TH International Ltd IPO Filing Research

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

First tracked pre-IPO filing for this issuer.

TH International Ltd filed a Form F-3 registration statement effective March 31, 2026, registering up to $30 million in securities including ordinary shares, preferred shares, warrants, subscription rights, and units. The filing details offerings by selling shareholders, including conversions of convertible notes and preferred shares, with no proceeds going to the company. The company is a Cayman Islands holding company operating in mainland China through subsidiaries.

2026-03-31 · 9999999995-26-001029

DRS filed

Draft registration statement

Draft registration filed confidentially before the public launch.

Begins the tracked draft filing sequence after RW.

TH International Ltd filed a Form F-3 registration statement for potential securities offerings, including ordinary shares, preferred shares, warrants, and units. The filing outlines offerings by selling shareholders, conversion of convertible notes, and subscription rights. The company, a Cayman Islands holding company, operates in China through subsidiaries, with risks tied to its corporate structure and regulatory environment. The filing emphasizes that securities will be offered in compliance with SEC rules and includes details on potential future offerings and distribution plans.

2026-03-23 · 0001213900-26-032535

20-F supplemental

20-F

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

2025-05-15 · 0001213900-25-044150

20-F supplemental

20-F

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

2024-04-30 · 0001213900-24-037450

RW withdrawn

Withdrawal request

Issuer requested withdrawal of the registration statement.

Follows EFFECT and ends the active registration process.

TH International Ltd submitted a request to withdraw its previously filed Registration Statement on Form F-1, which was never declared effective. The company states it no longer intends to register the securities and seeks a credit for fees paid. The withdrawal follows an earlier effectiveness notice for a Form F-4 filing in 2023.

2024-01-12 · 0001104659-24-003663

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

62,151,365 shares

Ordinary · Exchange Nasdaq · Ticker THCH · 5,650,000 Warrants to purchase Ordinary Shares · Selling stockholders only · Use of proceeds selling stockholders with no issuer proceeds · Flags foreign_private_issuer

2023-11-15 · 0001104659-23-118666

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-4 and confirms the priced prospectus.

67,801,365 shares

Ordinary Shares and Warrants · Exchange Nasdaq · Ticker THCH · Up to 22,900,000 Ordinary Shares issuable upon exercise of warrants · Selling stockholders only · Use of proceeds Proceeds to selling stockholders · Flags foreign_private_issuer

2023-08-30 · 0001104659-23-096862

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

62,151,365 shares

Ordinary Shares and Warrants · Exchange Nasdaq · Ticker THCH · Warrants to purchase Ordinary Shares · Selling stockholders only · Use of proceeds Proceeds from the sale of shares by selling securityholders · Flags cayman_holding_company, warrants

2023-06-30 · 0001104659-23-076741

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 20-F and confirms the priced prospectus.

2023-06-15 · 0001104659-23-071427

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

2023-06-12 · 0001104659-23-070400

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows F-1/A and marks the registration effective.

TH International Ltd's registration statement on Form F-4 became effective on June 8, 2023, following an earlier F-1/A filing in December 2022. The current filing relates to a committed equity facility allowing the sale of up to 30,647,835 ordinary shares through Cantor, with potential gross proceeds of $100 million. The company, a Cayman Islands holding company with operations in China, is an emerging growth company and foreign private issuer.

2023-06-08 · 9999999995-23-001686

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

5,496,000 shares

Ordinary Shares · Exchange Nasdaq · Ticker THCH · 0.24 ordinary shares per warrant · Selling stockholders only · Use of proceeds Exchange of warrants for ordinary shares · Flags cayman_holding_company

2023-06-08 · 0001104659-23-069466

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

2023-06-05 · 0001104659-23-067735

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 424B3 filing.

2023-06-02 · 0001104659-23-067635

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-1/A and confirms the priced prospectus.

2023-05-31 · 0001104659-23-066290

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows EFFECT and confirms the priced prospectus.

2023-05-12 · 0001104659-23-059811

F-4 filed

F-4

Pre-IPO filing captured from the SEC submission timeline.

Follows F-1/A in the pre-IPO sequence.

2023-05-12 · 0001104659-23-059766

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-1/A and confirms the priced prospectus.

2023-05-12 · 0001104659-23-059308

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-1 and confirms the priced prospectus.

67,801,365 shares

Ordinary · Exchange Nasdaq · Ticker THCH · 5,650,000 Warrants to purchase Ordinary Shares · Selling stockholders only · Use of proceeds Proceeds go to selling stockholders with no issuer proceeds · Flags cayman_holding_company, warrants

2023-04-28 · 0001104659-23-053186

20-F supplemental

20-F

Pre-IPO filing captured from the SEC submission timeline.

