			-
Amount due from related parties		-			5,858
Accounts receivable, net		27,562			30,526
Inventories		49,866			37,578
Prepaid expenses and other current assets		156,855			158,882
Current assets of discontinued operations		4,857			-
Total current assets		458,620			417,081
Non-current assets:
Property and equipment, net		665,992			502,159
Intangible assets, net		110,966			97,019
Operating lease right-of-use assets		785,437			493,308
Other non-current assets		63,855			53,967
Noncurrent assets of discontinued operations		130,569			-
Total non-current assets		1,756,819			1,146,453
Total assets		2,215,439			1,563,534
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings, current		538,233			381,263
Accounts payable		219,775			223,838
Contract liabilities		40,715			39,678
Amount due to related parties		52,002			48,117
Convertible notes, at fair value		-			473,716
Operating lease liabilities		189,835			178,115
Other current liabilities		291,715			191,205
Current liabilities of discontinued operations		63,558			-
Total current liabilities		1,395,833			1,535,932
Non-current liabilities:
Bank borrowings, non-current		5,266			-
Convertible notes, at fair value		420,712			464,847
Contract liabilities		5,272			8,022
Amount due to related parties		94,200			-
Operating lease liabilities		653,659			380,075
Other non-current liabilities		8,637			7,673
Noncurrent liabilities of discontinued operations		54,289			-
Total non-current liabilities		1,242,035			860,617
Total liabilities		2,637,868			2,396,549
Shareholders’ equity:
Ordinary shares		10			10
Additional paid-in capital		1,807,715			1,818,421
Accumulated losses		(2,256,424	)		(2,668,505	)		)
Accumulated other comprehensive income		21,492			9,185
Treasury shares		-			-
Total (deficit) equity attributable to shareholders of the Company		(427,207	)		(840,889	)		)
Non-controlling interests		4,778			7,874
Total shareholders’ (deficit) equity		(422,429	)		(833,015	)		)
Commitments and Contingencies		-			-
Total liabilities and shareholders’ equity (deficit)		2,215,439			1,563,534

All values are in US Dollars.

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Amounts in thousands of RMB and US$, exceptfor per share data)

	For the three months ended December 31,								For the year ended December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Revenues:
Company owned and operated stores	328,242			270,152			37,010		1,389,641			1,188,293			162,796
Other revenues		49,656			62,473					170,365			202,865
Total revenues		377,898			332,625					1,560,006			1,391,158
Costs and expenses, net:
Company owned and operated stores
Food and packaging		115,340			84,797					486,359			374,086
Rental and property management fee		67,712			56,854					289,556			241,425
Payroll and employee benefits		74,868			54,880					304,545			231,542
Delivery costs		30,291			28,584					116,449			119,171
Other operating expenses		26,400			22,745					118,634			95,036
Store depreciation and amortization		34,953			36,074					138,735			129,614
Company owned and operated store costs and expenses		349,564			283,934					1,454,278			1,190,874
Costs of other revenues		50,886			48,532					149,692			153,612
Marketing expenses		21,169			13,764					96,679			64,849
General and administrative expenses		61,662			76,321					325,259			210,323
Franchise and royalty expenses		15,103			13,952					57,063			57,761
Other operating costs and expenses		8,968			315					28,872			10,794
Loss on disposal of property and equipment		2,624			431					16,404			4,147
Impairment losses of long-lived assets		89,635			15,901					111,427			56,287
Other income		3,311			3,338					11,743			8,408
Total costs and expenses, net		596,300			449,812					2,227,931			1,740,239
Operating loss		(218,402	)		(117,187	)		)		(667,925	)		(349,081	)		)
Interest income		3,200			982					14,183			3,203
Interest expenses		(6,659	)		(3,706	)		)		(20,420	)		(22,448	)		)
Foreign currency transaction loss		(16,158	)		(933	)		)		(16,772	)		3,484
Loss of the debt extinguishment		-			-					-			(10,657	)		)
Changes in fair value of Deferred Contingent consideration		(32,437	)		-					(26,106	)		(16,941	)		)
Changes in fair value of convertible notes		(26,909	)		(17,413	)		)		(58,281	)		(65,874	)		)
Changes in fair value of warrant liabilities		-			-					(83,966	)		-
Changes in fair value of ESA derivative liabilities		60			-					19,654			-
Loss from continuing operations before<br> income taxes		(297,305	)		(138,257	)		)		(839,633	)		(458,314	)		)
Income tax expenses		(97	)		(616	)		)		(97	)		(2,115	)		)
Net loss from<br> continuing operations		(297,402	)		(138,873	)		)		(839,730	)		(460,429	)		)
Discontinued operations:
Income/(loss) from discontinued operations (including<br> gain on disposal of Popeyes business RMB70,665 thousand in 2024) before income taxes		(13,757	)		6,485					(33,196	)		51,444
Income tax expenses		-			-					-			-
Net income/(loss) from discontinued operations		(13,757	)		6,485					(33,196	)		51,444
Net loss		(311,159	)		(132,388	)		)		(872,926	)		(408,985	)		)
Less: Net (income) loss attributable to non-controlling<br> interests		925			(830	)		)		3,324			3,096
Net Loss attributable to shareholders of the
Company
-from continuing operations		(298,327	)		(138,043	)		)		(843,054	)		(463,525	)		)
-from discontinued operations		(13,757	)		6,485					(33,196	)		51,444
Basic and diluted loss per Ordinary Share		(9.71	)		(4.05	)		)		(28.41	)		(12.70	)		)
Net<br> loss		(311,159	)		(132,388	)		)		(872,926	)		(408,985	)		)
Other comprehensive income (loss)
Unrealized gain on short-term investment, net of nil<br> income taxes		-			-					3,585			-
Fair value changes of convertible notes due to<br> instrument-specific credit risk, net of nil income taxes		7,731			(1,282	)		)		(2,117	)		(1,495	)		)
Amounts reclassified from accumulated other comprehensive<br> income		-			-					(5,719	)		-
Foreign currency translation adjustment, net of nil income taxes		13,098			(16,577	)		)		8,742			(10,812	)		)
Total<br> comprehensive loss		(290,330	)		(150,247	)		)		(868,435	)		(421,292	)		)
Less: Comprehensive loss attributable to non-controlling interests		925			(830	)		)		3,324			3,096
Comprehensive loss attributable to shareholders of the Company		(291,255	)		(149,417	)		)		(871,759	)		(424,388	)		)

