SecProbe.io

CORRESP
 1
 filename1.htm

 March 27, 2026

 VIA EDGAR

 Scott Anderegg

 Division of Corporation Finance

 Office of

 Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 TH International Limited (CIK: 0001877333)
Registration Statement on Form F-3 (File No. 333-294688)

 Dear Mr. Scott,

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, TH International Limited (the " Company ")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the " Registration Statement ")
be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on March 31, 2026, or as soon thereafter
as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change ,
in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance
with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
Han Kun Law Offices LLP.

 The
Company hereby acknowledges the following:

 ● should
the Commission or the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission "),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 ● the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Please
direct any questions regarding the foregoing to Steve Lin at steve.lin@hankunlaw.com, +8610 8524 5826 (work) or +86 186 1049 5593 (cell)
of Han Kun Law Offices LLP, U.S. counsel to the Company.

 [ Signature page follows ]

 Yours sincerely,

 TH International Limited

 By:
 /s/ Yongchen Lu

 Name:
 Yongchen Lu

 Title:
 Chief Executive Officer and Director

 [ Signature Page to Issuer Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2026

Yongchen Lu
Chief Executive Officer
TH International Ltd
702 Central Plaza
227 Huangpi North Road
Shanghai, People s Republic of China, 200003

 Re: TH International Ltd
 Draft Registration Statement on Form F-3
 Submitted on March 23, 2026
 CIK No. 0001877333
Dear Yongchen Lu:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

November 15, 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
File No. 001-41516
Dear Dong Li:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

TH International Limited

2501 Central Plaza

227 Huangpi North Road

Shanghai, People’s
Republic of China, 200003

November 4, 2024

VIA CORRESPONDENCE

Robert Shapiro

Lyn Shenk

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    TH International Limited

    Response to the Staff’s Comments on Form 20-F for the Fiscal
    Year Ended December 31, 2023 and Form 6-K Furnished August 29, 2024, File No. 001-41516

Dear Mr. Shapiro and Mr. Shenk:

TH International Limited (the “Company”),
a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), are submitting to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 23, 2024
regarding the above-referenced Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”) and
the Form 6-K Furnished August 29, 2024 (the “Form 6-K”), File No. 001-41516.

The Staff’s comments are repeated below
in bold and followed by the Company’s response. Capitalized terms used herein and otherwise not defined shall have the meanings
assigned to such terms in the Form 20-F and Form 6-K.

Form 20-F for Fiscal Year Ended

December 31,
2023 Company-Operated

Store Costs and Expenses, page 69

 1. 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;

 ● 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.

Response: In
response to the Staff’s comments, the Company has proposed to add below quantifying analysis on individual factors and to revise
the disclosure of company-operated store costs and expenses on page 69 of the Form 20-F:

Food and packaging:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Food and packaging
      493,198
      314,550
      178,648
      56.8 %

    As a percentage of company-owned store revenues
      35.1 %
      33.5 %
      N/A
      156 bps (1)

The food and packaging costs impacts for the year-over-year comparison,
in thousands of RMB and basis points (as a percentage of current year company-owned store revenues), were driven by the following:

    in thousands
 of RMB

    Ingredient costs
      172,107

    Freight
      6,541

    Total Change
      178,648

Store rental expenses:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Store rental expenses
      295,757
      236,838
      58,919
      24.9 %

    As a percentage of company-owned store revenues
      21.0 %
      25.2 %
      N/A
      (420) bps (1)

    2

The store rental expenses impacts for the year-over-year comparison,
in thousands of RMB and basis points (as a percentage of current year company-owned store revenues), were driven by the following:

    in thousands
 of RMB

    Store days(2)
      110,386

    Pricing impacts(3)
      (51,467 )

    Total Change
      58,919

Payroll and employee benefits:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Payroll and employee benefits
      310,719
      268,857
      41,862
      15.6 %

    As a percentage of company-owned store revenues
      22.1 %
      28.7 %
      N/A
      (655) bps (1)

The payroll and employee benefits impacts for the year-over-year comparison,
in thousands of RMB and basis points (as a percentage of current year company-owned store revenues), were driven by the following:

    in thousands
 of RMB

    Store managers
      23,397

    Full-time store employees(4)
      (38,738 )

    Part-time store employees(4)
      57,203

    Total Change
      41,862

Delivery costs:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Delivery costs
      116,960
      73,616
      43,344
      58.9 %

    As a percentage of company-owned store revenues
      8.3 %
      7.8 %
      N/A
      47 bps (1)

The delivery costs impacts for the year-over-year comparison, in thousands
of RMB and basis points (as a percentage of current year company-owned store revenues), were driven by the following:

    in thousands
 of RMB

    Number of delivery orders
      54,023

    Pricing impacts
      (10,679 )

    Total Change
      43,344

    3

Other operating expenses:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Other operating expenses
      121,417
      107,770
      13,647
      12.7 %

    As a percentage of company-owned store revenues
      8.6 %
      11.5 %
      N/A
      (285) bps (1)

The other operating expenses impacts for the year-over-year comparison,
in thousands of RMB and basis points (as a percentage of current year company-owned store revenues), were driven by the following:

    in thousands
 of RMB

    Utilities
      12,476

    Operating material
      1,761

    Maintenance costs
      1,439

    Others
      (2,029 )

    Total Change
      13,647

Store depreciation and amortization:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    Store depreciation and amortization
      139,612
      118,659
      20,953
      17.7 %

    As a percentage of company-owned store revenues
      9.9 %
      12.6 %
      N/A
      (271) bps (1)

The increase in store depreciation and amortization was primarily driven
by the net opening of 82 company owned and operated stores during 2023.

Notes

1 Basis points which is used to express differences in rates.
One basis point is the equivalent of 1/100 of one percent.

2 Store days represents cumulative store operating days during
the specific period. The increase was primarily driven by the net opening of 82 company owned and operated stores during 2023.

3 Pricing impacts were mostly because of decreased rental rate
as a result of market price changes and certain rent concessions that we received during 2023.

4 The changes were primarily due to the shift in employee structure
from full-time store employees to part-time store employees.

    4

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

Response: In
response to the Staff’s comments, the Company has proposed to add below quantify factors and to revise the disclosure of general
and administrative expenses on page 69 of the Form 20-F:

General and administrative expenses:

    Year Ended December 31,

    2023
    2022
    2023 vs 2022

    (in thousands of RMB, except for percentages and bps)

    General and administrative expenses
      343,623
      289,544
      54,079
      18.7 %

    As a percentage of total revenues
      21.8 %
      28.6 %
      N/A
      (683) bps (1)

Our general and administrative expenses increased by 18.7% from RMB289.5
million in 2022 to RMB343.6 million (US$48.4 million) in 2023, primarily due to:

 ● RMB5.3
                                            million increase in payroll and employee benefits as a result of growing headcount from 446
                                            at end of December 2022 to 483 at end of December 2023;

 ● RMB23.7
                                            million increase in share-based compensation expenses;

 ● RMB12.5
                                            million incurrence in impairment losses of rental deposits as a result of store closures;

 ● RMB22.1
                                            million increase of professional fees related to our financing programs; and

 ● RMB9.5million
                                            decrease in other professional fees and other miscellaneous expenses.

Note

1 Basis points which is used to express differences in rates.
One basis point is the equivalent of 1/100 of one percent.

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.

Response:
In response to the Staff’s comments, the Company respectfully confirms that it will add a quantitative
analysis on the company owned and operated store revenues based on factors attributable to changes in price, volume, and new lines of
business etc. in related disclosures going forward. The Company also proposed to make below new disclosure on the year-over-year growth
of revenues from company owned and operated stores in 2023 on page 69 of the Form 20-F:

Our revenues from company owned and operated stores were
RMB1,405.4 million (US$197.9 million) in 2023, compared to RMB938.1 million in 2022, representing a 49.8% year-over-year growth. The growth
was mainly attributable to an 82.5% increase in number of orders from 28.5 million in 2022 to 52.0 million in 2023, offset by a 17.9%
decrease in average ticket size from RMB32.92 in 2022 to RMB27.03 in 2023.

    5

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.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that the store
pre-opening expenses primarily consist of the non-cash rental expenses recognized during the rent-free store pre-opening period under
U.S. GAAP, as well as labor and material costs incurred during the store pre-opening period, and that this non-cash rental adjustment
as well as adjustment for labor and material costs incurred during the store pre-opening period provides management and investors with
a more meaningful and reliable presentation about the performance of the Company’s revenue-generating activities and the profitability
of its operations, therefore enhancing the comparability of the Company’s results of operations from period to period. Therefore,
the Company believes that is not substituting an individually tailored recognition and measurement method for a GAAP measure and that
the current presentation is in compliance with Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.

However, in light of the Staff’s comments, the Company
will no longer adjust store pre-opening expenses in these non-GAAP measures going forward.

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.

Response:
In response to the Staff’s comments, the Company respectfully advises that current Adjusted Store
EBITDA (and margin) reconciliation is based on its most directly comparable GAAP measure, i.e., fully-burdened gross profit prepared in
accordance with GAAP, as per the Staff’s Comment Letter dated January 5, 2022. The Company respectfully confirms that fully-burdened
gross profit equals to GAAP operating profit or loss for company owned and operated stores. The Company also respectfully proposed to
use “Company owned and operated store contribution” to replace “adjusted store EBITDA” going forward to avoid
the impression that this restaurant-level profit (loss) measure is a company-wide measure of performance.

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

Response:
In response to the Staff’s comments, the Company respectfully confirms that the convertible notes
shall be classified as current liabilities as of June 30, 2024, and the Company will rectify related disclosure going forward.

***

    6

If you have any additional questions regarding
the Form 20-F, please contact the undersigned at albert.li@timschina.com, or our U.S. counsel, Steve Lin at steve.lin@hankunlaw.com or
86 10 8524 5826 of Han Kun Law Offices. Thank you.

    Very truly yours,

    By:
    /s/ Dong Li

    Name:
    Dong Li

    Title:
    Chief Financial Officer

    7

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

CORRESP
1
filename1.htm

TH International Limited

2501 Central Plaza

227 Huangpi North Road

Shanghai, People’s Republic of China,
200003

VIA EDGAR

December 21, 2022

Brian Fetterolf

Lilyanna Peyser

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TH International Limited

Registration Statement on Form F-1 (File No.: 333-267864)

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TH International Limited (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated
to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on December 22, 2022, or as soon thereafter as
practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such
Registration Statement be declared effective.

Please contact Steve Lin of Kirkland &
Ellis LLP at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell) as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

[Signature page follows]

    Very truly yours,

    TH International Limited

    By:
    /s/ Gregory Armstrong

    Name:
    GREGORY ARMSTRONG

    Title:
    Director

CORRESP
1
filename1.htm

    29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编
    100004

    总机:
    +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

    Steve Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

December 12, 2022

CONFIDENTIAL

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       TH International Ltd

Amendment No. 1 to Registration Statement on Form F-1

Filed November 17, 2022

File No. 333-267864

Dear Mr. Fetterolf and Ms. Peyser:

On behalf of our client, TH
International Limited (the “Company”), a foreign private issuer incorporated under the laws of the Cayman Islands,
we are submitting to the staff of the Securities and Exchange Commission (the “Commission”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter dated December 6, 2022, on the Company’s
Registration Statement on Form F-1 publicly filed on November 17, 2022 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is filing its revised Registration Statement on Form F-1 (the “Revised Registration
Statement”) and certain exhibits thereto via EDGAR to the Commission for review. Simultaneously with the filing via EDGAR,
the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement, marked
to show changes to the Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration
Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set
forth in the Revised Registration Statement.

    责任有限合伙  非中国执业律师 • Licensed foreign lawyers only

    Austin Bay Area Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

December 12, 2022

Amendment No. 1 to Registration Statement on Form
F-1 filed November 17, 2022

Cover Page

 1. We note your response to comment 1, as well as your revised disclosure in
                                                                                                                                  the summary and risk factors. Please disclose here the "effective subscription price of the ESA Shares" as of the most recent practicable trading date,
as you do on page 15. Additionally, please disclose here that (i) THIL may be required to pay the ESA Investors the applicable reference
period payments and (ii) the ESA Investors have the right, but not the obligation, to accelerate such payments if the VWAP price is "less
than $5.00 for any 10 VWAP Trading Days (whether or not consecutive) during any consecutive 15 VWAP Trading Day period," and disclose
whether that is "currently the case," as you do on page 14.

In response to the Staff’s
comments, the Company has revised the disclosure on the cover page of the Revised Registration Statement.

 2. We note your response to comment 3, as well as your revised disclosure that
the sponsor purchased its private placement warrants for a total consideration of $8,900,000. Please disclose the price paid per sponsor
warrant, and also revise to disclose the price paid per PIPE warrant.

In response to the Staff’s
comments, the Company has revised the disclosure on the cover page of the Revised Registration Statement.

General

 3. To the extent applicable, please revise your prospectus in response to any relevant
comments to your Form F-1 filed November 17, 2022, File No. 333-268449.

The Company acknowledges the Staff’s
comments and confirms that no revision is required.

If you have any questions regarding
the Revised Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell). Questions
pertaining to auditing matters may be directed to the following partner at KPMG Huazhen LLP.

Thank you for your time and
attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosures

    c.c.
    Lu Yongchen, Chief Executive Officer

    Dong Li, Chief Financial Officer

    Linda Zhao, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
December 6, 2022
Yongchen Lu
Chief Executive Officer and Director
TH International Ltd
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 17, 2022
File No. 333-267864
Dear Yongchen Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 9, 2022 letter.

Amendment No. 1 to Registration Statement on Form F-1 filed November 17, 2022
Cover Page
1.We note your response to comment 1, as well as your revised disclosure in the summary
and risk factors.  Please disclose here the "effective subscription price of the ESA Shares"
as of the most recent practicable trading date, as you do on page 15.  Additionally, please
disclose here that (i) THIL may be required to pay the ESA Investors the applicable
reference period payments and (ii) the ESA Investors have the right, but not the
obligation, to accelerate such payments if the VWAP price is "less than $5.00 for any 10

 FirstName LastNameYongchen Lu
 Comapany NameTH International Ltd
 December 6, 2022 Page 2
 FirstName LastName
Yongchen Lu
TH International Ltd
December 6, 2022
Page 2
VWAP Trading Days (whether or not consecutive) during any consecutive 15 VWAP
Trading Day period," and disclose whether that is "currently the case," as you do on page
14.
2.We note your response to comment 3, as well as your revised disclosure that the sponsor
purchased its private placement warrants for a total consideration of $8,900,000.  Please
disclose the price paid per sponsor warrant, and also revise to disclose the price paid per
PIPE warrant.
General
3.To the extent applicable, please revise your prospectus in response to any relevant
comments to your Form F-1 filed November 17, 2022, File No. 333-268449.
            You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

                           29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编 100004

    总机: +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

    Steve Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

November 17,
2022

CONFIDENTIAL

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TH
    International Limited

    Registration Statement on Form F-1

    Filed
    October 13, 2022

    File
    No. 333-267864

Dear Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 9,
2022, on the Company’s Registration Statement on Form F-1 publicly filed on October 13, 2022 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing its revised Registration Statement
on Form F-1 (the “Revised Registration Statement”) and certain exhibits thereto via EDGAR to the Commission
for review. Simultaneously with the filing via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of
this letter and the Revised Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of
the filed exhibits.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Revised Registration Statement.

    责任有限合伙  非中国执业律师
     • Licensed foreign lawyers only

    Austin   
    Bay Area    Boston    Brussels    Chicago    Dallas    Hong Kong
       Houston    London    Los Angeles    Munich    New York    Paris
       Salt Lake City    Shanghai    Washington, D.C.

    November 17,
2022

Registration Statement on Form F-l filed October 13,
2022

Cover Page

 1. We
                                            note your disclosure that the ESA investors purchased their applicable portion of the 5,000,000
                                            ordinary shares to be registered for resale at a price of $10.00 per share. We also note
                                            that you paid such investors an option premium of $500,000, and that the governing equity
                                            support agreement with Shaolin Capital Management LLC provides that you will pay the applicable
                                            investors an amount that adjusts if the VWAP falls below $10.40, $10.60 or $10.90, based
                                            on the applicable reference period following the closing date of the business combination.
                                            In connection therewith:

 • Please
                                            quantify the three applicable reference payments that may be due based on your recent trading
                                            prices, and also revise your disclosure to provide an estimate of the price paid per share
                                            after accounting for the option premium payment as well as the reference period payments
                                            (e.g., estimate the price paid per share by using recent trading prices as a proxy for the
                                            VWAP adjustments to illustrate how much the applicable investors paid after accounting for
                                            the anticipated amount that you may pay to each investor at the end of the applicable reference
                                            periods).

In
response to the Staff’s comments, the Company has revised the disclosure on pages 14, 15, 16, 47  and 48 of the Revised Registration
Statement.

 • We also note your disclosure that "the ESA Investors may experience a potential profit if the price of our Ordinary Shares
exceeds $10.00 per Ordinary Share." Please revise to also explain the circumstances upon which such investors may profit if the price
of the ordinary shares are below $10.00 per share.

In
response to the Staff’s comments, the Company has revised the disclosure on the cover page and pages 15 and 64 of the Revised
Registration Statement.