Follows F-1/A in the pre-IPO sequence.

2023-04-28 · 0001104659-23-053170

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-1 and confirms the priced prospectus.

62,151,365 shares

Ordinary Shares and Warrants · Exchange Nasdaq · Ticker THCH · 5,650,000 Warrants to purchase Ordinary Shares · Selling stockholders only · Use of proceeds Proceeds will go to selling stockholders · Flags foreign_private_issuer, warrants

2023-04-06 · 0001104659-23-042484

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows CERT and confirms the priced prospectus.

2023-03-31 · 0001104659-23-039505

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 8-A12B and confirms the priced prospectus.

2022-12-28 · 0001104659-22-130322

F-1/A amended

Amended foreign registration statement

Updated foreign registration statement filed after SEC comments or deal changes.

Updates the prior EFFECT filing.

TH International Ltd's F-1/A filing outlines a committed equity facility allowing Cantor to purchase up to 30,647,835 ordinary shares at 97% of the VWAP, with potential aggregate proceeds of $100M. The company is an emerging growth company and foreign private issuer, facing risks from its Cayman Islands holding company structure, PRC regulatory oversight, and foreign exchange controls. The filing highlights potential dilution from share sales and market price volatility.

2022-12-23 · 0001104659-22-129760

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 425 and confirms the priced prospectus.

62,151,365 shares

Ordinary · Exchange Nasdaq · Ticker THCH · Warrants exercisable at $11.50 per share, including Public, Sponsor, and PIPE Warrants · Selling stockholders only · Use of proceeds Proceeds from warrant exercises, if any, to cover registration expenses · Flags foreign_private_issuer

2022-12-23 · 0001104659-22-129727

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows F-1/A and marks the registration effective.

TH International Ltd's Form F-1 registration statement became effective on December 22, 2022, allowing the company to offer up to 22,900,000 ordinary shares and 5,650,000 warrants. The filing relates to securities issuable upon exercise of warrants and shares held by selling securityholders, including legacy shares, sponsor shares, PIPE shares, and convertible note conversions. The registration satisfies registration rights granted to selling securityholders for future sales.

2022-12-22 · 9999999995-22-003621

F-1/A amended

Amended foreign registration statement

Updated foreign registration statement filed after SEC comments or deal changes.

Updates the prior F-1/A filing.

TH International Limited's F-1/A filing details the registration of up to 22,900,000 ordinary shares and 5,650,000 warrants, including shares from warrant exercises, sponsor agreements, and private placements. The prospectus outlines potential sales by Selling Securityholders, comprising 62,151,365 ordinary shares and 5,650,000 warrants, with risks tied to market price volatility, dilution, and ESA-related acceleration events. The filing emphasizes the company's emerging growth status and foreign private issuer exemptions.

2022-12-21 · 0001104659-22-128867

F-1/A amended

Amended foreign registration statement

Updated foreign registration statement filed after SEC comments or deal changes.

Updates the prior F-1/A filing.

62,151,365 shares

Ordinary Shares · Warrants exercisable at $11.50 per share · Selling stockholders only · Use of proceeds Proceeds from the sale of securities will be received by the selling securityholders · Flags cayman_holding_company, warrants

TH International Ltd's F-1/A filing details the registration of up to 22,900,000 ordinary shares and 5,650,000 warrants, including shares from warrant exercises, sponsor agreements, and private placements. It also outlines the potential sale of 62,151,365 ordinary shares by Selling Securityholders, including legacy shares, conversion shares, and ESA-related securities. The filing highlights risks from market price volatility, large-scale sales, and the Equity Support Agreement (ESA) with specific acceleration clauses.

2022-12-12 · 0001104659-22-126256

F-1 filed

Initial foreign registration statement

Initial public filing for a foreign issuer submitted to start the SEC review process.

Follows F-1 in the pre-IPO sequence.

30,647,835 shares

Ordinary Shares · Exchange Nasdaq · Ticker THCH · Public Warrants (THCHW) · Selling stockholders only · Use of proceeds Proceeds from the sale of Ordinary Shares by Cantor will not be received by the Company; used for Cantor's operations · Flags cayman_holding_company, foreign_private_issuer · Underwriters CF Principal Investments LLC

The current filing relates to a registered offering of up to 30,647,835 ordinary shares by TH International Ltd. via a committed equity facility with Cantor, including potential gross proceeds of $100 million. The filing highlights risks related to the company's holding company structure, regulatory environment in China, and foreign exchange controls. It also emphasizes Cantor's role as a selling shareholder and the potential for significant dilution from share issuances.

