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 June
2026
Commission file number:
001-41516
TH International Limited
7/F 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 ☐
EXPLANATORY NOTE
Leadership Changes
On June 9, 2026, TH
International Limited (“Tims China” or the “Company”) announced the following leadership changes, which will become
effective as of June 15, 2026:
| ● | The Company’s current Chairman, Mr. Peter Yu, will step down from his role as Chairman but
will continue to serve as a director on the board of directors of the Company (the “Board”). The Board extends its sincere appreciation
to Mr. Yu for his invaluable guidance and strategic vision over the past eight years as Chairman. |
| ● | The Company’s current Chief Executive Officer (“CEO”) and director, Mr. Yongchen
Lu, will be designated as the Chairman of the Company. Unless earlier terminated, the designation of Mr. Lu as Chairman of the Company
shall expire automatically on June 15, 2027, shall cease if Mr. Lu ceases to be a director of the Company, and may be rescinded at
any time by a resolution of the Board. The designation is a non-executive title, and does not confer on Mr. Lu any rights, powers or
authority beyond those applicable to him in his capacity as a director of the Company. Mr. Lu’s appointment as a director is
also for a fixed term expiring on June 15, 2027, coterminous with his designation as Chairman. The Board would like to express its
deep gratitude to Mr. Lu for his significant contributions and dedicated leadership during his service as CEO since May 2018, which
have been instrumental to the Company’s growth. |
| ● | Mr. Kwok Wah Cheung will be appointed to succeed Mr. Lu as the new CEO of the Company
and its subsidiaries. The biographical information for Mr. Cheung is set forth in the exhibit. The Board expresses its warm welcome to
Mr. Cheung on his new appointment. |
Additionally, the Company
announced that Tim Hortons Restaurants International GmbH (“THRI”) nominated Mr. Lucas Alperi Suarez to replace Mr. Rafael Odorizzi on
the Board, effective as of June 9, 2026. The biographical information for Mr. Alperi is set forth in the exhibit.
Accordingly, Mr. Odorizzi resigned as a member of the Board and Mr. Alperi has been appointed as the director of the Company,
effective as of June 9, 2026. The Board thanks Mr. Odorizzi for his four years of dedicated service and sound judgment as a
director, and expresses its welcome to Mr. Alperi on his new appointment.
Issuance of Additional Senior Secured
Convertible Notes
On June 9, 2026,
the Company announced that it has entered into a definitive agreement with THRI for the issuance of Senior Secured Convertible Notes (the “Additional Notes”) in an aggregate
principal amount of up to US$55.0 million, which will be consolidated and form a single series with, and rank pari passu with
the existing US$89.9 million floating rate senior secured convertible notes due 2029 issued by the Company on December 2, 2025 (the
“Original Notes”, together with the “Additional Notes”, the “Notes”). The transaction has been
approved by the Board. The transaction will be executed in four separate
tranches, with the first tranche of up to $15.8 million to be issued by July 31, 2026 and the final tranche expected in the
first quarter of 2027. Each tranche remains subject to customary and other closing conditions, including required regulatory
approvals in China and certain business performance milestone conditions.
The Company will use part
of the proceeds from the issuance of the Additional Notes for further expansion of its store network nationwide and funding the working
capital or operating expenditure requirements of the Company and its subsidiaries.
The Additional
Notes are to be issued pursuant to the indenture dated December 2, 2025 governing the Notes, and will have the same terms as the Original
Notes, including interest rate, conversion price and maturity date, security package and covenant terms. See the Company’s Reports
on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on October
31, 2025, and December 3, 2025
relating to the Original Notes for a description of these terms.
Amendment to Certificate
of Designation
At the closing
of the initial tranche, the Company expects to enter into an amended and restated certificate of designation relating to the Series A-2
Convertible Preferred Shares and the Class A-1 Special Voting Share (the “Amended Certificate of Designation”). The Company
previously disclosed, in connection with the issuance of unsecured convertible notes in 2024, that the Class A-1 Special Voting Share
and the Series A-2 Preferred Shares, voting together as a single class, were entitled to elect two directors until the aggregate voting
power of such securities fell below 11.1% of the total voting power of the Company, and one director until such aggregate voting power
fell below 3.0%. See the Company’s Report on Form 6-K filed with the SEC on July
1, 2024.