 • Revise your summary to discuss the risks that this agreement may pose to other holders if you are required to pay such reference
period amounts. For example, discuss how such payments would impact the cash you have available for other purposes and to execute your
business strategy and how your stock price/stock volatility might be affected. In revising your discussion, also disclose the related
risks of the convertible notes agreement, including the risk that you may be required to repurchase all of the applicable holders' notes.
Last, please include a standalone risk factor discussing such risks.

In response to the Staff’s comments, the Company has
revised the disclosure on pages 16, 17, 47, 48 and 49 of the Revised Registration Statement.

 2. We note your disclosure that you are registering for resale certain shares that "were acquired by Pangaea Two Acquisition
Holdings XXIIA Limited and Pangaea Two Acquisition Holdings XXIII, Ltd. for nominal consideration." Please revise to clarify
that Peter Yu is the controlling owner of these shares and disclose what the "nominal" consideration paid for such shares was,
to provide investors with a more complete picture of the offering.

In response to the Staff’s comments, the Company has
revised the disclosure on the cover page and pages 13 and 66 the Revised Registration Statement.

 3. We note your disclosure that you are registering the shares issuable upon exercise of the sponsor warrants, and you state that
the sponsor purchased such warrants "for a total consideration of $9,400,000 in a private placement concurrent with the initial public
offering of Silver Crest." Please disclose the price paid per warrant, and also reconcile with your disclosure in the Form 8-K
of Silver Crest Acquisition Corp, filed January 20, 2021, which indicates that the total consideration in such private placement
was $8,900,000. Additionally, where you discuss the 5,050,000 ordinary shares issued to the PIPE investors at $10.00 per share, revise
to clarify that the sponsor purchased and is registering for resale 500,000 of such shares.

In response to the Staff’s comments, the Company has
revised the disclosure on the cover page of the Revised Registration Statement.

    November 17,
    2022

 4. We
                                            note your disclosure that the notes investors purchased an aggregate principal amount of
                                            $50 million notes for a purchase price of 98% of the principal amount thereof. Please disclose
                                            the conversion price per underlying share, which appears to be $11.50 according to your disclosure
                                            on page 101 per underlying share, as well as the purchase price per underlying share.

In response to the Staff’s comments, the Company has
revised the disclosure on the cover page of the Revised Registration Statement.

 5. We note that you propose registering the 4,450,000 and 1,200,000 ordinary shares issuable upon the exercise of the sponsor warrants
and the PIPE warrants, respectively, in both primary and resale offerings, thereby indicating that you intend to sell certain underlying
shares pursuant to Section 5 of the Securities Act and/or pursuant to an exemption(s) from Section 5 of the Securities
Act. Please tell us why you are proposing to offer the same securities pursuant to two separate types of issuances/offerings and provide
us with your analysis as to how this complies with the Securities Act and the rules and regulations promulgated thereunder.

In response to the Staff’s comments, the Company
respectfully advises the Staff that the registration of the ordinary shares issuable upon the exercise of the warrants currently
held by the sponsor and the PIPE investors in both the primary and resale offerings is necessary because such shares could
potentially be issued by the Company to holders other than the sponsor and the PIPE investors after the warrants are sold by the
sponsor and/or the PIPE investors into the public market.

Recent Development page 12

 6. Please summarize the option agreement, dated August 19, 2022, as you are registering the resale of 200,000 shares in connection
therewith.

In response to the Staff’s comments, the Company has
revised the disclosure on page 17 of the Revised Registration Statement.

Use of Proceeds, page 68

 7. We note your disclosure on pages 20 and 21 that "[t]he likelihood that warrant holders will exercise the Warrants
and any cash proceeds that we would receive is dependent upon the market price of our Ordinary Shares" and " [i]f the market
price for our Ordinary Shares is less than $11.50 per share, we believe warrant holders will be unlikely to exercise their Warrants."
Please revise to disclose this here when discussing the warrants. Additionally, in your section entitled "Liquidity and Capital Resources"
beginning on page 101, to the extent that your warrants are out-of-the-money, please describe how this impacts your liquidity and
update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

In response to the Staff’s comments, the Company has
revised the disclosure on pages 73 and 106 of the Revised Registration Statement.

    November 17,
    2022

Management's Discussion and Analysis of Financial Condition and
Results of Operations Liquidity and Capital Resources, page 101

 8. We note that the projected total revenue from your company owned and operated stores for 2022 was $244.6 million, as set forth
in the unaudited prospective financial information management prepared and provided to the board in connection with the evaluation of
the business combination. To the extent material, please update your disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated information about the company’s financial position and further risks to the business operations and liquidity, including
whether you will meet your 2022 revenue projections. In this regard, it appears that your total 2022 revenue as of June 30, 2022
was $60.295 million, according to your disclosure on page 89.

In response to the Staff’s comments, the Company
respectfully advises the Staff that the current disclosure under “Liquidity and Capital Resources” and elsewhere in the
Revised Registration Statement with respect to the Company’s liquidity and capital resources is sufficiently up to date. As
stated in the Company’s registration statement on the Form F-4 (Registration No. 333-259743), the revenue projection
included therein was not prepared with a view toward public disclosure and should not be relied on as “guidance” for
investment decision, and the Company undertakes no obligation to update or otherwise revise or reconcile the projection to reflect
circumstances existing since April 2021, which was when the projection was generated.

Exhibit Index, page II-3

 9. Please file the option agreement, dated August 19, 2022, as well as the executed convertible note purchase agreement(s) with
Sona Credit Master Fund Limited and Sunrise Partners Limited Partnership, as we note that it appears you have only submitted the form
of such agreement as exhibit 10.12.

In response to the Staff’s comments, the Company has
filed the option agreement and the executed convertible note purchase agreements as exhibits to the Revised Registration Statement.

If you have any questions regarding the Revised
Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell). Questions pertaining
to auditing matters may be directed to the following partner at KPMG Huazhen LLP.

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosures

    c.c.
    Lu Yongchen, Chief Executive Officer

    Dong Li, Chief Financial Officer

    Linda Zhao, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
November 9, 2022
Yongchen Lu
Chief Executive Officer and Director
TH International Ltd
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Ltd
Registration Statement on Form F-1
Filed October 13, 2022
File No. 333-267864
Dear Yongchen Lu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form F-1 filed October 13, 2022
Cover Page
1.We note your disclosure that the ESA investors purchased their applicable portion of the
5,000,000 ordinary shares to be registered for resale at a price of $10.00 per share.  We
also note that you paid such investors an option premium of $500,000, and that the
governing equity support agreement with Shaolin Capital Management LLC provides that
you will pay the applicable investors an amount that adjusts if the VWAP falls below
$10.40, $10.60 or $10.90, based on the applicable reference period following the closing
date of the business combination.  In connection therewith:

 FirstName LastNameYongchen Lu
 Comapany NameTH International Ltd
 November 9, 2022 Page 2
 FirstName LastNameYongchen Lu
TH International Ltd
November 9, 2022
Page 2

•Please quantify the three applicable reference payments that may be due based on
your recent trading prices, and also revise your disclosure to provide an estimate of
the price paid per share after accounting for the option premium payment as well as
the reference period payments (e.g., estimate the price paid per share by using recent
trading prices as a proxy for the VWAP adjustments to illustrate how much the
applicable investors paid after accounting for the anticipated amount that you may
pay to each investor at the end of the applicable reference periods).

•We also note your disclosure that "the ESA Investors may experience a potential
profit if the price of our Ordinary Shares exceeds $10.00 per Ordinary Share."  Please
revise to also explain the circumstances upon which such investors may profit if the
price of the ordinary shares are below $10.00 per share.

•Revise your summary to discuss the risks that this agreement may pose to other
holders if you are required to pay such reference period amounts. For example,
discuss how such payments would impact the cash you have available for other
purposes and to execute your business strategy and how your stock price/stock
volatility might be affected.  In revising your discussion, also disclose the related
risks of the convertible notes agreement, including the risk that you may be required
to repurchase all of the applicable holders' notes.  Last, please include a standalone
risk factor discussing such risks.
2.We note your disclosure that you are registering for resale certain shares that "were
acquired by Pangaea Two Acquisition Holdings XXIIA Limited and Pangaea Two
Acquisition Holdings XXIII, Ltd. for nominal consideration."  Please revise to clarify that
Peter Yu is the controlling owner of these shares and disclose what the "nominal"
consideration paid for such shares was, to provide investors with a more complete picture
of the offering.
3.We note your disclosure that you are registering the shares issuable upon exercise of the
sponsor warrants, and you state that the sponsor purchased such warrants "for a total
consideration of $9,400,000 in a private placement concurrent with the initial public
offering of Silver Crest."  Please disclose the price paid per warrant, and also reconcile
with your disclosure in the Form 8-K of Silver Crest Acquisition Corp. filed January 20,
2021, which indicates that the total consideration in such private placement was
$8,900,000.  Additionally, where you discuss the 5,050,000 ordinary shares issued to the
PIPE investors at $10.00 per share, revise to clarify that the sponsor purchased and is
registering for resale 500,000 of such shares.
4.We note your disclosure that the notes investors purchased an aggregate principal amount
of $50 million notes for a purchase price of 98% of the principal amount thereof.  Please
disclose the conversion price per underlying share, which appears to be $11.50 according
to your disclosure on page 101 per underlying share, as well as the purchase price per
underlying share.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Ltd
 November 9, 2022 Page 3
 FirstName LastNameYongchen Lu
TH International Ltd
November 9, 2022
Page 3
5.We note that you propose registering the 4,450,000 and 1,200,000 ordinary shares
issuable upon the exercise of the sponsor warrants and the PIPE warrants, respectively, in
both primary and resale offerings, thereby indicating that you intend to sell certain
underlying shares pursuant to Section 5 of the Securities Act and/or pursuant to an
exemption(s) from Section 5 of the Securities Act.  Please tell us why you are proposing
to offer the same securities pursuant to two separate types of issuances/offerings and
provide us with your analysis as to how this complies with the Securities Act and the rules
and regulations promulgated thereunder.
Recent Development, page 12
6.Please summarize the option agreement, dated August 19, 2022, as you are registering the
resale of 200,000 shares in connection therewith.
Use of Proceeds, page 68
7.We note your disclosure on pages 20 and 21 that "[t]he likelihood that warrant holders
will exercise the Warrants and any cash proceeds that we would receive is dependent upon
the market price of our Ordinary Shares" and "[i]f the market price for our Ordinary
Shares is less than $11.50 per share, we believe warrant holders will be unlikely to
exercise their Warrants."  Please revise to disclose this here when discussing the
warrants.  Additionally, in your section entitled "Liquidity and Capital Resources"
beginning on page 101, to the extent that your warrants are out-of-the-money, please
describe how this impacts your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 101
8.We note that the projected total revenue from your company owned and operated
stores for 2022 was $244.6 million, as set forth in the unaudited prospective financial
information management prepared and provided to the board in connection with the
evaluation of the business combination.  To the extent material, please update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity, including whether you will meet your 2022 revenue projections.
In this regard, it appears that your total 2022 revenue as of June 30, 2022 was $60.295
million, according to your disclosure on page 89.
Exhibit Index, page II-3
9.Please file the option agreement, dated August 19, 2022, as well as the executed
convertible note purchase agreement(s) with Sona Credit Master Fund Limited and
Sunrise Partners Limited Partnership, as we note that it appears you have only submitted
the form of such agreement as exhibit 10.12.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Ltd
 November 9, 2022 Page 4
 FirstName LastName
Yongchen Lu
TH International Ltd
November 9, 2022
Page 4
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jesse Sheley

CORRESP
1
filename1.htm

TH International Limited

2501 Central Plaza

227 Huangpi North Road

Shanghai, People’s Republic of China,
200003

VIA EDGAR

July 18, 2022

Tatanisha Meadows

Adam Phippen

Brian Fetterolf

Lilyanna Peyser

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  TH International Limited

Registration Statement on Form F-4 (File No.: 333-259743)

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TH International Limited (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-4 (the “Registration Statement”) be accelerated
to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on July 20, 2022, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such Registration Statement
be declared effective..

Please contact Steve Lin of Kirkland & Ellis
LLP at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell) as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

[Signature page follows]

    Very truly yours,

    TH International Limited

    By:
    /s/ Paul Hong

    Name:
    PAUL HONG

    Title:
    Director

CORRESP
1
filename1.htm

29th Floor, China
World Office 2

No.1 Jian Guo Men Wai Avenue

Beijing 100004 P.R.C.

Telephone: +86 10 5737 9300
Steve Lin

Facsimile: +86 10 5737 9301004
To Call Writer Directly

+86 10 5737 9315

steve.lin@kirkland.com

中国北京建国门外大街1号

国贸写字楼2座29层

邮编100004

总机: +8610 5737 9300

传真: +8610 5737 9301

www.kirkland.com

July 13, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    TH International Limited

    Amendment No. 7 to Registration Statement on Form F-4

    Filed July 5, 2022

    File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 12, 2022,
on the Company’s revised Registration Statement on Form F-4 publicly filed on July 5, 2022, relating to a proposed business
combination (the “Registration Statement”). Concurrently with the submission of this letter, the Company is
filing its revised Registration Statement on Form F-4 (the “Revised Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously with the filing
via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement,
marked to show changes to the Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

责任有限合伙 非中国执业律师
• Licensed foreign lawyers only

Austin   Bay Area   Boston   Brussels   Chicago
Dallas   Hong Kong   Houston   London   Los Angeles   Munich   New York   Paris   Salt Lake City   Shanghai   Washington, D.C.

July 13, 2022

    Amendment No. 7 to Registration Statement on Form F-4 filed July
    5, 2022

    Risk Factors

    "The mutual termination of BofA Securities's engagements as
    a joint placement agent and financial advisor to THIL may indicate that . . . ", page 89

    1.
    We note your disclosure that the "termination of BofA Securities’s engagements as a joint placement agent and financial advisor to THIL may indicate that it is unwilling to be associated with the disclosure in this proxy statement/prospectus or the underlying business or financial analysis related to the Business Combination" (emphasis added), as well as additional instances of similar disclosure in which you discuss the termination / resignation of BofA Securities and UBS (for example, on pages xxii, 90, 91, 126 and 128). Please remove "may indicate" in each applicable instance to instead indicate that the applicable financial advisor "is unwilling" to be associated with the disclosure or underlying analysis.

    In response to the Staff’s comments, the Company has revised the disclosure on pages xxii, 89, 90, 91, 126 and 128 of the Revised Registration Statement.

    Termination of BofA Securities's Engagements, page 124

    2.
    We note your response to comment 1, as well as your deleted disclosure. In your discussion of how "BofA Securities has declined to provide the letter . . . ," you continue to refer to "disclosure with respect to THIL and Silver Crest’s understanding that a number of advisory firms, including BofA Securities, are generally seeking to withdraw from pending de-SPAC transactions due to the recent rule proposals by the SEC." As you have deleted the referenced disclosure, please also delete this description of such disclosure when discussing the letter request to both BofA Securities and to UBS. Please make conforming changes in your section entitled "Termination of UBS's Engagements" on page 128, as well as in your risk factors on pages 90 and 91.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 90, 91, 126 and 128 of the Revised Registration Statement.

If you have any questions regarding the Revised
Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell). Questions pertaining
to matters may be directed to the following partner at KPMG Huazhen LLP.

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

July 13, 2022

Enclosures

    c.c.
    Lu Yongchen, Chief Executive Officer

    Dong Li, Chief Financial Officer

    Linda Zhao, Partner, KPMG Huazhen LLP

    John Owen, Esq., Partner, Morrison & Foerster LLP

United States securities and exchange commission logo
July 12, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 7 to Registration Statement on Form F-4
Filed July 5, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 1, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-4 filed July 5, 2022
Risk Factors
"The mutual termination of BofA Securities's engagements as a joint placement agent and
financial advisor to THIL may indicate that . . . ", page 89
1.We note your disclosure that the "termination of BofA Securities’s engagements as a joint
placement agent and financial advisor to THIL may indicate that it is unwilling to be
associated with the disclosure in this proxy statement/prospectus or the underlying
business or financial analysis related to the Business Combination" (emphasis added), as
well as additional instances of similar disclosure in which you discuss the termination /
resignation of BofA Securities and UBS (for example, on pages xxii, 90, 91, 126 and

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 July 12, 2022 Page 2
 FirstName LastName
Yongchen Lu
TH International Limited
July 12, 2022
Page 2
128).  Please remove "may indicate" in each applicable instance to instead indicate that
the applicable financial advisor "is unwilling" to be associated with the disclosure or
underlying analysis.
Termination of BofA Securities's Engagements, page 124
2.We note your response to comment 1, as well as your deleted disclosure.  In your
discussion of how "BofA Securities has declined to provide the letter . . . ," you continue
to refer to "disclosure with respect to THIL and Silver Crest’s understanding that a
number of advisory firms, including BofA Securities, are generally seeking to withdraw
from pending de-SPAC transactions due to the recent rule proposals by the SEC."  As you
have deleted the referenced disclosure, please also delete this description of such
disclosure when discussing the letter request to both BofA Securities and to UBS.  Please
make conforming changes in your section entitled "Termination of UBS's
Engagements" on page 128, as well as in your risk factors on pages 90 and 91.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

CORRESP
1
filename1.htm

  29th Floor, China World Office 2

No.1 Jian Guo Men Wai Avenue

Beijing 100004 P.R.C.