All values are in US Dollars.

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(Amounts in thousands of RMB and US$)

	For the three months ended<br><br> December 31,								For the year ended <br><br>December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Net cash provided by/(used in) operating activities		(80,565	)		(31,629	)		)		(196,130	)		(39,667	)		)
Net cash provided by/(used in) investing activities		(67,939	)		13,222					59,999			(8,037	)		)
Net cash provided by/(used in) financing activities		(119,602	)		9,800					80,833			26,004
Effect of foreign currency<br> exchange rate changes on cash		9,938			(3,891	)		)		19,808			2,350
Net increase/(decrease) in cash		(258,168	)		(12,498	)		)		(35,490	)		(19,350	)		)
Cash at beginning of the period		461,755			196,734					239,077			203,587
Cash and cash equivalents and restricted cash, at end of year		203,587			184,236					203,587			184,237
Less: Cash and restricted cash of discontinued operations at end of year		(1,272	)		-					(1,272	)		-
Cash and Restricted cash at end of the period		202,315			184,237					202,315			184,237

All values are in US Dollars.

TH INTERNATIONAL LIMITEDAND SUBSIDIARIESRECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES (Unaudited, amounts in thousands of RMB and US$, except for number of shares and per share data)

A. Company owned and operated store contribution

	For the three months ended December 31,								For<br> the year ended December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Revenues - company owned and operated<br> stores		328,242			270,152					1,389,641			1,188,293
Food<br> and packaging costs - company owned and operated stores		(115,340	)		(84,797	)		)		(486,359	)		(374,086	)		)
Rental expenses -<br> company owned and operated stores		(67,712	)		(56,854	)		)		(289,556	)		(241,425	)		)
Payroll<br> and employee benefits - company owned and operated<br> stores		(74,868	)		(54,880	)		)		(304,545	)		(231,542	)		)
Delivery costs -<br> company owned and operated stores		(30,291	)		(28,584	)		)		(116,449	)		(119,171	)		)
Other<br> operating expenses - company owned and operated stores		(26,400	)		(22,745	)		)		(118,634	)		(95,036	)		)
Store depreciation and amortization		(34,953	)		(36,074	)		)		(138,735	)		(129,614	)		)
Franchise<br> and royalty expenses - company owned and operated stores		(10,768	)		(9,319	)		)		(44,730	)		(39,420	)		)
Fully-burdened<br> gross (loss) profit - company owned and operated stores		(32,090	)		(23,101	)		)		(109,367	)		(42,001	)		)
Store depreciation and<br> amortization		34,953			36,074					138,735			129,614
Company<br> owned and operated store contribution		2,863			12,973					29,368			87,613
Company<br> owned and operated store contribution margin		0.9	%		4.8	%		%		2.1	%		7.4	%		%

All values are in US Dollars.

B. Adjusted general and administrative expenses

	For the three months ended December 31,								For the year ended December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
General and administrative expenses<br> from continuing operations		(61,662	)		(76,321	)		)		(325,259	)		(210,323	)		)
Adjusted for:
Share-based compensation expenses		6,351			(741	)		)		68,078			519
Professional fees related to financing programs		678			-					28,519			10,464
Impairment losses of rental deposits		12,471			-					12,471			2,457
Adjusted General and administrative expenses	****	(42,162	)	****	(77,062	)		)	****	(216,191	)	****	(196,883	)		)
Adjusted General and administrative expenses as a % of total revenue	****	11.2	%	****	23.2	%		%	****	13.9	%	****	14.2	%		%

All values are in US Dollars.

