SecProbe.io

September 23, 2024
Dong Li
Chief Financial Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China 200003
Re:TH International Limited
Form 20-F for Fiscal Year Ended December 31, 2023
Form 6-K Furnished August 29, 2024
File No. 001-41516
Dear Dong Li:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Company-Operated Store Costs and Expenses, page 69
A significant portion of your company-operated store costs and expenses disclosure is
dedicated to stating, in narrative text form, dollar changes in accounts disclosed in the
table on the preceding page. In addition, while you discuss certain factors to which
changes are attributable, you do not quantify certain of these factors.  For example, you
state payroll and employee benefits increased primarily due to increased headcount of
your store operations, but you do not quantify this factor nor analyze the underlying
reasons for the change in payroll and employee benefits decreasing as a percent of total
revenues. As such, please consider revising this section by:

•separately discussing and analyzing each expense line item;
•relying on tables to present dollar and percentage changes in accounts, rather than
including and repeating such information in narrative text form;1.

September 23, 2024
Page 2
•listing and quantifying all of the material individual factors to which changes in
accounts are attributable in the narrative text portion of the disclosure and
providing analysis of the underlying reasons for the individual factors; and
•quantifying the effects of changes in price, volume, and new lines of business on the
expense line items, where appropriate.
General and Administrative Expenses, page 69
2.Please revise to quantify factors to which changes are attributed.
Item 5 - Operating and Financial Review and Prospects
Results of Operations
Revenues, page 69
3.Please quantify material factors to which changes are attributed and the impacts of
changes in price, volume, and new lines of business on your results of operations. For
example, you disclose company owned and operated stores revenue increased due to store
count, number of days open, and same-store sales growth, but do not quantify the effects
of these factors on revenue.
Non-GAAP Financial Measures, page 73
4.Please explain why you believe it is appropriate to adjust for store pre-opening expenses
in the non-GAAP measures Adjusted Corporate EBITDA (and margin), Adjusted Net
Loss (and margin), and Adjusted basic and diluted net loss per Ordinary Share. Refer to
Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
5.With regard to Adjusted Store EBITDA (and margin), please revise to reconcile from the
most directly comparable GAAP measure, which appears to be GAAP operating profit or
loss.  To avoid the impression that this restaurant-level profit (loss) measure is a
company-wide measure of performance, please  discontinue the use of the term
"EBITDA" in its title.
Form 6-K Furnished August 29, 2024
Exhibit 99.1 - Earnings Release
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024, page 11
6.We note the disclosure on page 77 of your Form 20-F for fiscal year ended December 31,
2023 that the holder of each convertible note has the right, after June 10, 2025, to require
you to repurchase all of such holder’s Notes at a repurchase price equal to the principal
amount of such Note plus accrued and unpaid interest thereon to, but excluding, the
repurchase date.  Please tell us your basis in GAAP for classifying the convertible notes as
non-current liabilities as of June 30, 2024.

September 23, 2024
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services