Telephone: +86 10 5737 9300

Facsimile: +86 10 5737 9301004

中国北京建国门外大街1号

国贸写字楼2座29层

邮编
100004

总机:
+8610 5737 9300

传真: +8610 5737 9301

  Steve Lin

To Call Writer Directly

+86 10 5737 9315

steve.lin@kirkland.com

www.kirkland.com

July 5, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    TH International Limited

    Amendment No. 6 to Registration Statement on Form F-4

    Filed June 22, 2022

    File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 1, 2022,
on the Company’s revised Registration Statement on Form F-4 publicly filed on June 22, 2022, relating to a proposed business
combination (the “Registration Statement”). Concurrently with the submission of this letter, the Company is
filing its revised Registration Statement on Form F-4 (the “Revised Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously with the filing
via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement,
marked to show changes to the Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

责任有限合伙 非中国执业律师
 • Licensed foreign lawyers only

Austin Bay Area Boston Brussels Chicago Dallas Hong Kong
Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

July 5, 2022

    Amendment No. 6 to Registration Statement on Form F-4 filed June
    22, 2022

    Termination of BofA Securities's Engagements, page 124

        1.
    Please revise to provide a reasonable basis for your disclosure regarding the view of THIL's board and of Silver Crest's board that the terminations of the financial advisors' engagements was "part of a broader response to the proposed rules rather than as a reaction to a particular concern about the Business Combination." This language continues to be speculative and we note that neither adviser has "confirmed whether it agrees with the disclosure made in this proxy statement/prospectus relating to the termination." Alternatively, please remove such statements. In connection therewith, please revise to provide a further explanation as to why there was "no reason to discount any work or advice provided by" BofA Securities or UBS (e.g., explain the process by which the boards made such determinations after receiving the termination letters). Please make conforming changes in your section entitled "Termination of UBS's Engagements" on page 125, as well as in your risk factors on pages 89, 90 and 91.

    In response to the Staff’s comments, the Company has revised the disclosure on page 89, 91, 126 and 128 of the Revised Registration Statement.

    Termination of UBS's Engagements, page 125

       2.
    We note your disclosure that “[i]n a letter sent by representatives of UBS to Silver Crest on June 9, 2022, UBS waived its claim to the deferred underwriting commissions." Please disclose whether UBS provided you with any reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons why UBS was waiving deferred fees, despite already completing their services, please indicate so in your registration statement. Further, revise your risk factor disclosure to explicitly clarify that UBS has performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated, and address whether such fee waiver is unusual in nature and whether this impacted Silver Crest's evaluation of the business combination.

    In response to the Staff’s comments, the
    Company has revised the disclosure on pages xxii – xxiii, 90 and 127 of the Revised Registration Statement.

    Silver Crest's Management's Discussion and Analysis of Financial Condition and Results of Operations, page 202

       3.
    Please revise to also discuss results of operations and liquidity for the three months ended March 31, 2022.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 203-207 of the Revised Registration Statement.

    General

       4.
    In Exhibit 5.1, please revise to exclude THIL from your assumptions regarding "the authority of such persons signing" and the "due authorization, execution and delivery of all documents by the parties thereto."

    In response to the Staff’s comments, the Company has revised Exhibit 5.1 of the Revised Registration Statement to limit the nature
of the assumptions with respect to THIL.

July 5, 2022

If you have any questions regarding the Revised
Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell). Questions pertaining
to matters may be directed to the following partner at KPMG Huazhen LLP.

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosures

    c.c.
    Lu Yongchen, Chief Executive Officer

    Dong Li, Chief Financial Officer

    Linda Zhao, Partner, KPMG Huazhen LLP

    John Owen, Esq., Partner, Morrison & Foerster LLP

United States securities and exchange commission logo
July 1, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 6 to Registration Statement on Form F-4
Filed June 22, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 17, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-4 filed June 22, 2022
Termination of BofA Securities's Engagements, page 124
1.Please revise to provide a reasonable basis for your disclosure regarding the view of
THIL's board and of Silver Crest's board that the terminations of the financial
advisors' engagements was "part of a broader response to the proposed rules rather than as
a reaction to a particular concern about the Business Combination."  This language
continues to be speculative and we note that neither adviser has "confirmed whether it
agrees with the disclosure made in this proxy statement/prospectus relating to the
termination."  Alternatively, please remove such statements.  In connection therewith,
please revise to provide a further explanation as to why there was "no reason to discount

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 July 1, 2022 Page 2
 FirstName LastName
Yongchen Lu
TH International Limited
July 1, 2022
Page 2
any work or advice provided by" BofA Securities or UBS (e.g., explain the process by
which the boards made such determinations after receiving the termination letters).  Please
make conforming changes in your section entitled "Termination of UBS's
Engagements" on page 125, as well as in your risk factors on pages 89, 90 and 91.
Termination of UBS's Engagements, page 125
2.We note your disclosure that “[i]n a letter sent by representatives of UBS to Silver Crest
on June 9, 2022, UBS waived its claim to the deferred underwriting commissions."  Please
disclose whether UBS provided you with any reasons for the fee waiver. If there was no
dialogue and you did not seek out the reasons why UBS was waiving deferred fees,
despite already completing their services, please indicate so in your registration
statement.  Further, revise your risk factor disclosure to explicitly clarify that UBS has
performed all their obligations to obtain the fee and therefore is gratuitously waiving the
right to be compensated, and address whether such fee waiver is unusual in nature and
whether this impacted Silver Crest's evaluation of the business combination.
Silver Crest's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 202
3.Please revise to also discuss results of operations and liquidity for the three months ended
March 31, 2022.
General
4.In Exhibit 5.1, please revise to exclude THIL from your assumptions regarding "the
authority of such persons signing" and the "due authorization, execution and delivery of
all documents by the parties thereto."
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

CORRESP
1
filename1.htm

    29th Floor, China World
                           Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编 100004

    总机: +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

    Steve
                                            Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

June 22,
2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    TH International Limited

    Amendment No. 5 to Registration Statement on Form F-4

    Filed June 8, 2022

    File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 17,
2022, on the Company’s revised Registration Statement on Form F-4 publicly filed on June 8, 2022, relating to a proposed
business combination (the “Registration Statement”). Concurrently with the submission of this letter, the Company
is filing its revised Registration Statement on Form F-4 (the “Revised Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously with the filing
via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement,
marked to show changes to the Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

责任有限合伙  非中国执业律师
 • Licensed foreign lawyers only

Austin
Bay Area   Boston   Brussels   Chicago   Dallas   Hong Kong   Houston   London   Los Angeles   Munich   New York   Paris
   Salt Lake City   Shanghai   Washington, D.C.

June 22, 2022

    Amendment No. 5 to Registration
    Statement on Form F-4 filed June 8, 2022
 Selected Definitions, page v

    1.
    Please revise the definition of "PRC" so that it does not exclude Hong Kong and Macau.

    In response to the Staff’s comments, the Company has revised the disclosure on page v of the Revised Registration Statement.

    Termination of UBS’s Engagements, page 123

    2.
    We note your disclosure that "UBS has not confirmed whether it agrees with the disclosure made in this proxy statement/prospectus related to the termination and, therefore, there can be no assurances that UBS agrees with such disclosure, and no inference can be drawn to this effect." Please also provide us with a letter from UBS and its affiliates stating whether they agree with the statements made in your proxy statement/prospectus related to their resignation and, if not, stating the respects in which they do not agree. Please revise your disclosure accordingly to reflect whether you have discussed the disclosure with UBS, and if UBS does not respond, please revise your disclosure to indicate you have asked and not received a response.

    In response to the Staff’s comments, the Company
    has revised the disclosure on pages 91 and 127 of the Revised Registration Statement.

    3.
    Please tell us whether UBS was involved in the preparation of any disclosure that is included in the registration statement, or material underlying disclosure in the registration statement, including but not limited to the disclosure beginning on page 126 regarding the "relative valuation analysis" reviewed by Silver Crest’s board of directors and the related analysis of comparable publicly-traded companies that were "selected based on the professional judgment of Silver Crest’s management". If UBS was involved in preparing this disclosure, please clarify their involvement, whether they have retracted any work product associated with the transaction, and the risk of such withdrawal and reliance on their expertise, and please also revise your risk factor on page 88 to describe their role in connection with the preparation of the registration statement and the valuation of THIL. Last, please clarify whether UBS claims no role in the Silver Crest's business combination transaction. In this regard, we note your disclosure that "UBS will not be responsible for any portion of THIL’s registration statement on Form F-4 in connection with the Business Combination."

    In response to the Staff’s comments, the Company has revised the disclosure on pages 90, 126 and 127 of the Revised Registration Statement.

    4.
    Please disclose whether UBS assisted in the preparation or review of any materials reviewed by the Silver Crest board of directors or management as part of their services to Silver Crest, including the "benchmarking" guidance discussed on page 123, and disclose whether UBS has withdrawn its association with those materials and notified Silver Crest of such disassociation. With respect to any notifications to PIPE investors regarding the transaction, the "support in the assembly of materials included in the presentation to PIPE investors" as disclosed on page 123, as well as any other materials reviewed by PIPE investors, please also disclose the role played by UBS and discuss whether UBS has withdrawn its association with those materials and notified Silver Crest of such disassociation.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 90 and 126 of the Revised Registration Statement.

June 22, 2022

    Silver Crest's Board of Directors' Reasons for the Business Combination, page 124

    5.
    We note your responses to comments 16 and 17 as well as your amended disclosure on page 122 that BofA Securities organized and processed "publicly available market data with respect to sector-specific comparable companies for the preparation of certain valuation-related marketing materials that were presented to and reviewed by Silver Crest’s board of directors and management and PIPE investors." Please further revise to clarify the role of BofA Securities and its affiliates in preparing, presenting, analyzing and/or discussing the comparable companies and valuation-related analyses and materials. Please clarify what you mean by "valuation-related marketing materials." Please tell us in your response whether BofA Securities or any of its affiliates was involved in the preparation of any disclosure that is included in the registration statement or material underlying disclosure in the registration statement, revise to clarify who prepared the "financial projections provided by THIL’s management" and reviewed by Silver Crest's board, revise your risk factor on page 87 to describe the role of BofA Securities and its affiliates in connection with the preparation of the registration statement and the valuation of THIL, and revise your disclosure on page 122 to disclose whether BofA Securities or any of its affiliates has notified Silver Crest of the disassociation of the valuation-related materials.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 89, 124 and 128 of the Revised Registration Statement.

    6.
    We note your summary of the "relative valuation analysis reviewed by Silver Crest’s board of directors" that assesses comparable companies selected by Silver Crest's management. As your disclosure on page 122 indicates that such analyses were prepared by BofA Securities and included in the materials presented and reviewed by Silver Crest's board, please provide us with your analysis of whether such materials fall within the purview of Item 4(b) of Form F-4, and if such materials differ from the analyses of the companies selected by Silver Crest's management, explain such difference. To the extent that you conclude that such materials constitute an Item 4(b) report, please summarize in a separate section the valuation-related analyses/materials prepared by BofA Securities and provide the information required by Item 4(b) of Form F-4 and Item 1015(b)(6) of Regulation M-A, including the underlying data for each selected company, and also file such analyses/materials as an exhibit to this registration statement, consistent with Item 21(c) of Form F-4.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 89, 90, 124, 126 and 129 of the Revised Registration
Statement. The Company respectfully advises the Staff that the “relative valuation analysis reviewed by Silver Crest’s board
of directors” was prepared by Silver Crest’s management and that neither Merrill Lynch (Asia Pacific) Limited (“BofA
Securities”) nor UBS Securities LLC (“UBS”) provided any report, opinion or appraisal that is required to be disclosed
under Item 4(b) of Form F-4 or Item 1015(b)(6) of Regulation M-A. BofA Securities only assisted THIL with compiling publicly available
information on publicly-traded companies selected by THIL’s board of directors on the basis of its professional judgment as comparable
to THIL and appropriate for its relative valuation analysis regarding THIL and did not provide any related analysis. While UBS provided
benchmarking and structuring guidance to Silver Crest, the information compiled by UBS in connection with its benchmarking and structuring
guidance was based on publicly available information on publicly-traded companies selected by Silver Crest’s management on the basis
of its professional judgment as comparable to THIL and appropriate for the relative valuation analysis it prepared regarding THIL.

June 22, 2022

    7.
    We note your response to comment 18, as well as your amended disclosure that "Silver Crest's board of directors views the termination of BofA Securities’s engagements as part of a broader response to the proposed rules rather than as a reaction to a particular concern about the Business Combination." Please elaborate on the board's views -- including the basis for such views -- that the resignation of BofA Securities and its affiliates is related to the SEC's proposed rules and not specifically to the Business Combination, and disclose whether BofA Securities and its affiliates agree with such characterization. Disclose what consideration the board gave to the information provided by BofA Securities in connection with the transaction, including the comparable companies analyses that forms a part of the valuation-related materials, in light of BofA Securities' disassociation with such materials and whether the board continues to rely on such information; to the extent the board continues to rely on such information, please disclose the board's rationale in doing so given that the information was provided by an advisor that has since resigned and disassociated itself from such information and the liability related to such information. Please revise your disclosure to address these issues in the context of UBS' resignation, as well.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 89, 91, 125 and 127 of the Revised Registration Statement.

    Silver Crest Acquisition Corporation Financial Statements, page F-41

    8.
    Please revise to include interim financial statements for the period ended March 31, 2022.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 34, 35, F-1 and F-61 to F-80 of the Revised Registration Statement.

    Exhibit 23.1, page II-2

    9.
    Please file an updated auditor consent.

    In response to the Staff’s comments, the Company has filed the updated auditor consent as Exhibit 23.1 of the Revised Registration Statement.

    General

    10.
    Please provide us with (i) any correspondence
between UBS, THIL and Silver Crest relating to UBS' resignation as capital markets advisor to Silver Crest and (ii) the engagement
letter and indemnification agreement between Silver Crest and UBS, as discussed on page 123.

    In response to the Staff’s comments, the Company has submitted the correspondence between Silver Crest and UBS (including their
respective counsel) relating to the termination of UBS's engagement as a capital markets advisor to Silver Crest and the engagement letter and the
indemnification agreement between Silver Crest and UBS. The Company respectfully advises the Staff that there is no such correspondence
between THIL and UBS relating to the termination of UBS's engagement as a capital markets advisor to Silver Crest. The Company has also
revised the disclosure on pages 90 and 126 of the Revised Registration Statement.

    11.
    We note your disclosure in the last bullet on page 29 regarding the possible unavailability of cash and/or non-cash assets held in the PRC to fund operations; please revise to also address the possible unavailability of cash and/or non-cash assets held in Hong Kong to fund operations. We also note your disclosure on pages 60 and 63 regarding the possible unavailability of cash and/or non-cash assets held in Hong Kong to fund operations; please revise to also address the possible unavailability of cash and/or non-cash assets held in the PRC to fund operations.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 29, 30, 61 and 64 of the Revised Registration Statement.

June 22, 2022

If you have any questions regarding the Revised
Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell). Questions pertaining
to matters may be directed to the following partner at KPMG Huazhen LLP.