2022-11-17 · 0001104659-22-119950

F-1/A amended

Amended foreign registration statement

Updated foreign registration statement filed after SEC comments or deal changes.

Updates the prior F-1 filing.

TH International Ltd's F-1/A filing details the registration of up to 22,900,000 ordinary shares and 5,650,000 warrants for selling securityholders, including shares from legacy holders, sponsors, PIPE investors, and conversion of convertible notes. The filing highlights potential market price volatility from large-scale sales and emphasizes the company's structure as a Cayman Islands holding company with operations in China. It also outlines the role of underwriters and the impact of warrant exercises on proceeds.

2022-11-17 · 0001104659-22-119903

F-1 filed

Initial foreign registration statement

Initial public filing for a foreign issuer submitted to start the SEC review process.

Follows 8-A12B in the pre-IPO sequence.

TH International Ltd's F-1 filing details the registration of up to 22,900,000 ordinary shares and 5,650,000 warrants for sale by selling securityholders, including shares from warrant exercises, private placements, and conversions. The filing outlines the company's structure as a Cayman Islands holding company with operations in mainland China, highlighting risks related to PRC regulatory scrutiny, foreign exchange controls, and potential market price volatility from large-scale sales. The company is an emerging growth company with reduced reporting requirements and a foreign private issuer status, exempt from certain U.S. exchange act rules.

2022-10-13 · 0001104659-22-108482

CERT inactive

CERT

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

2022-09-28 · 0001354457-22-000546

8-A12B effective

Exchange Act registration

Registration filed to list the securities under the Exchange Act ahead of trading.

Follows EFFECT and registers the class of securities for exchange listing.

TH International Ltd filed Form 8-A12B to register Class A ordinary shares and public warrants for listing on Nasdaq under symbols THCH and THCHW. The filing incorporates by reference disclosures from its prior Registration Statement (No. 333-259743) and confirms the securities' eligibility for trading on Nasdaq.

2022-09-28 · 0001104659-22-103758

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows F-4/A and confirms the priced prospectus.

TH International Limited (THIL) is undergoing a business combination with Silver Crest Acquisition Corporation through a two-step merger process. The transaction involves converting Silver Crest's shares and warrants into THIL securities, followed by THIL's listing on Nasdaq. Upon completion, Silver Crest shareholders will own THIL, and THIL will become a public company subject to U.S. reporting requirements.

2022-07-21 · 0001104659-22-081408

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

First tracked pre-IPO filing for this issuer.

The Notice of Effectiveness confirms the activation of TH International Ltd's (THIL) registration statement for its business combination with Silver Crest Acquisition Corporation. The transaction involves a two-step merger process, converting Silver Crest's shares into THIL ordinary shares and warrants, followed by a share split to set a deemed value of $10.00 per THIL share. Silver Crest's securities will delist from Nasdaq post-completion, and THIL will become subject to U.S. Exchange Act reporting requirements. THIL plans to seek Nasdaq listing for its shares and warrants under symbols 'THCH' and 'THCHW', contingent on approval.

2022-07-20 · 9999999995-22-002111

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior F-4/A filing.

TH International Limited (THIL) is merging with Silver Crest Acquisition Corporation through a business combination involving two mergers. Upon completion, Silver Crest shareholders will become THIL shareholders. The transaction includes a share split to adjust THIL's valuation, conversion of Silver Crest shares and warrants into THIL securities, and delisting from Nasdaq. THIL, a Cayman Islands holding company, operates in mainland China via subsidiaries, facing regulatory and operational risks.

2022-07-20 · 0001104659-22-081004

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior F-4/A filing.

TH International Limited (THIL) is undergoing a business combination via a merger with Silver Crest Acquisition Corporation, resulting in THIL becoming a public company. The transaction involves converting Silver Crest shares and warrants into THIL securities, a share split to set a deemed value of $10.00 per share, and plans for Nasdaq listing of THIL's ordinary shares and warrants. The filing outlines the merger process, shareholder approvals, and regulatory transitions.

2022-07-13 · 0001104659-22-079456

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior F-4/A filing.

TH International Ltd's F-4/A filing outlines the business combination with Silver Crest Acquisition Corporation through a two-step merger process. The transaction involves converting Silver Crest's shares and warrants into THIL's securities, a share split to adjust THIL's share value, and plans for Nasdaq listing of THIL's ordinary shares and warrants. The filing also notes the delisting of Silver Crest's securities post-merger and THIL's status as an emerging growth company.

2022-07-05 · 0001104659-22-077178

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 425 filing.