The Amended Certificate
of Designation intends to update this framework to a three-tier structure, pursuant to which the holders of the Class A-1 Special Voting
Share and the Series A-2 Preferred Shares, voting together as a single class, will be entitled to appoint up to three directors when their
aggregate voting power is at or above 11.1% of the total voting power of the Company, two directors when such aggregate voting power is
at or above 7.05% but below 11.1% of the total voting power of the Company, and one director when such voting power is at or above 3.0%
but below 7.05% of the total voting power of the Company, in each case out of a nine-member board, with no special board designation rights
below 3.0%.
The issuance
of the securities under such transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering and in an offshore
transaction in reliance upon Regulation S under the Securities Act.
INDEX TO EXHIBITS
|
Exhibit
Number |
|
Exhibit Title |
| 10.1 |
|
Convertible Note Purchase Agreement |
| 99.1 |
|
Press Release |
| 99.2 |
|
Biographical Information of the New Director and CEO |
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: June 9, 2026
Exhibit 99.1
Tims China Announces
Appointment of Mr. Kwok Wah Cheung as Chief Executive Officer and Issuance of Additional Senior Secured Convertible Notes
Leadership Changes
SHANGHAI and NEW
YORK, June 9, 2026 (GLOBE NEWSWIRE) -- TH International Limited (Nasdaq: THCH), the parent company of the exclusive master
franchisees of Tim Hortons coffee shops in China (“Tims China” or the “Company”), today announced that its
Board of Directors (the “Board”) has appointed Mr. Kwok Wah Cheung as the Company’s Chief Executive Officer
(“CEO”) effective June 15, 2026, as part of its ongoing succession planning process.
Concurrently, Mr. Yongchen
Lu will step down as CEO and assume the role of Chairman of the Company. In addition, the Company’s current Chairman of the Company,
Mr. Peter Yu, will step down from such position but will remain as a director.
Mr. Cheung brings
over 20 years of experience as a chief executive and president of major consumer businesses in China. He served as Chief Executive
Officer of Supor, a leading Chinese manufacturer of cookware and household appliances. Prior to that, he served as Executive
Director of China Feihe Limited, one of China’s foremost dairy companies, and Chairman & Chief Executive Officer of
Nestle’s Greater China Region, and Global President of Wyeth Nutrition. Earlier in his career, Mr. Cheung held senior roles at The
Coca-Cola Company and Procter & Gamble. He has spent the majority of his career in China since 2000 and brings deep experience
in brand building, consumer insights, and operational excellence in the Chinese market.
The Board extends its
sincere appreciation to Mr. Yu and Mr. Lu for their invaluable guidance, strategic vision and strong execution over the past eight years.
Their private equity expertise, cross-border investment experience, long-term value creation mindset and deep understanding in the consumer
segment were instrumental in shaping the overall strategy and building the Tim Hortons brand in mainland China. Under their leadership,
the Company opened its first store in 2019 and grew to 1,026 system-wide stores across 93 cities in mainland China by the end of March 2026.
At the same time, the Company formed and nurtured a loyalty club community that now totals over 35 million members, while establishing
the four fundamental cornerstones of the Company – true local relevance, continuous innovation, genuine community, and absolute
convenience – that differentiate the brand in China’s highly competitive coffee market. The Board and the Company are grateful
for Mr. Yu and Mr. Lu’s personal dedication, strategic foresight, and foundational contributions that positioned the Company for
sustainable long-term growth.
Mr. Lu, as Chairman of
the Company, will work closely with Mr. Cheung to ensure a smooth transition and continue to provide value to our stakeholders, including
our business partners and shareholders. “I am honored to take on the role of Chairman,” said Mr. Yongchen Lu, “I remain
as engaged and committed to the Company’s long-term success as ever and I am excited to work with Mr. Cheung to drive the next phase
of growth for Tims China.”
As the new CEO, Mr. Cheung
will be responsible for the overall operations of the Group and the implementation of the Board’s strategies and policies. Drawing
on the strong foundation built by Mr. Yu and Mr. Lu, he will focus on accelerating existing strategies of deepening localization, continuous
innovation, expanding our genuine community, and offering greater convenience through optimized store formats, digital, and delivery.