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosures

    c.c.
    Lu Yongchen, Chief Executive Officer

    Dong Li, Chief Financial Officer

    Linda Zhao, Partner, KPMG Huazhen LLP

    John Owen, Esq., Partner, Morrison & Foerster LLP

United States securities and exchange commission logo
June 17, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 5 to Registration Statement on Form F-4
Filed June 8, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 2, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed June 8, 2022
Selected Definitions, page v
1.Please revise the definition of "PRC" so that it does not exclude Hong Kong and Macau.
Termination of UBS’s Engagements, page 123
2.We note your disclosure that "UBS has not confirmed whether it agrees with the
disclosure made in this proxy statement/prospectus related to the termination and,
therefore, there can be no assurances that UBS agrees with such disclosure, and no
inference can be drawn to this effect."  Please also provide us with a letter from UBS and
its affiliates stating whether they agree with the statements made in your proxy

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 17, 2022 Page 2
 FirstName LastNameYongchen Lu
TH International Limited
June 17, 2022
Page 2
statement/prospectus related to their resignation and, if not, stating the respects in which
they do not agree.  Please revise your disclosure accordingly to reflect whether you have
discussed the disclosure with UBS, and if UBS does not respond, please revise your
disclosure to indicate you have asked and not received a response.
3.Please tell us whether UBS was involved in the preparation of any disclosure that is
included in the registration statement, or material underlying disclosure in the registration
statement, including but not limited to the disclosure beginning on page 126 regarding the
"relative valuation analysis" reviewed by Silver Crest’s board of directors and the related
analysis of comparable publicly-traded companies that were "selected based on the
professional judgment of Silver Crest’s management".  If UBS was involved in preparing
this disclosure, please clarify their involvement, whether they have retracted any work
product associated with the transaction, and the risk of such withdrawal and reliance on
their expertise, and please also revise your risk factor on page 88 to describe their role in
connection with the preparation of the registration statement and the valuation of THIL.
​Last, please clarify whether UBS claims no role in the Silver Crest's business
combination transaction. In this regard, we note your disclosure that "UBS will not be
responsible for any portion of THIL’s registration statement on Form F-4 in connection
with the Business Combination."
4.Please disclose whether UBS assisted in the preparation or review of any
materials reviewed by the Silver Crest board of directors or management as part of their
services to Silver Crest, including the "benchmarking" guidance discussed on page
123, and disclose whether UBS has withdrawn its association with those materials and
notified Silver Crest of such disassociation.  With respect to any notifications to PIPE
investors regarding the transaction, the "support in the assembly of materials included in
the presentation to PIPE investors" as disclosed on page 123, as well as any other
materials reviewed by PIPE investors, please also disclose the role played by UBS and
discuss whether UBS has withdrawn its association with those materials and notified
Silver Crest of such disassociation.
Silver Crest's Board of Directors' Reasons for the Business Combination, page 124
5.We note your responses to comments 16 and 17 as well as your amended disclosure on
page 122 that BofA Securities organized and processed "publicly available market data
with respect to sector-specific comparable companies for the preparation of certain
valuation-related marketing materials that were presented to and reviewed by Silver
Crest’s board of directors and management and PIPE investors."  Please further revise to
clarify the role of BofA Securities and its affiliates in preparing, presenting, analyzing
and/or discussing the comparable companies and valuation-related analyses and
materials.  Please clarify what you mean by "valuation-related marketing materials."
Please tell us in your response whether BofA Securities or any of its affiliates was
involved in the preparation of any disclosure that is included in the registration
statement or material underlying disclosure in the registration statement, revise to

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 17, 2022 Page 3
 FirstName LastNameYongchen Lu
TH International Limited
June 17, 2022
Page 3
clarify who prepared the "financial projections provided by THIL’s management" and
reviewed by Silver Crest's board, revise your risk factor on page 87 to describe the role of
BofA Securities and its affiliates in connection with the preparation of the registration
statement and the valuation of THIL, and revise your disclosure on page 122 to disclose
whether BofA Securities or any of its affiliates has notified Silver Crest of the
disassociation of the valuation-related materials.
6.We note your summary of the "relative valuation analysis reviewed by Silver Crest’s
board of directors" that assesses comparable companies selected by Silver Crest's
management.  As your disclosure on page 122 indicates that such analyses were prepared
by BofA Securities and included in the materials presented and reviewed by Silver Crest's
board, please provide us with your analysis of whether such materials fall within the
purview of Item 4(b) of Form F-4, and if such materials differ from the analyses of the
companies selected by Silver Crest's management, explain such difference.  To the extent
that you conclude that such materials constitute an Item 4(b) report, please summarize in a
separate section the valuation-related analyses/materials prepared by BofA Securities and
provide the information required by Item 4(b) of Form F-4 and Item 1015(b)(6) of
Regulation M-A, including the underlying data for each selected company, and also file
such analyses/materials as an exhibit to this registration statement, consistent with Item
21(c) of Form F-4.
7.We note your response to comment 18, as well as your amended disclosure that "Silver
Crest's board of directors views the termination of BofA Securities’s engagements as part
of a broader response to the proposed rules rather than as a reaction to a particular concern
about the Business Combination."  Please elaborate on the board's views -- including the
basis for such views -- that the resignation of BofA Securities and its affiliates is related to
the SEC's proposed rules and not specifically to the Business Combination, and disclose
whether BofA Securities and its affiliates agree with such characterization.  Disclose what
consideration the board gave to the information provided by BofA Securities in
connection with the transaction, including the comparable companies analyses that forms
a part of the valuation-related materials, in light of BofA Securities' disassociation with
such materials and whether the board continues to rely on such information; to the extent
the board continues to rely on such information, please disclose the board's rationale in
doing so given that the information was provided by an advisor that has since resigned and
disassociated itself from such information and the liability related to such information.
Please revise your disclosure to address these issues in the context of UBS' resignation, as
well.
Silver Crest Acquisition Corporation Financial Statements, page F-41
8.Please revise to include interim financial statements for the period ended March 31, 2022.
Exhibit 23.1, page II-2
9.Please file an updated auditor consent.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 17, 2022 Page 4
 FirstName LastName
Yongchen Lu
TH International Limited
June 17, 2022
Page 4
General
10.Please provide us with (i) any correspondence between UBS, THIL and Silver
Crest relating to UBS' resignation as capital markets advisor to Silver Crest and (ii) the
engagement letter and indemnification agreement between Silver Crest and UBS, as
discussed on page 123.
11.We note your disclosure in the last bullet on page 29 regarding the possible unavailability
of cash and/or non-cash assets held in the PRC to fund operations; please revise to also
address the possible unavailability of cash and/or non-cash assets held in Hong Kong to
fund operations.  We also note your disclosure on pages 60 and 63 regarding the possible
unavailability of cash and/or non-cash assets held in Hong Kong to fund operations;
please revise to also address the possible unavailability of cash and/or non-cash assets
held in the PRC to fund operations.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

CORRESP
1
filename1.htm

    29th Floor, China World
                           Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编 100004

    总机: +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

                                                                      Steve
                                            Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

June 8, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TH International Limited
 Amendment No. 4 to Registration Statement on Form F-4
  Filed May 9 , 2022
 File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 2, 2022,
on the Company’s Revised Registration Statement on Form F-4 publicly filed on March 9, 2022, relating to a proposed business
combination (the “Registration Statement”). Concurrently with the submission of this letter, the Company is
filing its Revised Registration Statement on Form F-4 (the “Revised Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously with the filing
via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement,
marked to show changes to the Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

    责任有限合伙  非中国执业律师
    • Licensed foreign lawyers only

    Austin Bay   Area
    Boston   Brussels   Chicago   Dallas   Hong Kong   Houston   London   Los Angeles   Munich   New York   Paris   Salt Lake City   Shanghai   Washington, D.C.

June 8, 2022

Page 2

    Amendment No. 4 to Registration Statement on Form F-4 filed May
    9, 2022

    Cover Page

    1.
    Clearly disclose how you will refer to the holding company and its subsidiaries when providing the disclosure throughout the document, so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Your revisions should include definitions of "PRC subsidiaries," "Hong Kong subsidiary" and "HK subsidiary."

    In response to the Staff’s comments, the Company has revised the disclosure on pages v, vi, 36, 155 and 179 of the Revised Registration Statement and throughout the Revised Registration Statement.

    Summary, page 1

    2.
    We note your amended disclosure that provides the same-store sales growth for the second half of 2020 and 2021, as well as your disclosure that discusses revenue of your stores on a "year-over-year basis since 2020." To provide shareholders with a complete and balanced picture of your company, please provide same-store sales growth data for all of 2020 and 2021 or tell us why you are excluding data from the first half of 2020 and 2021.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 2 and 178 of the Revised Registration Statement.

    3.
    We note your disclosure relating to "volatility in the supply and price of raw materials," the impact of supply chain issues and inflationary pressures on the economy, and the availability and cost of imported coffee beans. We also note press reports indicating that Tim Hortons has increased its prices in China. Please update your disclosure to expand upon the actual and anticipated impact of inflation, supply chain issues and your increased prices on your business, results of operations, margins, outlook, goals and customers, and discuss the risks of such issues to your business and investors more specifically (as opposed to including boilerplate language). To the extent that you have passed or anticipate passing along costs to customers, please quantify such amounts in your section entitled "THIL's Management's Discussion and Analysis of Financial Condition and Results of Operations," and narratively discuss the impact on your business if price increases continue, including the impact on your working capital needs if your margins are compressed. Additionally, please revise to discuss known trends or uncertainties resulting from inflation, supply chain issues and your increased prices, as well as from current or anticipated mitigation efforts relating to the same, if any, and explain whether any mitigation efforts introduce new material risks, including those related to quality, reliability, or regulatory approval. Please refer to Item 303(b) of Regulation S-K. Last, to the extent that you are impacted by Russia's invasion of Ukraine (which we note you reference on page F-60 in your amended disclosure), please revise to provide more specific disclosures about the legal and operational risks, as well as the impact on your results of operations, as a result of such invasion. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues issued by the Staff in May 2022. Please revise your discussions of supply chain issues to clarify that the pandemic is no longer the sole source of such issues.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 2, 3, 4, 37, 41, 42, 58, 178, 179 and 180 of the Revised Registration Statement.

June 8, 2022

Page 3

    4.
    We note your response to comment 3, as well as your amended disclosure. Please further revise here, on the prospectus cover page and in the risk factors to clarify, if true, that the identified restrictions on your ability to transfer cash/assets are based on relevant PRC law and that you do not have any other cash management policies that dictate how funds are transferred between you and your subsidiaries, including those not in the PRC. In addition, here, on the prospectus cover page and in the risk factors, revise your statement regarding "potential interventions in or the imposition of these restrictions and limitations by the PRC" (emphasis included) to include new and other restrictions and limitations, as well. Also include a statement here, on the prospectus cover page and in the risk factors that, to the extent cash/assets are in Hong Kong or a Hong Kong entity, the cash/assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you and your Hong Kong subsidiary by the PRC government to transfer cash/assets.

    In response to the Staff’s comments, the Company has revised the disclosure on the cover page and pages 6, 7, 60, 61, 62, 63, 193 and 194 of the Revised Registration Statement.

    Regulatory Matters, page 22

    5.
    We note your response to comment 9, as well as your deletion of "other PRC regulatory authorities" on pages 22, 23 and 124. Please revise to expand these discussions of consequences, so that they apply to all permissions or approvals that you are required to obtain from the PRC and Hong Kong to offer your securities and conduct your operations. We further note your statement that, based on the opinion of counsel, you do not believe you are "subject to cybersecurity review or reporting requirements under the applicable PRC cybersecurity laws and regulations"; please revise each instance of such language to also say that you are not covered by permissions or requirements of the CAC, if true. Also, revise your disclosure that "[s]ubstantially all of THIL’s company owned and operated stores and franchise stores" have obtained the approvals, licenses and permits that you are required to maintain in order to operate your business, to disclose whether you and your subsidiaries have received from the PRC and Hong Kong the approvals, licenses and permits that you are required to maintain in order to operate your business and offer your securities; also revise to discuss the nature and number of such approvals, licenses and permits that you and your subsidiaries have not received, if and when you anticipate receiving them, and the consequences during the time that you are operating without receiving them. Make conforming changes to your risk factors.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 6, 25, 26, 27, 28, 29, 46, 47, 50, 54, 56, 57, 135, 136, 137, 138 and 139 of the Revised Registration Statement. The Company respectfully advises the Staff that while it believes that, based on the opinion of its PRC legal counsel according to its interpretation of the currently in-effect PRC laws and regulations, neither the Company or any of its subsidiaries is subject to cybersecurity review, reporting or other permission requirements by the CAC with respect to the offering of its securities or the operations of its subsidiaries, the Company and its subsidiaries incorporated under the laws of the PRC are still subject to the CAC’s regulatory oversight and are therefore “covered by its requirements.”

    Summary Financial Information of Silver Crest, page 30

    6.
    We note that you include summary financial information for the nine months ended September 30, 2021. Please update to include the most recent financial statement period required in the filing.

    In response to the Staff’s comments, the Company has revised the disclosure on page 34 of the Revised Registration Statement.

    Risk Factors

    "The projections and forecasts presented in this proxy
statement/prospectus are not indicative of the actual results . . . ", page 75

    7.
    Here and on page 118, please state that THIL did not meet the 2021E projections and whether the difference between the projected and actual results is material, and provide a cross-reference to the discussion of your 2021 results of operations. Given the material lapse in time and change in circumstance since the projections were prepared in April 2021, disclose whether the projections continue to reflect management's views on future performance and what consideration the board gave to obtaining updated projections or a lack of reliance upon the projections. In this regard, we note that the board took into account such projections in its recommendation to stockholders regarding the transaction.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 83, 128, 129 and 130 of the Revised Registration Statement.

    Background of the Business Combination, page 103

    8.
    We note your amended disclosure that "Mr. Yu, representing THIL, and BofA Securities mutually agreed to terminate their engagements." Please discuss the potential impact on the transaction related to the resignation of BofA Securities and its affiliates. For example, if BofA Securities or any of its affiliates would have played a role in the closing, please revise to identify the party who will be filling such role.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 87, 88, 122 and 123 of the Revised Registration Statement.

    9.
    We note your amended disclosure that "BofA has waived its fees under the engagement letter." Please disclose any fees paid or due to BofA Securities and its affiliates in connection with their role as a financial advisor to THIL. If any of these fees will be forfeited by their May 8, 2022 resignation, please revise to disclose this information. As an example only, we note your disclosure on page 103 indicating that BofA Securities and its affiliates would have been "paid a fee equal to 2.0% of the aggregate gross proceeds received by THIL in any PIPE transaction."

    In response to the Staff’s comments, the Company has revised the disclosure on pages 87, 112, 122, 132 and 133 of the Revised Registration Statement.

    10.
    We note your response to comment 11, as well as your amended disclosure. In addition to providing the individual fees payable to UBS, please provide the aggregate fees payable to UBS.

    In response to the Staff’s comments, the Company has revised the disclosure on page 133 of the Revised Registration Statement.

    THIL's Management's Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations and Commitments, page 179

June 8, 2022

Page 4

    11.
    We note that the table includes only operating lease commitments followed by disclosure that you do not have any significant long-term obligations. Please revise to include bank borrowings and convertible notes.

    In response to the Staff’s comments, the Company has revised the disclosure on page 195 of the Revised Registration Statement.

    Unaudited Pro Forma Condensed Combined Financial Information

    3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
    Information, page 197

    12.
    Reference is made to transaction adjustment (9). Please explain why the amount disclosed in adjustment (9) does not agree to the adjustment to cash and cash equivalents on page 192.

    In response to the Staff’s comments, the Company has revised the disclosure on page 208 of the Revised Registration Statement to include an additional adjustment item, “NON-CURRENT ASSETS: Cash held in Collateral Account” of RMB337,677,636, under transaction adjustment (9). The Company respectfully advises the Staff that the placement agent fee payable to Alvarium MB (US) BD LLC in connection with the Equity Support Agreement pursuant to an engagement letter dated May 4, 2022 had been accounted for under the “CURRENT ASSETS: Cash and Cash Equivalent” adjustment item of RMB(35,825,844) included in Amendment No. 4 of the Registration Statement and therefore no additional adjustment on that is required for Amendment No. 5 of the Registration Statement.

    Silver Crest Acquisition Corporation Audited Financial Statements

    Note 9. Fair Value Measurements, page F-58

    13.
    Reference is made to the last sentence on page F-59. Please revise to disclose the key inputs into the binomial lattice model for the warrants.

    In response to the Staff’s comments, the Company has revised the disclosure on page F-59 of the Revised Registration Statement. The Company respectfully advises the Staff that Silver Crest’s warrants were initially valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement, but the subsequent measurement of the warrants after the initial detachment of Silver Crest’s public warrants from the units sold in its initial public offering were based on an observable market quote in an active market. Transfers from Level 3 fair value measurement to Level 1 fair value measurement and to Level 2 fair value measurement have been recognized at the end of the reporting period

    Exhibit 5.2

    14.
    Please revise to consent to all of the references to your firm in the prospectus.

    In response to the Staff’s comments, the Company has re

June 6, 2022
Securities and Exchange Commission
100 F Street, N.E.Washington, D.C. 20549
Re:  Registration Statement on Form F-4 (Registration No. 333-259743)
To whom it may concern:
Reference is made to the above- referenced registration statement (the “Registration
Statement”) of TH International Limited (the “Issuer”) under the Secur ities Act of 1933, as
amended (the “Securities Act”) with respect to a pr oposed business combination i nvolving a
merger, consolidation, exchange of securities, acquisition of assets, or similar transaction
involving a special purpose acquis ition company and one or more target companies (the
“Transaction”). The Registration Statement has not yet been declar ed effective as of the date of
this letter.
This letter is to advise you that, effective as of June 6, 2022, our firm has resigned from,
or ceased or refused to act in, every capacity and relationship in which we were described in the
Registration Statement as acting or agreeing to act (including, without limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of Schedule A or (B) for which
consent is required under Section 7 of the Secur ities Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the Secur ities Act) will
be responsible for any part of the Registration Statement. This notice is not intended to cons titute
an acknowledgment or admission that we have been or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated there under) with
respect to the Transaction.
Sincerely,
UBS Securities LLC
By:
Name: Carlos Alvarez
Title: Managing Director
By:
Name: John Delgado
Title: Director
Name:
 JJJJJJJJJ
ohn Delg a

cc: TH International Limited
 Ms. Tatanisha Meadows, Staff Accountant
 Mr. Adam Phippen, Staff Accountant
 Mr. Brian Fetterolf, Staff Attorney
 Ms. Lilyanna Peyser, Staff Attorney

United States securities and exchange commission logo
June 2, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 4 to Registration Statement on Form F-4
Filed May 9, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 27, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-4 filed May 9, 2022
Cover Page
1.Clearly disclose how you will refer to the holding company and its subsidiaries when
providing the disclosure throughout the document, so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Your revisions should include definitions of "PRC subsidiaries,"
"Hong Kong subsidiary" and "HK subsidiary."

