TH International Ltd 6-K, filed Aug 26, 2025

TH International Ltd (THCH)

6-K 2025-08-26 For: 2025-08-26

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Added on April 06, 2026

About this 6-K

TH International Ltd filed this 6-K on August 26, 2025.

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	TH International Limited

	/s/ Yongchen Lu
	Yongchen Lu
	Chief Executive Officer

	For the three months ended or as of
Tims only (Exclude the discontinued business)	Mar 31, 2024			Jun 30, 2024			Sep 30, 2024			Dec 31, 2024			Mar 31, 2025			Jun 30, 2025
Total stores		906			907			946			1,022			1,024			1,015
Company owned and operated stores		604			574			564			576			569			566
Franchised stores		302			333			382			446			455			449
Made to order (MTO) stores		42			82			485			632			652			692
Non-MTO stores		864			825			461			390			372			323
Same-store sales growth for system-wide stores		-13.6	%		-14.	%		-21.7	%		-13.3	%		-7.8	%		-4.8	%
Same-store sales growth for company owned and operated stores		-11.7	%		-13.8	%		-20.7	%		-12.3	%		-6.5	%		-3.6	%
Registered loyalty club members (in thousands)		20,009			21,403			22,815			24,045			25,150			26,192
Company owned and operated store contribution (Renminbi in thousands)		2,289			32,429			39,922			12,973			17,154			27,176
Company owned and operated store contribution margin		0.8	%		10.1	%		13.3	%		4.8	%		6.7	%		9.6	%

	As of
	December 31, 2024			June 30, 2025
	RMB			RMB			US$

ASSETS
Current assets:
Cash and cash equivalents		152,368			155,217			21,668
Restricted Cash		31,869			23,541			3,286
Time deposits		-			-			-
Amount due from related parties		5,858			2,999			419
Accounts receivable, net		30,526			22,561			3,149
Inventories		37,578			36,077			5,036
Prepaid expenses and other current assets		158,882			172,203			24,038
Total current assets		417,081			412,598			57,596

Non-current assets:
Property and equipment, net		502,159			423,560			59,127
Intangible assets, net		97,019			87,909			12,272
Operating lease right-of-use assets		493,308			413,714			57,752
Other non-current assets		53,967			48,034			6,705
Total non-current assets		1,146,453			973,217			135,856
Total assets		1,563,534			1,385,815			193,452

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings, current		381,263			431,376			60,218
Accounts payable		223,838			202,099			28,212
Contract liabilities		39,678			40,039			5,589
Amount due to related parties		48,117			89,989			12,562
Convertible notes, at fair value		473,716			495,375			69,152
Operating lease liabilities		178,115			178,973			24,984
Other current liabilities		191,205			159,434			22,255
Total current liabilities		1,535,932			1,597,285			222,972

Non-current liabilities:
Convertible notes, at fair value		464,847			433,095			60,458
Contract liabilities		8,022			8,216			1,147
Operating lease liabilities		380,075			301,887			42,142
Other non-current liabilities		7,673			7,594			1,060
Total non-current liabilities		860,617			750,792			104,807
Total liabilities		2,396,549			2,348,077			327,779

Shareholders’ equity:
Ordinary shares		10			10			1
Additional paid-in capital		1,818,421			1,820,719			254,163
Accumulated losses		(2,668,505	)		(2,801,981	)		(391,141	)
Accumulated other comprehensive income		9,185			12,506			1,745
Treasury shares		-			-			-
Total deficit attributable to shareholders of the Company		(840,889	)		(968,746	)		(135,232	)
Non-controlling interests		7,874			6,484			905
Total shareholders’ deficit		(833,015	)		(962,262	)		(134,327	)

Commitments and Contingencies		-			-			-

Total liabilities and shareholders’ deficit		1,563,534			1,385,815			193,452

	For the three months ended June 30,									For the six months ended June 30,
	2024			2025						2024			2025
	RMB			RMB			US$			RMB			RMB			US$
Revenues:
Company owned and operated stores		322,311			281,872			39,348			618,686			536,631			74,911
Other revenues		44,524			67,104			9,367			80,293			113,087			15,786
Total revenues		366,835			348,976			48,715			698,979			649,718			90,697

Costs and expenses, net:
Company owned and operated stores
Food and packaging		99,725			84,807			11,839			202,434			162,279			22,653
Rental and property management fee		62,164			56,824			7,932			126,772			113,119			15,791
Payroll and employee benefits		60,800			50,227			7,011			125,979			100,247			13,994
Delivery costs		32,248			33,338			4,654			59,782			60,379			8,429
Other operating expenses		24,396			20,424			2,851			48,613			38,442			5,366
Store depreciation and amortization		30,521			26,789			3,740			63,748			55,147			7,698
Company owned and operated store costs and expenses		309,854			272,409			38,027			627,328			529,613			73,931