TH International Limited (THIL) is undergoing a business combination with Silver Crest Acquisition Corporation through a two-step merger process. The transaction will result in THIL becoming a public company, with its ordinary shares expected to list on Nasdaq under the symbol 'THCH'. The filing details the conversion of Silver Crest's shares and warrants into THIL securities, a share split to set a deemed value of $10.00 per THIL share, and the delisting of Silver Crest's securities. THIL's structure as a Cayman Islands holding company with operations in China introduces regulatory and operational risks.

2022-06-22 · 0001104659-22-073296

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior F-4/A filing.

43,125,000 shares

Ordinary Shares · Exchange Nasdaq · Ticker THCH · 26,150,000 warrants to purchase THIL ordinary shares · Use of proceeds for general corporate purposes · Flags cayman_holding_company, warrants

TH International Limited (THIL) is completing a business combination with Silver Crest Acquisition Corporation through a two-step merger process. The transaction involves converting Silver Crest's shares and warrants into THIL securities, with THIL becoming a public company subject to SEC reporting requirements. The filing outlines the merger structure, share conversion mechanics, and plans for Nasdaq listing of THIL's ordinary shares and warrants under symbols 'THCH' and 'THCHW', contingent on regulatory approval.

2022-06-08 · 0001104659-22-069233

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 425 filing.

43,125,000 shares

Ordinary Shares, Warrants · Exchange Nasdaq · Ticker THCH · Each Silver Crest Warrant converts to a THIL Warrant · Flags cayman_holding_company

TH International Limited (THIL) is undergoing a business combination with Silver Crest Acquisition Corporation through a two-step merger process. The transaction will result in THIL becoming a public company, with Silver Crest shareholders converting their shares into THIL equity. The filing outlines the share conversion mechanics, including a share split to set a deemed value of $10.00 per THIL share, and details the delisting of Silver Crest's securities. THIL plans to list its shares on Nasdaq under the symbol 'THCH' post-merger.

2022-05-09 · 0001104659-22-057293

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 425 filing.

TH International Limited (THIL) is undergoing a business combination with Silver Crest Acquisition Corporation through a two-step merger process. Upon completion, Silver Crest will become a subsidiary of THIL, and THIL will list its securities on Nasdaq under the ticker 'THCH'. The transaction involves the conversion of Silver Crest shares and warrants into THIL securities, a share split to adjust THIL's stock value, and the delisting of Silver Crest's securities. THIL, a Cayman Islands holding company, operates through Chinese subsidiaries and faces regulatory and operational risks in China.

2022-03-28 · 0001104659-22-038889

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 425 filing.

Price $9.77 · 43,125,000 shares · Gross proceeds $421,115,625

ordinary share · Exchange Nasdaq · Warrants to purchase THIL Ordinary Shares · Use of proceeds To complete the business combination · Flags cayman_holding_company, dual_class

TH International Ltd (THIL) is undergoing a business combination involving a merger with Silver Crest Acquisition Corporation, resulting in THIL becoming a publicly traded company. The transaction includes converting Silver Crest shares into THIL shares, with THIL intending to list on Nasdaq under the symbol 'THCH'. The filing outlines the structure of the merger, share conversions, and the proposed securities offering, including ordinary shares and warrants.

2022-01-28 · 0001104659-22-008630

F-4/A amended

F-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior 425 filing.

TH International Limited (THIL) is undergoing a business combination involving two mergers with Silver Crest Acquisition Corporation, resulting in THIL becoming a public company. The transaction includes converting Silver Crest shares into THIL shares and warrants, with THIL's ordinary shares and warrants registered for public offering. The filing outlines the merger structure, share conversions, and registration details, with THIL aiming to list on Nasdaq under the symbol 'THCH'.

2021-12-02 · 0001104659-21-145965

F-4 filed

F-4

Pre-IPO filing captured from the SEC submission timeline.

First tracked pre-IPO filing for this issuer.

TH International Limited (THIL), a Cayman Islands exempted company, is undergoing a business combination involving two mergers. First, Miami Swan Ltd (Merger Sub) will merge with Silver Crest Acquisition Corporation, with Silver Crest surviving as a THIL subsidiary. Second, the Surviving Entity will merge with THIL, making THIL the surviving entity. Shareholders of Silver Crest will convert their shares into THIL Ordinary Shares and Warrants. THIL intends to list on Nasdaq under the symbol 'THCH' post-combination. THIL is an emerging growth company and foreign private issuer, subject to reduced reporting requirements. The filing highlights risks related to Chinese operations, including regulatory and legal uncertainties.

2021-09-23 · 0001104659-21-118784

TH International Ltd

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