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 2, 2022 Page 2
 FirstName LastName
Yongchen Lu
TH International Limited
June 2, 2022
Page 2
Summary, page 1
2.We note your amended disclosure that provides the same-store sales growth for the second
half of 2020 and 2021, as well as your disclosure that discusses revenue of your stores on
a "year-over-year basis since 2020."  To provide shareholders with a complete and
balanced picture of your company, please provide same-store sales growth data for all of
2020 and 2021 or tell us why you are excluding data from the first half of 2020 and 2021.
3.We note your disclosure relating to "volatility in the supply and price of raw materials,"
the impact of supply chain issues and inflationary pressures on the economy, and the
availability and cost of imported coffee beans.  We also note press reports indicating that
Tim Hortons has increased its prices in China.  Please update your disclosure to expand
upon the actual and anticipated impact of inflation, supply chain issues and your increased
prices on your business, results of operations, margins, outlook, goals and customers, and
discuss the risks of such issues to your business and investors more specifically (as
opposed to including boilerplate language).  To the extent that you have passed or
anticipate passing along costs to customers, please quantify such amounts in your section
entitled "THIL's Management's Discussion and Analysis of Financial Condition and
Results of Operations," and narratively discuss the impact on your business if price
increases continue, including the impact on your working capital needs if your margins
are compressed.  Additionally, please revise to discuss known trends or uncertainties
resulting from inflation, supply chain issues and your increased prices, as well as from
current or anticipated mitigation efforts relating to the same, if any, and explain whether
any mitigation efforts introduce new material risks, including those related to quality,
reliability, or regulatory approval.  Please refer to Item 303(b) of Regulation S-K.  Last, to
the extent that you are impacted by Russia's invasion of Ukraine (which we note you
reference on page F-60 in your amended disclosure), please revise to provide more
specific disclosures about the legal and operational risks, as well as the impact on your
results of operations, as a result of such invasion.  For additional guidance, please see the
Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures
Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues issued by the
Staff in May 2022. Please revise your discussions of supply chain issues to clarify that the
pandemic is no longer the sole source of such issues.
4.We note your response to comment 3, as well as your amended disclosure.  Please further
revise here, on the prospectus cover page and in the risk factors to clarify, if true, that the
identified restrictions on your ability to transfer cash/assets are based on relevant PRC law
and that you do not have any other cash management policies that dictate how funds are
transferred between you and your subsidiaries, including those not in the PRC. In
addition, here, on the prospectus cover page and in the risk factors, revise your statement
regarding "potential interventions in or the imposition of these restrictions and limitations
by the PRC" (emphasis included) to include new and other restrictions and limitations, as
well.  Also include a statement here, on the prospectus cover page and in the risk factors
that, to the extent cash/assets are in Hong Kong or a Hong Kong entity, the cash/assets

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 2, 2022 Page 3
 FirstName LastName
Yongchen Lu
TH International Limited
June 2, 2022
Page 3
may not be available to fund operations or for other use outside of Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you and
your Hong Kong subsidiary by the PRC government to transfer cash/assets.
Regulatory Matters, page 22
5.We note your response to comment 9, as well as your deletion of "other PRC regulatory
authorities" on pages 22, 23 and 124.  Please revise to expand these discussions of
consequences, so that they apply to all permissions or approvals that you are required to
obtain from the PRC and Hong Kong to offer your securities and conduct your
operations.  We further note your statement that, based on the opinion of counsel, you do
not believe you are "subject to cybersecurity review or reporting requirements under the
applicable PRC cybersecurity laws and regulations"; please revise each instance of such
language to also say that you are not covered by permissions or requirements of the CAC,
if true.  Also, revise your disclosure that "[s]ubstantially all of THIL’s company owned
and operated stores and franchise stores" have obtained the approvals, licenses and
permits that you are required to maintain in order to operate your business, to disclose
whether you and your subsidiaries have received from the PRC and Hong Kong the
approvals, licenses and permits that you are required to maintain in order to operate your
business and offer your securities; also revise to discuss the nature and number of such
approvals, licenses and permits that you and your subsidiaries have not received, if and
when you anticipate receiving them, and the consequences during the time that you are
operating without receiving them. Make conforming changes to your risk factors.
Summary Financial Information of Silver Crest, page 30
6.We note that you include summary financial information for the nine months ended
September 30, 2021.  Please update to include the most recent financial statement period
required in the filing.
Risk Factors
"The projections and forecasts presented in this proxy statement/prospectus are not indicative of
the actual results . . . ", page 75
7.Here and on page 118, please state that THIL did not meet the 2021E projections and
whether the difference between the projected and actual results is material, and provide a
cross-reference to the discussion of your 2021 results of operations.  Given the material
lapse in time and change in circumstance since the projections were prepared in April
2021, disclose whether the projections continue to reflect management's views on future
performance and what consideration the board gave to obtaining updated projections or a
lack of reliance upon the projections.  In this regard, we note that the board took into
account such projections in its recommendation to stockholders regarding the transaction.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 2, 2022 Page 4
 FirstName LastName
Yongchen Lu
TH International Limited
June 2, 2022
Page 4
Background of the Business Combination, page 103
8.We note your amended disclosure that "Mr. Yu, representing THIL, and BofA Securities
mutually agreed to terminate their engagements."  Please discuss the potential impact on
the transaction related to the resignation of BofA Securities and its affiliates.  For
example, if BofA Securities or any of its affiliates would have played a role in the closing,
please revise to identify the party who will be filling such role.
9.We note your amended disclosure that "BofA has waived its fees under the engagement
letter."  Please disclose any fees paid or due to BofA Securities and its affiliates in
connection with their role as a financial advisor to THIL. If any of these fees will be
forfeited by their May 8, 2022 resignation, please revise to disclose this information.  As
an example only, we note your disclosure on page 103 indicating that BofA Securities and
its affiliates would have been "paid a fee equal to 2.0% of the aggregate gross proceeds
received by THIL in any PIPE transaction."
10.We note your response to comment 11, as well as your amended disclosure.  In addition to
providing the individual fees payable to UBS, please provide the aggregate fees payable to
UBS.
THIL's Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments, page 179
11.We note that the table includes only operating lease commitments followed
by disclosure that you do not have any significant long-term obligations.  Please revise to
include bank borrowings and convertible notes.
Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 197
12.Reference is made to transaction adjustment (9).  Please explain why the amount disclosed
in adjustment (9) does not agree to the adjustment to cash and cash equivalents on page
192.
Silver Crest Acquisition Corporation Audited Financial Statements
Note 9. Fair Value Measurements, page F-58
13.Reference is made to the last sentence on page F-59.  Please revise to disclose the key
inputs into the binomial lattice model for the warrants.
Exhibit 5.2
14.Please revise to consent to all of the references to your firm in the prospectus.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 2, 2022 Page 5
 FirstName LastName
Yongchen Lu
TH International Limited
June 2, 2022
Page 5
General
15.We note your response to comment 19.  Please remove the reference to "certain" in all
references to the sections "Certain Material U.S. Federal Income Tax Considerations" and
"Certain Material PRC Tax Considerations" on pages xi, xii, 16, 66, 88 of the prospectus
and in your tax opinion filed as Exhibit 8.1.  Refer to Section III.C.1 of Staff Legal
Bulletin No. 19.
16.Please tell us whether BofA Securities or any of its affiliates was involved in the
preparation of any disclosure that is included in the registration statement, or material
underlying disclosure in the registration statement, including but not limited to the
disclosure beginning on page 114 regarding the "relative valuation analysis" reviewed by
Silver Crest’s board of directors or the prospective financial information of THIL
beginning on page 116.  If BofA Securities or any of its affiliates was involved in
preparing this disclosure, please also include a risk factor describing their role in
connection with the preparation of the registration statement and the valuation of THIL,
including the reduction in THIL's valuation pursuant to the amended merger agreement,
and that they disclaim any liability in connection with such disclosure included in the
registration statement.
17.Please disclose whether BofA Securities or any of its affiliates assisted in the preparation
or review of any materials reviewed by the Silver Crest board of directors or management
as part of their services to THIL and whether BofA Securities or any of its affiliates has
withdrawn its association with those materials and notified Silver Crest of such
disassociation.  With respect to any notifications to PIPE investors regarding the
transaction, the "potential PIPE investor presentation" as disclosed on page 101, as well as
any other materials reviewed by PIPE investors, please also disclose the role played by
BofA Securities and its affiliates and discuss whether BofA Securities or any of its
affiliates has withdrawn its association with those materials and notified Silver Crest of
such disassociation.
18.Please disclose what consideration the board gave to the information and discussions with
BofA Securities and its affiliates in light of its subsequent resignation and refusal to be
associated with the transaction.
19.Please provide us with any correspondence between BofA Securities or any of its
affiliates and THIL relating to BofA Securities and its affiliates' resignation, as well as
any correspondence relating to the PIPE investments between THIL, potential PIPE
investors and/or BofA Securities or any of its affiliates. Please contact the staff member
associated with the review of this filing to discuss how to submit the materials to us for
our review.
20.Please provide us with the engagement letter between THIL and BofA Securities and its
affiliates, as well as any other documentation associated with this transaction. Please
disclose any ongoing obligations of the company pursuant to the engagement letter and

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 June 2, 2022 Page 6
 FirstName LastName
Yongchen Lu
TH International Limited
June 2, 2022
Page 6
any other document that will survive the termination of the engagement, such as
indemnification provisions, and discuss the impacts of those obligations on the company
in the registration statement.
21.Please provide us with a letter from BofA Securities and its affiliates stating whether they
agree with the statements made in your proxy statement/prospectus related to their
resignation and, if not, stating the respects in which they do not agree. Please revise your
disclosure accordingly to reflect that you have discussed the disclosure with BofA
Securities and its affiliates and they either agree or do not agree with the conclusions and
the risks associated with such outcome. If BofA Securities and its affiliates do not
respond, please revise your disclosure to indicate you have asked and not received a
response and include disclosure about such fact and the risks to investors, including that
there cannot be any inference drawn that BofA Securities and its affiliates does not
disagree. Please revise the disclosure included accordingly.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

T 852.3508.8888
Merrill Lynch (Asia Pacific) Ltd
A Subsidiary of Bank of America Corporation55/F, Cheung Kong Center2 Queen’s Road Central, Central, Hong Kong
A company wholly owned by Bank of America Corporation
May 13, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on Form F-4 (Registration No. 333-259743)
To whom it may concern:
Reference is made to the above- referenced registration sta tement (the “Registration
Statement”) of TH International Limited (the “Issuer”) under the Securities Act of 1933, as
amended (the “Securities Act”) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acq uisition of assets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”). The Registration S tatement has not yet been decla red effective as of the date of
this letter.
This letter is to advise you that, effective as of May  , 2022, our firm has resigned from,
or ceased or refused to act in, every capacity and relationship in which we were described in the Registration Statement as acting or agreeing to act (including, without limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of Schedule A or (B) for which consent is required under Section 7 of the Secur ities Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act or Secti on 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the mea ning of Rule 405 under the Securities Act) will
be responsible for any part of the Registration Statemen t. This notice is not intended to constitute
an acknowledgment or admission that  we have been or are an und erwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction.
Sincerely,Merrill Lynch (Asia Pacific) LimitedBy:  _____________________
Name: Mark Schwille
Title: Managing Director
rill Lync h (Asia Pac ific)
_____ _______________________
 ___
_
_
Mk S hi l l

 cc: TH International Limited
 Ms. Tatanisha Meadows, Staff Accountant
 Mr. Adam Phippen, Staff Accountant   Mr. Brian Fetterolf, Staff Attorney  Ms. Lilyanna Peyser, Staff Attorney

CORRESP
1
filename1.htm

    29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编
    100004

    总机:
    +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

                                                                      Steve Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

May 9, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TH International Limited

    Amendment No. 3 to Registration Statement on Form F-4

    Filed March 28, 2022

    File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 27,
2022, on the Company’s revised draft registration statement on Form F-4 publicly filed on March 28, 2022, relating to a proposed
business combination (the “Draft Registration Statement”). Concurrently with the submission of this letter,
the Company is filing its revised draft registration statement on Form F-4 (the “Revised Draft Registration Statement”)
and certain exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously
with the filing via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised
Draft Registration Statement, marked to show changes to the Draft Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Revised Draft Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Revised Draft Registration Statement.

    责任有限合伙  非中国执业律师 • Licensed foreign lawyers only

    Austin  Bay Area
    Boston  Brussels  Chicago  Dallas  Hong Kong  Houston  London  Los Angeles  Munich
     New York  Paris  Salt Lake City  Shanghai  Washington, D.C.

May 9, 2022

Page 2

    Amendment No. 3 to Registration Statement on Form F-4 filed
    March 28, 2022

    Cover Page

    1.
    We note your response to comment 1, as well as
    your amended disclosure. Please also include a cross-reference to the risk factor that discusses the inspection time frames under
    the HFCAA and AHFCAA.

    In response to the Staff’s comments, the
    Company has revised the cover page of the Revised Draft Registration Statement.

    2.
    We note your amended disclosure that THIL expects
    to "distribute cash dividends after it becomes profitable." Please revise your disclosure to ensure consistency with your
    disclosure on page 57, in which you state that you "do not intend to pay dividends for the foreseeable future."

    In response to the Staff’s comments, the
    Company has revised the disclosure on page 62 of the Revised Draft Registration Statement.

    3.
    We note your response to comment 3, as well as
    your amended disclosure. Additionally, please amend your disclosure here and in the summary risk factors and risk factors sections
    to state that, to the extent cash and/or assets in the business is in the PRC and/or Hong Kong or your PRC and/or Hong Kong entities,
    including TH Hong Kong International Limited, Tim Hortons (China) Holdings Co., Tim Hortons (Shanghai) Food and Beverage Co., Ltd.,
    such funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions
    in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer
    cash and/or assets. On the cover page, provide crossreferences to these other discussions. Last, explain what you mean by "due
    dates" in your discussion of your intent to settle amounts owed, and include a discussion of such "due dates" in the
    summary section.

    In response to the Staff’s
comments, the Company has revised the disclosure on the cover page and pages 4, 25, 177
and 178 of the Revised Draft Registration Statement. The Company respectfully advises the Staff that it does not have, nor does it currently
plan to have, any business operations outside mainland China. In addition, while the Company plans to settle amounts owned within the
Company, it does not have a specific timetable on when to settle these amounts.

    4.
    We also note your amended disclosure that "THIL
    and its PRC subsidiaries are subject to various restrictions on intercompany fund transfers and foreign exchange control." Briefly
    describe these restrictions on the cover page, and provide a cross-reference to your discussion of this issue in your summary, summary
    risk factors, and risk factors sections, as well. If you have any other cash management policies that dictate how funds are transferred
    between you and your subsidiaries (e.g., contractual policies), summarize the policies on your cover page and in the prospectus summary,
    and include a cross-reference on the cover page to the discussion in the prospectus summary.

    In response to the Staff’s comments, the
    Company has revised the disclosure on the cover page of the Revised Draft Registration Statement. The Company respectfully advises
    the Staff that it does not have cash management policies that dictate how funds are transferred between the Company and its subsidiaries.

May 9, 2022

Page 3

Questions
and Answers about the Business Combination and the Extraordinary General Meeting, page viii

    5.

    Please include a question and answer that explains
    why the parties amended the merger agreement to reduce the valuation of THIL from $1,688,000,000 to $1,400,000,000. Please explain
    how such agreement affects the various shareholder contingency groups. Please include a discussion of such reduction and the related
    interests and reasons in the section entitled "Background of the Business Combination."

    In response to the Staff’s
comments, the Company has revised the disclosure on pages xxi, xxii and 108-112 of the Revised Draft Registration Statement.

    Q: What happens if a substantial number
    of public shareholders vote in favor of the Business Combination Proposal . . . ?, page xiii

    6.
    We note your response to comment 4, as well as
    your amended disclosure. We note that the amended ownership percentages of the sponsor and existing Silver Crest and THIL shareholders
    no longer add up to 100% prior to accounting for dilution. Please explain why or revise the chart accordingly to ensure that a complete
    picture of the company predilution is disclosed to investors. Additionally, we note that the 500,000 shares to be issued through
    a PIPE to an affiliate of the sponsor is reflected in the line item "PIPE Investors" instead of the line item "The
    Sponsor," according to your disclosures in footnotes (10) and (12). Please revise to attribute such shares to the sponsor in
    order to provide shareholders with a balanced picture of the sponsor's ownership following the business combination, or tell us why
    you do not think this is necessary.

    In response to the Staff’s comments, the Company has revised
the disclosure on pages xiii, xiv, xv, xvi, xx, xxi, 11, 12, 13, 90 and 91 of the Revised Draft Registration Statement to (i) include
a new line item entitled “Sponsor PIPE Shares” that represents the 500,000 THIL Ordinary Shares to be issued to an affiliate
of Sponsor via the PIPE Investment (the “Sponsor PIPE Shares”), (ii) revise the line item entitled “the Sponsor”
in the section entitled “Holders of THIL Ordinary Shares reflecting potential sources of dilution” to include the Sponsor
PIPE Shares in the calculation, and (iii) revise the corresponding footnotes to clarify that (x) the THIL Ordinary Shares attributable
to other PIPE investors exclude the Sponsor PIPE Shares and (y) the THIL Ordinary Shares attributable to the Sponsor in the post-dilution
ownership of the Company include the Sponsor PIPE Shares.