Costs of other revenues		34,726			46,502			6,491			59,750			78,028			10,892
Marketing expenses		12,828			13,906			1,941			32,589			31,335			4,374
General and administrative expenses		39,783			37,698			5,263			94,250			89,508			12,496
Franchise and royalty expenses		14,969			17,089			2,386			28,177			30,985			4,325
Other operating costs and expenses		5,518			98			14			9,696			1,213			169
Loss on disposal of property and equipment		614			247			34			2,618			2,980			416
Impairment losses of long-lived assets		5,836			9,485			1,324			24,801			21,103			2,946
Other income		2,580			679			95			4,255			1,965			274
Total costs and expenses, net		421,548			396,755			55,385			874,954			782,800			109,275

Operating loss		(54,713	)		(47,779	)		(6,670	)		(175,975	)		(133,082	)		(18,578	)

Interest income		252			983			137			1,241			1,083			151
Interest expenses		(9,079	)		(4,831	)		(674	)		(14,664	)		(8,407	)		(1,174	)
Foreign currency transaction gain/(loss)		504			(431	)		(60	)		4,454			(51	)		(6	)
Loss of the debt extinguishment		(10,657	)		-			-			(10,657	)		-			-
Changes in fair value of Deferred Contingent consideration		(14,811	)		-			-			(16,941	)		-			-
Changes in fair value of convertible notes		(9,889	)		(23,383	)		(3,264	)		(20,540	)		6,075			848
Loss from continuing operations before income taxes		(98,393	)		(75,441	)		(10,531	)		(233,082	)		(134,382	)		(18,759	)
Income tax expenses		(1,089	)		(484	)		(68	)		(1,089	)		(484	)		(68	)
Net loss from continuing operations		(99,482	)		(75,925	)		(10,599	)		(234,171	)		(134,866	)		(18,827	)
Discontinued operations：
Income from discontinued operations before income taxes (including gain on disposal of Popeyes business RMB66,203 thousand in 2024) before income taxes		53,098			-			-			44,959			-			-
Income tax expenses		-			-			-			-			-			-
Net income from discontinued operations		53,098			-			-			44,959			-			-

Net loss		(46,384	)		(75,925	)		(10,599	)		(189,212	)		(134,866	)		(18,827	)
Less: Net income/(loss) attributable to non-controlling interests		1,243			(470	)		(66	)		2,459			(1,390	)		(194	)
Net income/(loss) attributable to shareholders of the Company
-from continuing operations		(100,725	)		(75,455	)		(10,533	)		(236,630	)		(133,476	)		(18,633	)
-from discontinued operations		53,098			-			-			44,959			-			-
Basic and diluted loss per Ordinary Share		(1.45	)		(2.32	)		(0.32	)		(5.90	)		(4.10	)		(0.57	)
Net loss		(46,384	)		(75,925	)		(10,599	)		(189,212	)		(134,866	)		(18,827	)
Other comprehensive income/(loss)
Unrealized gain on short-term investment, net of nil income taxes		-			-			-			-			-			-
Fair value changes of convertible notes
due to instrument-specific credit risk, net
of nil income taxes		2,057			(286	)		(40	)		(1,493	)		144			20
Foreign currency translation adjustment, net of nil income taxes		(2,068	)		2,360			330			(5,102	)		3,177			444
Total comprehensive loss		(46,395	)		(73,851	)		(10,309	)		(195,807	)		(131,545	)		(18,363	)
Less: Comprehensive income/(loss) attributable to non-controlling interests		1,243			(470	)		(66	)		2,459			(1,390	)		(194	)
Comprehensive loss attributable to shareholders of the Company		(47,638	)		(73,381	)		(10,243	)		(198,266	)		(130,155	)		(18,169	)

	For the three months ended June 30,									For the six months ended June 30,
	2024			2025						2024			2025
	RMB			RMB			US$			RMB			RMB			US$
Net cash provided by/(used in) operating activities		31,707			(1,175	)		(164	)		4,961			(1,394	)		(195	)
Net cash used in investing activities		(21,421	)		(36,715	)		(5,125	)		(28,685	)		(53,373	)		(7,451	)
Net cash provided by/(used in) financing activities		(37,751	)		5,900			824			(11,776	)		50,113			6,996
Effect of foreign currency exchange rate changes on cash		(558	)		(688	)		(96	)		780			(825	)		(114	)
Net decrease in cash		(28,023	)		(32,678	)		(4,561	)		(34,720	)		(5,479	)		(764	)
Cash and cash equivalents and restricted cash, at beginning of the period		196,890			211,436			29,515			203,587			184,237			25,718
Cash and cash equivalents and restricted cash, at end of the period		168,867			178,758			24,954			168,867			178,758			24,954

	For the three months ended June 30,									For the six months ended June 30,
	2024			2025						2024			2025
	RMB			RMB			US$			RMB			RMB			US$
General and administrative expenses from continuing operations		(39,783	)		(37,698	)		(5,263	)		(94,250	)		(89,508	)		(12,496	)
Adjusted for:
Share-based compensation expenses		(1,129	)		749			105			(115	)		1,825			255
Professional fees related to financing programs		10,464			-			-			10,464			1,007			141
Impairment losses of rental deposits		-			2,335			326			2,457			4,896			683
Adjusted General and administrative expenses		(30,448	)		(34,614	)		(4,832	)		(81,444	)		(81,780	)		(11,417	)
Adjusted General and administrative expenses as a % of total revenue		8.3	%		9.9	%		9.9	%		11.7	%		12.6	%		12.6	%