Issuance of Additional
Senior Secured Convertible Notes
In addition to these
leadership changes, the Company today announced that it has entered into a definitive agreement with Tim Hortons Restaurants International
GmbH (“THRI”), for the issuance of additional senior secured convertible notes (“Additional Notes”) in an aggregate
principal amount of up to US$55.0 million, which will be consolidated and form a single series with, and rank pari passu with the
existing US$89.9 million floating rate senior secured convertible notes due 2029 issued by the Company on December 2, 2025 (the “Original
Notes”, together with the “Additional Notes”, the “Notes”).
The Additional Notes
are to be issued pursuant to the indenture dated December 2, 2025 governing the Notes, and will have the same terms as the Original Notes,
including interest rate, conversion price and maturity date, security package and covenant terms.
The Company will use
part of the proceeds from the issuance of the Additional Notes for further expansion of its store network and funding the working capital
and operating expenditure requirements of the Company and its subsidiaries.
The transaction
will be executed in four separate tranches, with the initial tranche of up to $15.8 million to be issued in the third quarter of
2026 and the final tranche expected in the first quarter of 2027. Each tranche remains subject to customary and other closing
conditions, including required regulatory approvals in China and certain business performance milestone conditions.
Additional Information
Further details of these
transactions will be provided in a Form 6-K to be filed with the U.S. Securities and Exchange Commission (SEC) and available on the SEC’s
website by June 9, 2026.
FORWARD-LOOKING STATEMENTS
Certain statements in this press 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, successfully complete the issuance of the Additional Notes, 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.
ABOUT TH INTERNATIONAL LIMITED
TH International Limited (Nasdaq: THCH)
(“Tims China” or the “Company”) is the parent company of the exclusive master franchisees of Tim Hortons
coffee shops in mainland China, Hong Kong and Macau.
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.
IMPORTANT NOTICE REGARDING THE TIM HORTONS®
BRAND
The TIM HORTONS® brand and related trademarks
is used by Tims China pursuant to a franchise agreement with Tim Hortons Restaurants International GmbH and its affiliates (collectively,
the “Identified Persons”). The Identified Persons are entities entirely separate and distinct from Tims China and its subsidiaries
(the “Group”). No Identified Persons exercises any control over the business, operations, finances or management of the Group,
and no Identified Person is responsible for any obligations or liabilities of the Group.
INVESTOR AND MEDIA CONTACTS
Investor Relations
IR@timschina.com
Public and Media Relations
Patty Yu
Patty.Yu@timschina.com
Exhibit 99.2
Mr. Kwok Wah Cheung has been appointed as Chief Executive Officer
of TH International Limited. Mr. Cheung brings over 20 years of experience as a Chief Executive Officer and President of leading consumer
companies in China and across Asia, with the majority of his career spent in the China market since 2000.
Prior to this appointment, Mr. Cheung had served as Chairman and Chief
Executive Officer of Nestlé Greater China, where he led the successful integration of a major acquisitions into the Nestle China
business. He helped turn around and grow the Nestle’s Wyeth nutrition to over USD 1 billion revenue by 2014. More recently until 2025,
he served as Chief Executive Officer of Zhejiang Supor Co., Ltd., one of China’s leading manufacturers of cookware and household appliances,
managing a revenue of more than RMB20 billion and market capitalization approximately RMB 40 billion. Earlier in his career, Mr. Cheung
held senior commercial roles at Procter & Gamble and Coca-Cola, where he developed expertise in brand building and consumer insights
across China. He currently serves as Non-Executive Director of China Feihe Limited and Independent Non-Executive Director of Tate &
Lyle PLC. Mr. Cheung is known for his track record in building brands and operational excellence in the Chinese market.
Mr. Lucas Alperi has been appointed as a member of the Board
of Directors of TH International Limited. Mr. Alperi is Vice President, Emerging Business International at Restaurant Brands International
(“RBI”), one of the world’s largest quick service restaurant companies with nearly USD 48 billion in annual system-wide sales
and roughly 33,000 restaurants across more than 120 countries. In this role, he oversees Tim Hortons and Firehouse Subs international
operations across Asia Pacific, Europe, the Middle East, and Latin America.
Prior to this appointment, Mr. Alperi served
as General Manager of Burger King EMEA, where he led the brand across Iberia, the United Kingdom, Türkiye, the Middle East, and
Africa. He joined RBI in 2018 following an MBA at INSEAD, and has held a range of senior roles across finance, franchising, corporate
development, and general management over more than seven years with the company.