    Summary

    Shareholder loans and capital contributions., page 5

    7.
    In your discussion of how cash is transferred
    through your organization, please provide cross-references to the condensed consolidating schedule and the consolidated financial
    statements.

    In response to the Staff’s comments, the
    Company has revised the disclosure on the cover page and page 5 of the Revised Draft Registration Statement.

May 9, 2022

Page 4

    Regulatory Matters, page 20

    8.
    We note your response to comment 6, as well as
    your disclosure that "THIL believes that it will not be subject to cybersecurity review or reporting requirements under the
    applicable PRC cybersecurity laws and regulations because it does not qualify as a critical information infrastructure operator and
    has not conducted any data processing activities that affect or may affect national security or hold personal information of more
    than one million users following the transfer of control and possession of TH China Data to DataCo." Please update the disclosure,
    and local counsel's opinion to the extent necessary, to reflect that such data has been transferred to DataCo. Additionally, please
    ensure your disclosure throughout the proxy statement/prospectus reflects that such transfer has occurred. In this regard, we note
    your disclosure that you "expect to rely significantly on DataCo" and that you "will pay a service fee
    to DataCo" (emphasis added).

    In response to the Staff’s
comments, the Company has revised the disclosure on pages 4, 23, 37, 44 and 124 of the Revised Draft Registration Statement to further
clarify that such data has been transferred to DataCo. The Company currently relies, and expects to continue to rely, on DataCo for the
services it provides and will pay service fees to DataCo pursuant to the terms of the Business Cooperation Agreement.

    9.
    We note your response to comment 8, as well as
    your amended disclosure that "If THIL fails to receive or maintain any requisite permission or approval from the CSRC or other
    PRC regulatory authorities for the Business Combination or future offerings, or the waiver for such permission or approval, in a
    timely manner, or at all . . . ." Please revise to expand this discussion of the consequences to apply to all permissions or
    approvals from the CSRC, CAC or other PRC regulatory authorities for engaging in the Business Combination, offering your securities,
    and conducting your operations.

    In response to the Staff’s comments, the
    Company has revised the disclosure on pages 22, 23, 44, 50 and 124 of the Revised Draft Registration Statement.

    Risk Factors

    "The approval and/or other requirements . . . ",
    page 46

    10.
    We note your response to comment 12, as well
    as your amended disclosure that "the Business Combination is not subject to filing requirement under the CSRC Draft Rules (if
    enacted), because [you] initially filed the registration statement/proxy statement in connection with the Business Combination on
    September 23, 2021 and the Q&A explicitly states that the CSRC Draft Rules would not be applied retrospectively." Please
    revise your disclosure to provide a further analysis explaining why you would not be subject to the CSRC based on your initial filing
    date and the Q&A. In this regard, we note that THIL's listing has not yet occurred despite the initial filing date and therefore
    it does not appear to be retrospective in nature.

    In response to the Staff’s comments, the
    Company has revised the disclosure on page 49 of the Revised Draft Registration Statement.

    Background of the Business Combination,
    page 90

    11.
    We note your response to comment 17. Please revise
    your disclosure to clarify whether any of the PIPE Investments involve new investors with no preexisting relationships that thereby
    would generate a fee for UBS and/or BofA, or alternatively state that all of the current PIPE Investors have preexisting relationships.

    In response to the Staff’s comments, the
    Company has revised the disclosure on pages 103 and 120 of the Revised Draft Registration Statement.

    12.
    Please explain why THIL requested "Silver
    Crest's consent to increase the amount of such [permitted] financing from $30 million to $50 million." In connection therewith,
    please discuss THIL's issuance of convertible notes on December 9, 2021, the same date that Silver Crest provided its consent to
    THIL regarding such permitted financing.

    In response to the Staff’s
comments, the Company has revised the disclosure on pages 106-108 of the Revised Draft Registration Statement.

May 9, 2022

Page 5

    13.

    We note your amended disclosure that the parties
    amended the merger agreement to remove the minimum cash closing condition. Please explain why such condition was removed, including
    which party initially proposed such removal and the related reasons or concerns for removing such condition. In revising your disclosure,
    please address how the interests of the parties evolved from the initial negotiation that accounted for "the expected cash needs
    of THIL in connection with its long-term growth plans." Please also address the extent to which the parties considered redemptions
    in negotiating such removal.

    In response to the Staff’s comments, the
    Company has revised the disclosure on pages 107-112 of the Revised Draft Registration Statement.

    14.
    We note your amended disclosure that the sponsor
    "agreed to contribute to the capital of Silver Crest for no consideration 4,312,500 Class B ordinary shares of Silver Crest
    and 4,450,000 warrants to purchase Class A ordinary shares of Silver Crest." We also note that the sponsor currently owns 8,625,000
    Silver Crest Class B Shares and 8,900,000 private warrants in Silver Crest. Please revise your disclosure to state that the sponsor
    has agreed to contribute half of its equity upon closing of the business combination, if true, and explain why the sponsor has agreed
    to forfeit such equity stake in the combined company. Please discuss any negotiations between the sponsor, THIL and other interested
    parties, and include a discussion of such parties' interests, the initial contribution amounts proposed, the decision to no longer
    provide warrants to a charitable foundation and the sponsor's decision to invest additional capital in THIL through its proposed
    PIPE investment of $5,000,000 while also forfeiting certain of its sponsor shares and private placement warrants.

    In response to the Staff’s comments, the
    Company has revised the disclosure on pages 110-112 of the Revised Draft Registration Statement.

    15.
    We note your amended disclosure regarding the
    negotiation of "an additional $50,000,000 in pre-merger equity financing." Please revise your disclosure to clarify that
    this additional equity financing was in addition to the $50,000,000 of permitted financing that Silver Crest consented to on December
    9, 2021 and to clarify whether such "additional $50,000,000 in pre-merger equity financing" therefore still remains availabl

United States securities and exchange commission logo
April 27, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 3 to Registration Statement on Form F-4
Filed March 28, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 18, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed March 28, 2022
Cover Page
1.We note your response to comment 1, as well as your amended disclosure.  Please also
include a cross-reference to the risk factor that discusses the inspection time frames
under the HFCAA and AHFCAA.
2.We note your amended disclosure that THIL expects to "distribute cash dividends after it
becomes profitable."  Please revise your disclosure to ensure consistency with your
disclosure on page 57, in which you state that you "do not intend to pay dividends for the
foreseeable future."

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 April 27, 2022 Page 2
 FirstName LastNameYongchen Lu
TH International Limited
April 27, 2022
Page 2
3.We note your response to comment 3, as well as your amended disclosure.  Additionally,
please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash and/or assets in the business is in the PRC and/or
Hong Kong or your PRC and/or Hong Kong entities, including TH Hong Kong
International Limited, Tim Hortons (China) Holdings Co., Tim Hortons (Shanghai) Food
and Beverage Co., Ltd., such funds and/or assets may not be available to fund operations
or for other use outside of the PRC and/or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash and/or assets. On the cover page, provide cross-
references to these other discussions.  Last, explain what you mean by "due dates" in your
discussion of your intent to settle amounts owed, and include a discussion of such "due
dates" in the summary section.
4.We also note your amended disclosure that "THIL and its PRC subsidiaries are subject to
various restrictions on intercompany fund transfers and foreign exchange control."
Briefly describe these restrictions on the cover page, and provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.  If you have any other cash management policies that dictate how funds are
transferred between you and your subsidiaries (e.g., contractual policies), summarize the
policies on your cover page and in the prospectus summary, and include a cross-reference
on the cover page to the discussion in the prospectus summary.
Questions and Answers about the Business Combination and the Extraordinary General Meeting,
page viii
5.Please include a question and answer that explains why the parties amended the merger
agreement to reduce the valuation of THIL from $1,688,000,000 to $1,400,000,000.
Please explain how such agreement affects the various shareholder contingency groups.
Please include a discussion of such reduction and the related interests and reasons in the
section entitled "Background of the Business Combination."
Q: What happens if a substantial number of public shareholders vote in favor of the Business
Combination Proposal . . . ?, page xiii
6.We note your response to comment 4, as well as your amended disclosure.  We note that
the amended ownership percentages of the sponsor and existing Silver Crest and THIL
shareholders no longer add up to 100% prior to accounting for dilution.  Please explain
why or revise the chart accordingly to ensure that a complete picture of the company pre-
dilution is disclosed to investors.  Additionally, we note that the 500,000 shares to be
issued through a PIPE to an affiliate of the sponsor is reflected in the line item "PIPE
Investors" instead of the line item "The Sponsor," according to your disclosures in
footnotes (10) and (12).  Please revise to attribute such shares to the sponsor in order to
provide shareholders with a balanced picture of the sponsor's ownership following the
business combination, or tell us why you do not think this is necessary.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 April 27, 2022 Page 3
 FirstName LastName
Yongchen Lu
TH International Limited
April 27, 2022
Page 3
Summary
Shareholder loans and capital contributions., page 5
7.In your discussion of how cash is transferred through your organization, please provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
Regulatory Matters, page 20
8.We note your response to comment 6, as well as your disclosure that "THIL believes that
it will not be subject to cybersecurity review or reporting requirements under the
applicable PRC cybersecurity laws and regulations because it does not qualify as a critical
information infrastructure operator and has not conducted any data processing activities
that affect or may affect national security or hold personal information of more than one
million users following the transfer of control and possession of TH China Data to
DataCo."  Please update the disclosure, and local counsel's opinion to the extent
necessary, to reflect that such data has been transferred to DataCo.  Additionally, please
ensure your disclosure throughout the proxy statement/prospectus reflects that such
transfer has occurred.  In this regard, we note your disclosure that you "expect to rely
significantly on DataCo" and that you "will pay a service fee to DataCo" (emphasis
added).
9.We note your response to comment 8, as well as your amended disclosure that "If THIL
fails to receive or maintain any requisite permission or approval from the CSRC or other
PRC regulatory authorities for the Business Combination or future offerings, or the waiver
for such permission or approval, in a timely manner, or at all . . . ."  Please revise to
expand this discussion of the consequences to apply to all permissions or approvals from
the CSRC, CAC or other PRC regulatory authorities for engaging in the Business
Combination, offering your securities, and conducting your operations.
Risk Factors
"The approval and/or other requirements . . . ", page 46
10.We note your response to comment 12, as well as your amended disclosure that "the
Business Combination is not subject to filing requirement under the CSRC Draft Rules
(if enacted), because [you] initially filed the registration statement/proxy statement in
connection with the Business Combination on September 23, 2021 and the Q&A
explicitly states that the CSRC Draft Rules would not be applied retrospectively."  Please
revise your disclosure to provide a further analysis explaining why you would not be
subject to the CSRC based on your initial filing date and the Q&A.  In this regard, we note
that THIL's listing has not yet occurred despite the initial filing date and therefore it does
not appear to be retrospective in nature.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 April 27, 2022 Page 4
 FirstName LastName
Yongchen Lu
TH International Limited
April 27, 2022
Page 4
Background of the Business Combination, page 90
11.We note your response to comment 17. Please revise your disclosure to clarify whether
any of the PIPE Investments involve new investors with no preexisting relationships that
thereby would generate a fee for UBS and/or BofA, or alternatively state that all of the
current PIPE Investors have preexisting relationships.
12.Please explain why THIL requested "Silver Crest's consent to increase the amount of such
[permitted] financing from $30 million to $50 million."  In connection therewith, please
discuss THIL's issuance of convertible notes on December 9, 2021, the same date
that Silver Crest provided its consent to THIL regarding such permitted financing.
13.We note your amended disclosure that the parties amended the merger agreement to
remove the minimum cash closing condition.  Please explain why such condition was
removed, including which party initially proposed such removal and the related reasons or
concerns for removing such condition.  In revising your disclosure, please address how the
interests of the parties evolved from the initial negotiation that accounted for "the
expected cash needs of THIL in connection with its long-term growth plans."  Please also
address the extent to which the parties considered redemptions in negotiating such
removal.
14.We note your amended disclosure that the sponsor "agreed to contribute to the capital of
Silver Crest for no consideration 4,312,500 Class B ordinary shares of Silver Crest and
4,450,000 warrants to purchase Class A ordinary shares of Silver Crest."  We also note
that the sponsor currently owns 8,625,000 Silver Crest Class B Shares and 8,900,000
private warrants in Silver Crest.  Please revise your disclosure to state that the sponsor has
agreed to contribute half of its equity upon closing of the business combination, if true,
and explain why the sponsor has agreed to forfeit such equity stake in the combined
company.  Please discuss any negotiations between the sponsor, THIL and other interested
parties, and include a discussion of such parties' interests, the initial contribution amounts
proposed, the decision to no longer provide warrants to a charitable foundation and the
sponsor's decision to invest additional capital in THIL through its proposed PIPE
investment of $5,000,000 while also forfeiting certain of its sponsor shares and private
placement warrants.
15.We note your amended disclosure regarding the negotiation of "an additional $50,000,000
in pre-merger equity financing."  Please revise your disclosure to clarify that this
additional equity financing was in addition to the $50,000,000 of permitted financing that
Silver Crest consented to on December 9, 2021 and to clarify whether such "additional
$50,000,000 in pre-merger equity financing" therefore still remains available.  In this
regard, it appears that Silver Crest separately consented to the $50 million equity support
agreement with Shaolin Capital prior to the amendment that includes such additional
permitted financing.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 April 27, 2022 Page 5
 FirstName LastName
Yongchen Lu
TH International Limited
April 27, 2022
Page 5
16.Please provide additional discussion of the negotiation of the equity support agreement
with Shaolin and the committed equity facility with Shaolin, including a brief description
of the "issues that remained outstanding," the dates on which the agreements were
executed, and the discounts and/or premiums that THIL offered to each of such
institutional investors.  Please also disclose that such subscription amount may not exceed
the sum of shares purchased in the PIPE investment and 50% of the public shares that
have not been redeemed, and explain why.
17.Please further discuss the negotiation of the PIPE Subscription Agreements on March 9,
2022, including why THIL agreed to issue an additional 600,000 shares to each PIPE
Investor who pays at least $10,000,000.  In this regard, we note that Peter Yu, Tim
Hortons Restaurants International GmbH and TenCent Holdings Limited appear to be
receiving such consideration according to your disclosure on pages 232-3.
PIPE Subscription Agreement, page 196
18.Please revise to include a discussion of Tencent Mobility Limited's agreement to purchase
shares per the PIPE Subscription Agreement.
Taxation
Certain Material U.S. Federal Income Tax Considerations, page 198
19.We note your response to comment 16. Please delete as inappropriate the phrase
"customary assumptions, qualifications and limitations" in the first paragraph of this
section. Revise the subheading "Certain Material U.S. Federal Income Tax
Considerations" and all references thereto to remove the word "certain." Refer to Section
III.C.1 of Staff Legal Bulletin No. 19.
General
20.To the extent that you have one or more directors, officers or members of senior
management located in the PRC/Hong Kong, please (i) state that is the case and identify
the relevant individuals in your section entitled "Management Following the Business
Combination," and (ii) include a separate "Enforceability" section, consistent with Item
101(g) of Regulation S-K, and a risk factor addressing the challenges of bringing actions
and enforcing judgments/liabilities against such individuals.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 April 27, 2022 Page 6
 FirstName LastName
Yongchen Lu
TH International Limited
April 27, 2022
Page 6
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

CORRESP
1
filename1.htm

    29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编
    100004

    总机:
+8610 5737 9300

传真: +8610 5737 9301

www.kirkland.com

Steve Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

March 28, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    TH International Limited

    Amendment No. 2 to Registration Statement on Form F-4

    Filed January 28, 2022

    File No. 333-259743

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf, and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 18,
2022, on the Company’s revised draft registration statement on Form F-4 publicly filed on January 28, 2022, relating to a proposed
business combination (the “Draft Registration Statement”). Concurrently with the submission of this letter,
the Company is filing its revised draft registration statement on Form F-4 (the “Revised Draft Registration Statement”)
and certain exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously
with the filing via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised
Draft Registration Statement, marked to show changes to the Draft Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Draft Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Revised Draft Registration Statement.

    责任有限合伙  非中国执业律师 • Licensed foreign lawyers only

    Austin Bay Area Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

March 28, 2022

Page 2

    Amendment No. 2 to Registration Statement on Form F-4 filed January
    28, 2022

    Prospectus Cover Page

    1.
    We note your response to comment 1, as well as your amended disclosure on the cover page that on December 16, 2021 the PCAOB "issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong" and that "THIL’s auditors are headquartered in mainland China and the PCAOB has been and currently is unable to inspect THIL’s auditors." We reissue the comment in-part. In light of the foregoing, please disclose that your auditor is subject to the determinations announced by the  PCAOB on December 16, 2021, if true (emphasis added).

    In response to the Staff’s comments, the Company has revised the disclosure on the cover page and pages 23 and 54 of the Revised Draft Registration Statement.

    2.
    Please revise the prospectus cover page to state that you may be a controlled company and therefore exempt from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.

    In response to the Staff’s comments, the Company has revised the disclosure on the cover page of the Revised Draft Registration Statement.

    3.
    Please revise the prospectus cover page to include the statement that you are not a Chinese operating company. Please also revise the prospectus cover page to provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed within your organization. State whether any transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

    In response to the Staff’s comments, the Company has revised the disclosure on the cover page of the Revised Draft Registration Statement.