C. Adjusted corporate EBITDA and adjustedcorporate EBITDA margin

	For the three months ended<br><br> December 31,								For the year ended <br><br>December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Operating loss from continuing operations		(218,402	)		(117,187	)		)		(667,925	)		(349,081	)		)
Adjusted for:
Depreciation and amortization		43,959			44,243					163,155			167,721
Share-based compensation expenses		6,351			(741	)		)		68,078			519
Impairment losses of rental deposits		12,471			-					12,471			2,457
One-off expense of store closure		6,009			7,909					6,009			11,090
Professional fees related to financing programs		678			-					28,519			10,464
Impairment losses of long-lived assets		89,635			15,901					111,427			56,287
Loss on disposal of property and equipment		2,624			431					16,404			4,147
Adjusted Corporate EBITDA		(56,675	)		(49,444	)		)		(261,862	)		(96,396	)		)
Adjusted Corporate EBITDA Margin		-15.0	%		-14.9	%		%		-16.8	%		-6.9	%		%

All values are in US Dollars.

D. Adjusted net loss and adjusted net loss margin

	For the three months ended<br><br> December 31,								For the year ended<br><br> December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Net loss from continuing operations		(297,402	)		(138,873	)		)		(839,730	)		(460,429	)		)
Adjusted for:
Share-based compensation expenses		6,351			(741	)		)		68,078			519
Professional fees related to financing programs		678			-					28,519			10,464
Impairment losses of long-lived assets		89,635			15,901					111,427			56,287
Impairment losses of rental deposits		12,471			-					12,471			2,457
One-off expense of store closure		6,009			7,909					6,009			11,090
Loss on disposal of property and equipment		2,624			431					16,404			4,147
Loss of the debt extinguishment		-			-					-			10,657
Changes in fair value of Deferred Contingent consideration		32,437			-					26,106			16,941
Changes in fair value of convertible notes		26,909			17,413					58,281			65,874
Changes in fair value of warrant liabilities		-			-					83,966			-
Changes in fair value of ESA derivative liabilities		(60	)		-					(19,654	)		-
Adjusted Net loss		(120,348	)		(97,960	)		)		(448,123	)		(281,993	)		)
Adjusted Net loss Margin		-31.8	%		-29.5	%		%		-28.7	%		-20.3	%		%

All values are in US Dollars.

E. Adjusted basic and diluted net loss per Ordinary Share

	For the three months ended<br><br> December 31,								For the year ended<br><br> December 31,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
Net loss from continuing operations to shareholders of the Company		(298,326	)		(138,043	)		)		(843,054	)		(463,525	)		)
Adjusted for:
Share-based compensation expenses		6,351			(741	)		)		68,078			519
Professional fees related to financing programs		678			-					28,519			10,464
Impairment losses of long-lived assets		89,635			15,901					111,427			56,287
Impairment losses of rental deposits		12,471			-					12,471			2,457
One-off expense of store closure		6,009			7,909					6,009			11,090
Loss on disposal of property and equipment		2,624			431					16,404			4,147
Loss of the debt extinguishment		-			-					-			10,657
Changes in fair value of Deferred Contingent consideration		32,437			-					26,106			16,941
Changes in fair value of convertible notes		26,909			17,413					58,281			65,874
Changes in fair value of warrant liabilities		-			-					83,966			-
Changes in fair value of ESA derivative liabilities		(60	)		-					(19,654	)		-
Adjusted Net loss attributable to shareholders of the Company		(121,272	)		(97,130	)		)		(451,447	)		(285,089	)		)
Weighted average shares outstanding used in calculating basic and diluted loss per share		32,124,164			32,494,265					30,848,340			32,444,772
Adjusted basic and diluted net loss per Ordinary Share	****	(3.78)	****	****	(2.99)	****		****	****	(14.63)	****	****	(8.79)	****		****

All values are in US Dollars.

^1^	System sales is calculated as the gross merchandise value<br>of sales generated from both company owned and operated stores and franchised stores.
^2^	Company owned and operated store contribution,<br> is calculated as fully burdened gross profit^4^ of company owned and operated stores excluding depreciation & amortization.
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^3^	Company owned and operated store contribution margin, is<br>calculated as company owned and operated store contribution as a percentage of revenues from company owned and operated stores.
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^4^	Fully burdened gross profit of company owned and operated<br>stores, the most directly comparable GAAP measure to company owned and operated store contribution, was a loss of RMB23.1 million (USD3.2<br>million) for the three months ended December 31, 2024, compared to a loss of RMB32.1 million in the same quarter of 2023.
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