    Questions and Answers about the Business Combination and the Extraordinary
    General Meeting

    Q: What happens if a substantial number of public shareholders vote
    in favor of the Business Combination Proposal . . . ?, page xiii

    4.
    We note your response to comment 14, as well as your amended disclosure regarding the "sensitivity table" that "shows the potential impact of redemptions on the pro forma book value per share" as well as the pro forma equity value per share that remains at $10.00 for each redemption level. We note that your analysis does not take into account "certain potential sources of dilution . . . ." Please revise your disclosure to identify these sources of dilution and to show the potential impact at each redemption level when taking into account such sources of dilution, or tell us why you are not required to do so.

    In response to the Staff’s comments, the Company has revised the disclosure on pages xiii, xiv and xv of the Revised Draft Registration Statement.

    Summary, page 6

March 28, 2022

Page 3

    5.
    We note your response to comment 3, as well as your amended disclosure on page 3 that includes Pangaea Data Tech (Shanghai) Co., Ltd. ("DataCo") in the company's diagram. Please also indicate in the diagram that DataCo has a contractual arrangement with Tim Hortons (China) Holdings Co., Ltd. Also revise the footnote to identify the affiliate of Cartesian Capital Management LLC that owns 75% of DataCo.

    In response to the Staff’s comments, the Company has revised the disclosure on page 3 of the Revised Draft Registration Statement.

    6.
    We note your response to comment 4, as well as your amended disclosure on page 18, and we reissue the comment in-part. To provide investors with additional clarity under the "Regulatory Matters" sub-section, please briefly summarize your analysis of the applicability of the permission and/or approval requirements from the CAC, including the applicability of the new regulations that will go into effect on February 15 that will require internet platform operators holding data of more than 1 million users to undergo a network security review, as you discuss on page 37 and refer to on page 4.

    In response to the Staff’s comments, the Company has revised the disclosure on page 21 of the Revised Draft Registration Statement.

    7.
    We note your response to comment 6, as well as your amended disclosure, and we reissue the comment in-part. Please disclose here that your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, if true (emphasis added). Additionally, in your risk factor beginning on page 50, we note your amended disclosure that the AFHCAA would, if enacted, "shorten the three-consecutive-year compliance period under the HFCAA to two consecutive years." Please also state that, as a result, the time before your securities may be prohibited from trading or delisting would be reduced.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 23 and 53 of the Revised Draft Registration Statement.

    8.
    Under "Regulation," please revise to clarify that the consequences you describe (fines, penalties, etc.) will result if you do not receive or maintain required permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future. Please also revise to broaden this disclosure to include permissions and approvals relating to the operation of your business and issuance of securities, in addition to the Business Combination. Please make conforming changes on page 42.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 21 and 46 of the Revised Draft Registration Statement.

    Summary Consolidated Financial Information of THIL

    Non-GAAP Financial Measure, page 22

    9.
    We reviewed your response and revisions in response to comment 9. Please tell us why it is appropriate to add back depreciation and amortization in your computation of a fullyburdened gross profit.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 26 and 163 of the Revised Draft Registration Statement and no longer adds back depreciation and amortization in the computation of a fully-burdened gross profit.

March 28, 2022

Page 4

    10.
    We reviewed your response to comment 10. Please tell us the adjustment amounts related to store-pre opening periods and rent-free periods as a result of COVID-19 for each period. We may have further comment.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 26, 163 and 164 of the Revised Draft Registration Statement to clarify that the rental expense adjustment does not include rent concessions related to COVID-19. The Company was granted RMB3,392,458 in lease concessions from landlords as a result of the COVID-19 pandemic for the year ended December 31, 2020, as disclosed in Note 11 to THIL’s audited historical consolidated financial statements, and has elected to treat COVID-19-related rent concessions as variable rent, which was recognized as an offset to rental expenses under the “occupancy and other operating expenses” item in the Company’s Consolidated Statement of Operations.

    11.
    We reviewed your response to comment 11. Please tell us if the input VAT refund line item reflects all VAT statement of operations activity including VAT paid or payable. If not, please explain why. Please also tell us whether any of the VAT refund is required to be refunded to your suppliers.

    In
    response to the Staff’s comments, the Company has revised the disclosure on pages 26 and 163 of the Revised Draft Registration
    Statement to exclude “Input VAT Refund” from the adjustments.

    Risk Factors

    Risks Related to Doing Business in China

    "The approval and/or other requirements . . . ", page
    42

    12.
    You state that the Business Combination will not be subject to the CSRC Draft Rules because you publicly filed the registration statement on September 23, 2021. Please clarify whether this conclusion remains accurate in the event your securities are not yet listed on Nasdaq if and when the CSRC Draft Rules are adopted and, if so, why.

    In response to the Staff’s comments, the Company has revised the disclosure on page 46 of the Revised Draft Registration Statement.

    THIL's Business

    Intellectual Property, page 137

    13.
    We note the communication filed pursuant to Rule 425 on January 25, 2022, in which you disclose that "Tims China received permission from RBI to design its alternative logo, with the short-form name that [Mr. Yu] said is "more fluent" for Chinese customers and a prominent Maple Leaf." Please describe such permission here and in appropriate places throughout the proxy statement/prospectus to the extent that you deem such alternative logo to be material.

    The Company acknowledges the Staff’s comments and respectfully advises the Staff that the permission from RBI for Tims China to design the alternative logo was given verbally. In addition, the Company has revised the disclosure on page 144 of the Revised Draft Registration Statement in response to the Staff’s comments.

March 28, 2022

Page 5

    Unaudited Pro Forma Condensed Combined Financial Information, page 171

    14.
    We note your response to comment 12, as well as your amended disclosure on pages xviii, 10 and 81 that highlights the ownership interests of the holders of THIL ordinary shares reflecting potential sources of dilution. Please make conforming changes to your chart on page 171 to reflect such ownership interests. Additionally, we note certain discrepancies between such charts. For example, the shares underlying the granted option shares and restricted shares is 9,432,822 on page 171 but 9,068,537 on pages xviii, 10 and 80, and the charts on pages xviii, 10 and 80 additionally now take into account the note holders. Please tell us why such ownership presentations vary here or revise to ensure consistency throughout the proxy statement/prospectus.

    In response to the Staff’s comments, the Company will revise disclosures in the next amendment to the Revised Draft Registration Statement, where the pro forma financial information will be based on the Company’s audited financial statements as of December 31, 2021.

    15.
    We note your amended disclosure on page xiv that includes a placeholder for the per share pro forma book value of THIL ordinary shares outstanding at closing, as well as your reference to the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for disclosure regarding such per share pro forma book value. Please tell us how such section discusses the per share pro forma book value, as we note that the discussion and accompanying financial information only include the loss per share.

    In response to the Staff’s comments, the Company will revise disclosures in the next amendment to the Revised Draft Registration Statement, where the pro forma financial information will be based on the Company’s audited financial statements as of December 31, 2021.

    Taxation

    Certain Material U.S. Federal Income Tax Considerations, page 192

    16.
    Please revise to state that the disclosure in this section is the opinion of Morrison & Foerster LLP, as opposed to a summary of tax consequences. In addition, revise statements in this section regarding what the tax consequences "should" be to describe the degree of uncertainty of such opinions and explain why counsel cannot give a "will" opinion. As examples only, we note statements such as "a U.S. Holder generally should not recognize gain or loss," the tax basis "should be equal," a "U.S. Holder should expect all cash distributions." Revise Exhibit 8.1 to delete the reference to the disclosure in this section being a summary of tax consequences ("insofar as such statements summarize U.S. federal income tax law or legal conclusions with respect thereto"). In addition, revise paragraph (b)(1) of Exhibit 8.1 to exclude the company from your assumptions regarding due execution and delivery, as well as requisite corporate power and authority. Refer to Staff Legal Bulletin No. 19.

    In response to the Staff’s comments, the Company has revised the disclosure on pages 198, 200, 202 and 203 of the Revised Draft Registration Statement and Exhibit 8.1 to the Revised Draft Registration Statement.

March 28, 2022

Page 6

    General

 17. We note the communication filed pursuant to Rule 425 on
December 13, 2021, in which you disclose that you raised money "from a leading global asset manager," that such "[unnamed]
investor also committed to so-called PIPE fundraising," and that "[s]everal current investors, including affiliates of Sequoia
Capital China and Eastern Bell Capital, also commit[ted] to PIPE funding." In connection therewith, please:

 · Quantify the aggregate fees on page 93 that are payable
to UBS upon completion of the business combination when taking into account the amount of such committed financing. In t

United States securities and exchange commission logo
February 18, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed January 28, 2022
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 5, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed January 28, 2022
Prospectus Cover Page
1.We note your response to comment 1, as well as your amended disclosure on the cover
page that on December 16, 2021 the PCAOB "issued a report on its determination that it is
unable to inspect or investigate completely PCAOB-registered public accounting firms
headquartered in mainland China and Hong Kong" and that "THIL’s auditors are
headquartered in mainland China and the PCAOB has been and currently is unable to
inspect THIL’s auditors."  We reissue the comment in-part.  In light of the foregoing,
please disclose that your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021, if true (emphasis added).

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 February 18, 2022 Page 2
 FirstName LastNameYongchen Lu
TH International Limited
February 18, 2022
Page 2
2.Please revise the prospectus cover page to state that you may be a controlled company and
therefore exempt from certain corporate governance requirements that provide protection
to shareholders of companies that are not controlled companies.
3.Please revise the prospectus cover page to include the statement that you are not a Chinese
operating company.  Please also revise the prospectus cover page to provide a description
of how cash is transferred through your organization and disclose your intentions to
distribute earnings or settle amounts owed within your organization.  State whether any
transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries, or to investors, and quantify the amounts where applicable.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Questions and Answers about the Business Combination and the Extraordinary General Meeting
Q: What happens if a substantial number of public shareholders vote in favor of the Business
Combination Proposal . . . ?, page xiii
4.We note your response to comment 14, as well as your amended disclosure regarding the
"sensitivity table" that "shows the potential impact of redemptions on the pro forma book
value per share" as well as the pro forma equity value per share that remains at $10.00 for
each redemption level.  We note that your analysis does not take into account "certain
potential sources of dilution . . . ."  Please revise your disclosure to identify these sources
of dilution and to show the potential impact at each redemption level when taking into
account such sources of dilution, or tell us why you are not required to do so.
Summary, page 6
5.We note your response to comment 3, as well as your amended disclosure on page 3 that
includes Pangaea Data Tech (Shanghai) Co., Ltd. ("DataCo") in the company's diagram.
Please also indicate in the diagram that DataCo has a contractual arrangement with Tim
Hortons (China) Holdings Co., Ltd.  Also revise the footnote to identify the affiliate of
Cartesian Capital Management LLC that owns 75% of DataCo.
6.We note your response to comment 4, as well as your amended disclosure on page 18, and
we reissue the comment in-part.  To provide investors with additional clarity under the
"Regulatory Matters" sub-section, please briefly summarize your analysis of the
applicability of the permission and/or approval requirements from the CAC, including
the applicability of the new regulations that will go into effect on February 15 that will
require internet platform operators holding data of more than 1 million users to undergo a
network security review, as you discuss on page 37 and refer to on page 4.
7.We note your response to comment 6, as well as your amended disclosure, and we reissue
the comment in-part.  Please disclose here that your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021, if true (emphasis
added).  Additionally, in your risk factor beginning on page 50, we note your amended

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 February 18, 2022 Page 3
 FirstName LastNameYongchen Lu
TH International Limited
February 18, 2022
Page 3
disclosure that the AFHCAA would, if enacted, "shorten the three-consecutive-year
compliance period under the HFCAA to two consecutive years."  Please also state that, as
a result, the time before your securities may be prohibited from trading or delisting would
be reduced.
8.Under "Regulation," please revise to clarify that the consequences you describe (fines,
penalties, etc.) will result if you do not receive or maintain required permissions or
approvals, inadvertently conclude that such permissions or approvals are not required,
or applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future.  Please also revise to broaden this disclosure
to include permissions and approvals relating to the operation of your business and
issuance of securities, in addition to the Business Combination.  Please make conforming
changes on page 42.
Summary Consolidated Financial Information of THIL
Non-GAAP Financial Measure, page 22
9.We reviewed your response and revisions in response to comment 9.  Please tell us why it
is appropriate to add back depreciation and amortization in your computation of a fully-
burdened gross profit.
10.We reviewed your response to comment 10.  Please tell us the adjustment amounts related
to store-pre opening periods and rent-free periods as a result of COVID-19 for each
period.  We may have further comment.
11.We reviewed your response to comment 11.  Please tell us if the input VAT refund line
item reflects all VAT statement of operations activity including VAT paid or payable.  If
not, please explain why.  Please also tell us whether any of the VAT refund is required to
be refunded to your suppliers.
Risk Factors
Risks Related to Doing Business in China
"The approval and/or other requirements . . . ", page 42
12.You state that the Business Combination will not be subject to the CSRC Draft Rules
because you publicly filed the registration statement on September 23, 2021.  Please
clarify whether this conclusion remains accurate in the event your securities are not yet
listed on Nasdaq if and when the CSRC Draft Rules are adopted and, if so, why.
THIL's Business
Intellectual Property, page 137
13.We note the communication filed pursuant to Rule 425 on January 25, 2022, in which you
disclose that "Tims China received permission from RBI to design its alternative logo,
with the short-form name that [Mr. Yu] said is "more fluent" for Chinese customers and a
prominent Maple Leaf."  Please describe such permission here and in appropriate places

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 February 18, 2022 Page 4
 FirstName LastNameYongchen Lu
TH International Limited
February 18, 2022
Page 4
throughout the proxy statement/prospectus to the extent that you deem such alternative
logo to be material.
Unaudited Pro Forma Condensed Combined Financial Information, page 171
14.We note your response to comment 12, as well as your amended disclosure on pages xviii,
10 and 81 that highlights the ownership interests of the holders of THIL ordinary shares
reflecting potential sources of dilution.  Please make conforming changes to your chart on
page 171 to reflect such ownership interests.  Additionally, we note certain discrepancies
between such charts.  For example, the shares underlying the granted option shares and
restricted shares is 9,432,822 on page 171 but 9,068,537 on pages xviii, 10 and 80, and the
charts on pages xviii, 10 and 80 additionally now take into account the note holders.
Please tell us why such ownership presentations vary here or revise to ensure consistency
throughout the proxy statement/prospectus.
15.We note your amended disclosure on page xiv that includes a placeholder for the per share
pro forma book value of THIL ordinary shares outstanding at closing, as well as your
reference to the section entitled "Unaudited Pro Forma Condensed Combined Financial
Information" for disclosure regarding such per share pro forma book value.  Please tell us
how such section discusses the per share pro forma book value, as we note that the
discussion and accompanying financial information only include the loss per share.
Taxation
Certain Material U.S. Federal Income Tax Considerations, page 192
16.Please revise to state that the disclosure in this section is the opinion of Morrison
& Foerster LLP, as opposed to a summary of tax consequences. In addition, revise
statements in this section regarding what the tax consequences "should" be to describe the
degree of uncertainty of such opinions and explain why counsel cannot give a "will"
opinion. As examples only, we note statements such as "a U.S. Holder generally should
not recognize gain or loss," the tax basis "should be equal," a "U.S. Holder should expect
all cash distributions."  Revise Exhibit 8.1 to delete the reference to the disclosure in this
section being a summary of tax consequences ("insofar as such statements summarize
U.S. federal income tax law or legal conclusions with respect thereto").  In addition, revise
paragraph (b)(1) of Exhibit 8.1 to exclude the company from your assumptions regarding
due execution and delivery, as well as requisite corporate power and authority.  Refer to
Staff Legal Bulletin No. 19.
General
17.We note the communication filed pursuant to Rule 425 on December 13, 2021, in which
you disclose that you raised money "from a leading global asset manager," that such
"[unnamed] investor also committed to so-called PIPE fundraising," and that "[s]everal
current investors, including affiliates of Sequoia Capital China and Eastern Bell Capital,
also commit[ted] to PIPE funding."  In connection therewith, please:

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 February 18, 2022 Page 5
 FirstName LastName
Yongchen Lu
TH International Limited
February 18, 2022
Page 5

•Quantify the aggregate fees on page 93 that are payable to UBS upon completion of
the business combination when taking into account the amount of such committed
financing.  In this regard, we note that your amended disclosure in response to
comment 15 quantifies the aggregate fees in the event of a hypothetical PIPE
financing.

•Include a description of the proposed PIPE investments in appropriate
places throughout the proxy statement/prospectus and file the related form of
investment agreement, form of Private Note and form of Note as exhibits to the
registration statement.

•Update the relevant beneficial ownership tables in your section entitled "Beneficial
Ownership of Securities" as appropriate to reflect the securities to be held as a result
of the PIPE financing, including by the additional PIPE investors and by your
"current investors, including affiliates of Sequoia Capital China Eastern Bell
Capital."  In this regard, we note that the table and footnotes on page 227 do not
indicate any change in ownership of SCC Growth VI Holdco D, Ltd. and Eastern Bell
International XXVI Limited.

•To the extent that any investors, including the additional PIPE investors, will own
more than 5% of the combined company following the business combination, please
also update the relevant beneficial ownership table.  In this regard, please clarify
whether the additional PIPE investors are the same as your convertible note holders.
Additionally, explain why you have excluded from the third table in this section the
securities identified in (i)-(v) on page 227. In this regard, it appears that the holders of
the $50 million in convertible notes could own an equivalent amount of shares at
closing if they elect to convert, and the warrants for THIL Ordinary Shares will be
exercisable within 60 days of closing.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Owen

CORRESP
1
filename1.htm

    29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004 P.R.C.

    Telephone: +86 10 5737 9300

    Facsimile: +86 10 5737 9301004

    中国北京建国门外大街1号

    国贸写字楼2座29层

    邮编
    100004

    总机:
    +8610 5737 9300

    传真: +8610 5737 9301

    www.kirkland.com

    Steve Lin

    To Call Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

January 28, 2022

CONFIDENTIAL

Ms. Tatanisha Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TH International Limited

    Draft Registration Statement on Form F-4 publicly filed on December 2, 2021

CIK No. 0001877333

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated under
the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 5,
2021 on the Company’s revised draft registration statement on Form F-4 publicly filed on December 2, 2021 relating to a proposed
business combination (the “Draft Registration Statement”). Concurrently with the submission of this letter,
the Company is filing its revised draft registration statement on Form F-4 (the “Revised Draft Registration Statement”)
and certain exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously
with the filing via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised
Draft Registration Statement, marked to show changes to the Draft Registration Statement, and two courtesy copies of the filed exhibits.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Revised Draft Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Revised Draft Registration Statement.

Amendment No. 1 to Registration Statement on Form F-4 filed December
2, 2021

Prospectus Cover Page

    责任有限合伙  非中国执业律师
    • Licensed foreign lawyers only

    Austin Bay Area
    Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City
    Shanghai Washington, D.C.

January 28, 2022

Page 2

    1.
    Please disclose whether your auditor is subject to the determinations
    announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations
    will affect your company.

    In response to the Staff’s comments, the Company has revised
    the disclosure on the cover page and pages 50 and 51 of the Revised Draft Registration Statement.

Summary, page 1

    2.
    Reference is made to
    your disclosure of adjusted store EBITDA on page 2 and elsewhere in the filing. Throughout your filing, when referencing adjusted
    store EBITDA, please  disclose in equal or greater prominence a fully-burdened gross profit prepared in accordance with
    GAAP. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 2 and 126 of the Revised Draft Registration Statement.

    3.
    We note your response to comment 4, as well as your amended
    disclosure in the "Corporate Structure" sub-section. In addition:

    • Please revise your disclosure to state that this
    is the post-business combination corporate structure and not THIL's current corporate structure as of the date of the proxy statement/prospectus.
    In this regard, we note your disclosure that the "diagram illustrates THIL’s corporate structure as of the date of [the]
    proxy statement/prospectus," but the diagram includes the post-business combination structure, as it includes the separate interests
    of the sponsor and Silver Crest public shareholders.

    • Please revise your diagram to also include the contractual
    arrangement between Hortons (China) Holdings Co., Ltd. and Pangaea Data Tech (Shanghai) Co., Ltd. ("DataCo"). In connection
    therewith, please describe the relevant Business Cooperation Agreement, as you do on pages 125 and 126 of the proxy statement/prospectus.
    Please also discuss any uncertainties regarding such arrangement, as we note your disclosure on page 34 that you do not expect to
    "be subject to…cybersecurity review or reporting requirements…because [you] will not collect, store, or process
    more than one million users following the anticipated transfer of control and possession of [y]our customer data to DataCo."

In response to the Staff’s comments, the Company
has revised the disclosure on pages 3 and 4 of the Revised Draft Registration Statement.

    4.
    We note your response
    to comment 5, as well as your amended disclosure throughout the risk factors, and we re-issue the comment. In this summary section,
    please summarize your analysis of the applicability of the permission and/or approval requirements from the CSRC, CAC or any other
    entity that is required to approve of THIL’s operations. Please state affirmatively whether THIL has received all requisite
    permissions and whether any permissions have been denied, and include in such discussion the approvals discussed on page 30.

In response to the Staff’s comments, the Company
has revised the disclosure on page 18 of the Revised Draft Registration Statement.

    5.
    We note your response
    to comment 6, as well as your amended disclosure that "THHK has transferred an aggregate of S$117.0 million in cash to Tim Hortons
    (China) Holdings Co., Ltd. (“Tim Hortons China”) and Tim Hortons (Shanghai) Food and Beverage Co., Ltd. as capital injections."
    In addition to including such aggregate amount, please quantify the amount that has been transferred to each of Tim Hortons China
    and Tim Hortons (Shanghai) Food and Beverage Co., Ltd. Please also quantify any dividends and capital expenses that have been paid,
    or state that none have been paid.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 4 and 5 of the Revised Draft Registration Statement.

January 28, 2022

Page 3

    6.
    We note your response
    to comment 9, as well as your amended disclosure that "THIL’s auditor is currently not, and has not been, subject to inspections
    by the PCAOB." Please revise your statement in appropriate places to clarify that the PCAOB has been and currently is unable
    to inspect your auditor (emphasis added). Please also disclose whether your auditor is subject to the determination announced by
    the PCAOB on December 16, 2021. Additionally, in your risk factor beginning on page 45, please update your disclosure to reflect
    that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying
    the Commission of its determination that it is unable to inspect or  investigate completely accounting firms headquartered
    in mainland China or Hong Kong. In this regard, we note that your disclosure references the rules adopted on March 24, 2021 as the
    latest update regarding the Holding Foreign Companies Accountable Act. Finally, please state in your risk factor discussion of the
    Accelerating Holding Foreign Companies  Accountable Act that, if the Act is enacted and the number of non-inspection years
    is decreased from three years to two years, the time before your securities may be prohibited from trading or delisting would be
    reduced.

In response to the Staff’s comments, the Company
has revised the disclosure on the cover page and pages 20, 50 and 51 of the Revised Draft Registration Statement.

Summary Risk Factors, page 14

    7.
    We note your revisions
    in response to comment 8. Please further revise to clarify that the Chinese government's exertion of more control over offerings
    conducted overseas and/or foreign investment in China-based issuers could result in a material change in THIL's operations and/or
    the value of THIL's common stock.

In response to the Staff’s comments, the Company
has revised the disclosure on page 18, 19 and 41 of the Revised Draft Registration Statement.

Summary Consolidated Financial Information of THIL

Non-GAAP Financial Measure, page 18

    8.
    We read your response
    to our comment 10 and note your revised disclosure. Since this adjustment has the effect of accelerating revenue recognition for
    purposes of the non-GAAP measure, it does not comply with Rule 100(b) of Regulation G. Please revise your disclosure accordingly.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 23 and 156 of the Revised Draft Registration Statement.

    9.
    We reviewed your response
    and revisions in response to comment 11. It appears that a fully-burdened gross profit is the most comparable GAAP measure to Adjusted
    Store EBITDA. When reconciling to this non-GAAP measure throughout your filing, please reconcile from a fully-burdened gross profit.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 23 and 156 of the Revised Draft Registration Statement.

January 28, 2022

Page 4

    10.
    Reference is made to
    the non-cash rental adjustment. By making this adjustment you appear to be substituting an individually tailored recognition and
    measurement method to record cash paid for rentals instead of GAAP rent expense which appears to be prohibited by Question 100.04
    of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Accordingly, please tell us why your
    presentation isn't prohibited or revise to remove this adjustment.

In
response to the Staff’s comments, the Company has revised the disclosure on pages 23 and 156 of the Revised Draft Registration
Statement. The Company respectfully advises the Staff that the non-cash rental adjustment primarily consists of rental expenses
recognized under US. GAAP, using straight-line recognition, and that this non-cash rental adjustment provides management and investors
with a more meaningful and reliable presentation about the performance of the Company’s revenue-generating activities and the profitability
of its operations, therefore enhancing the comparability of the Company’s results of operations from period to period Therefore,
the Company believes that is not substituting an individually tailored recognition and measurement method for a GAAP measure and that
the current presentation is in compliance with Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.

    11.
    Please explain the input
    VAT refund adjustment to us in detail and explain why the adjustment is not prohibited.

The Company respectfully advises the Staff that the input VAT refund adjustment represents refunds of input VAT from local tax authorities.
The Company’s procurement of materials generally involves higher input VAT rates than the Company’s output VAT rate upon sales,
thus the Company has accumulated much higher “creditable input VAT” than “VAT payable” and expects that this trend
will continue. As the input VAT refunds from the local tax authorities have helped alleviate the Company’s VAT burden on material
procurement and improve the Company’s cash flow, the input VAT refund adjustment provides management and investors with a more meaningful
presentation about the performance of the Company’s business activities. Therefore, the Company believes that it is not substituting
an individually tailored recognition and measurement method for a GAAP measure and that the current presentation is not prohibited.

Risk Factors

"Silver Crest's shareholders will have a reduced ownership
and voting interest after

consummation of the Business Combination . . . .", page 57

    12.
    We note your response to comment 15, as well as your amended
    disclosure. We reissue the comment in-part. In particular, please:

    • Revise your disclosure to note that such scenario
    includes the 1,400,000 earn-in shares to be held by the sponsor, if true, in addition to your statement that you are including the
    14,000,000 earn-out shares to potentially be issued to existing THIL shareholders.

    • In this regard, we note that if the combined company
    does not meet the share closing price conditions discussed on page 159 and 160, then the existing THIL shareholders would not earn
    14 million shares but the sponsor would only forfeit 1.4 million shares. As a result, the sponsor's ownership percentage in the combined
    company would be greater than the interests held by the existing THIL shareholders, in the event in which the target price conditions
    are not met. To provide investors with this context, please disclose the corresponding potential ownership interests in this scenario
    for each of the existing THIL shareholders, the existing Silver Crest shareholders (excluding the sponsor), and the sponsor.

    • Separate the interests held by the Silver Crest public
    shareholders from the sponsor when discussing the ownership of the combined company throughout the prospectus. In this regard, we
    note that the ownership table on page 160 presents their ownership on a combined basis.

    • Regarding the table on page 160, provide the ownership
    interests of each of the Silver Crest public shareholders, the sponsor and the existing THIL shareholders when including the earn-out
    shares and the shares underling both the options, restricted share units and warrants. Provide such ownership interests in the chart
    on page xvi as well.

January 28, 2022

Page 5

In response to the Staff’s comments, the Company
has revised the disclosure on pages xvii, xviii, xix, 9, 10, 11, 62, 63, 79, 80, 81, 82, and 171 of the Revised Draft Registration Statement.

"Pangaea Two Acquisition Holdings XXIIB Limited, an existing
shareholder of THIL, will have over 50% equity interest . . . ", page 58

    13.
    We note your response to comment 16, as well as your new
    risk factor. In particular, please:

    • Revise your heading to identify Peter Yu, the Chairman
    and Managing Partner of Cartesian, instead of Pangea Two Acquisition Holdings XXIIB Limited, which we note is the entity that holds
    the separate equity interests of Cartesian, Tencent, Sequoia China and Eastern Bell.

    • Provide the percentage of shares that would need
    to be redeemed by Silver Crest public shareholders to trigger the 50% control threshold. In this regard, we note that you refer to
    a scenario of "maximum redemption" in your heading. As Peter Yu will own 53.6% of the outstanding shares of the combined
    company assuming maximum redemption, we note that he will still have a majority control at certain redemption percentage below a
    maximum redemption scenario.

    • Prominently state Peter Yu's potential majority ownership
    in the beginning of your risk factor discussion instead of at the end, and include both the redemption percentage noted above as
    well as the control percentage assuming no redemptions, to provide investors context regarding the range of ownership scenarios.

    • Here and on the prospectus cover page, describe that
    through Peter Yu's potential majority ownership of your company, he would have the ability to control the outcome of matters submitted
    to stockholders for approval, including the appointment or removal of directors.

In response to the St

United States securities and exchange commission logo
January 5, 2022
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed December 2, 2021
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-4 filed December 2, 2021
Prospectus Cover Page
1.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
Summary, page 1
2.Reference is made to your disclosure of adjusted store EBITDA on page 2 and elsewhere
in the filing.  Throughout your filing, when referencing adjusted store EBITDA, please
disclose in equal or greater prominence a fully-burdened gross profit prepared in
accordance with GAAP.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 2
 FirstName LastNameYongchen Lu
TH International Limited
January 5, 2022
Page 2
3.We note your response to comment 4, as well as your amended disclosure in the
"Corporate Structure" sub-section.  In addition:

•Please revise your disclosure to state that this is the post-business combination
corporate structure and not THIL's current corporate structure as of the date of the
proxy statement/prospectus.  In this regard, we note your disclosure that the "diagram
illustrates THIL’s corporate structure as of the date of [the] proxy
statement/prospectus," but the diagram includes the post-business combination
structure, as it includes the separate interests of the sponsor and Silver Crest public
shareholders.

•Please revise your diagram to also include the contractual arrangement
between Hortons (China) Holdings Co., Ltd. and Pangaea Data Tech (Shanghai) Co.,
Ltd. ("DataCo").  In connection therewith, please describe the relevant Business
Cooperation Agreement, as you do on pages 125 and 126 of the proxy
statement/prospectus.  Please also discuss any uncertainties regarding such
arrangement, as we note your disclosure on page 34 that you do not expect to "be
subject to . . . cybersecurity review or reporting requirements . . . because [you] will
not collect, store, or process more than one million users following the anticipated
transfer of control and possession of [y]our customer data to DataCo."
4.We note your response to comment 5, as well as your amended disclosure throughout the
risk factors, and we re-issue the comment.  In this summary section, please summarize
your analysis of the applicability of the permission and/or approval requirements from the
CSRC, CAC or any other entity that is required to approve of THIL’s operations.
Please state affirmatively whether THIL has received all requisite permissions and
whether any permissions have been denied, and include in such discussion the approvals
discussed on page 30.
5.We note your response to comment 6, as well as your amended disclosure that "THHK
has transferred an aggregate of US$117.0 million in cash to Tim Hortons (China)
Holdings Co., Ltd. (“Tim Hortons China”) and Tim Hortons (Shanghai) Food and
Beverage Co., Ltd. as capital injections."  In addition to including such aggregate amount,
please quantify the amount that has been transferred to each of Tim Hortons China
and Tim Hortons (Shanghai) Food and Beverage Co., Ltd. Please also quantify any
dividends and capital expenses that have been paid, or state that none have been paid.
6.We note your response to comment 9, as well as your amended disclosure that "THIL’s
auditor is currently not, and has not been, subject to inspections by the PCAOB."  Please
revise your statement in appropriate places to clarify that the PCAOB has been and
currently is unable to inspect your auditor (emphasis added).  Please also disclose whether
your auditor is subject to the determination announced by the PCAOB on December 16,
2021.  Additionally, in your risk factor beginning on page 45, please update your
disclosure to reflect that the Commission adopted rules to implement the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 3
 FirstName LastName
Yongchen Lu
TH International Limited
January 5, 2022
Page 3
of its determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.  In this regard, we note that your
disclosure references the rules adopted on March 24, 2021 as the latest update regarding
the Holding Foreign Companies Accountable Act.  Finally, please state in your risk factor
discussion of the Accelerating Holding Foreign Companies Accountable Act that, if the
Act is enacted and the number of non-inspection years is decreased from three years to
two years, the time before your securities may be prohibited from trading or delisting
would be reduced.
Summary Risk Factors, page 14
7.We note your revisions in response to comment 8.  Please further revise to clarify that the
Chinese government's exertion of more control over offerings conducted overseas and/or
foreign investment in China-based issuers could result in a material change in THIL's
operations and/or the value of THIL's common stock.
Summary Consolidated Financial Information of THIL
Non-GAAP Financial Measure, page 18
8.We read your response to our comment 10 and note your revised disclosure.  Since this
adjustment has the effect of accelerating revenue recognition for purposes of the non-
GAAP measure, it does not comply with Rule 100(b) of Regulation G.  Please revise your
disclosure accordingly.
9.We reviewed your response and revisions in response to comment 11.  It appears that a
fully-burdened gross profit is the most comparable GAAP measure to Adjusted Store
EBITDA.  When reconciling to this non-GAAP measure throughout your filing, please
reconcile from a fully-burdened gross profit.
10.Reference is made to the non-cash rental adjustment.  By making this adjustment you
appear to be substituting an individually tailored recognition and measurement method to
record cash paid for rentals instead of GAAP rent expense which appears to be prohibited
by Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.  Accordingly, please tell us why your presentation isn't
prohibited or revise to remove this adjustment.
11.Please explain the input VAT refund adjustment to us in detail and explain why the
adjustment is not prohibited.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 4
 FirstName LastName
Yongchen Lu
TH International Limited
January 5, 2022
Page 4
Risk Factors
"Silver Crest's shareholders will have a reduced ownership and voting interest after
consummation of the Business Combination . . . .", page 57
12.We note your response to comment 15, as well as your amended disclosure.  We reissue
the comment in-part.  In particular, please:

•Revise your disclosure to note that such scenario includes the 1,400,000 earn-in
shares to be held by the sponsor, if true, in addition to your statement that you are
including the 14,000,000 earn-out shares to potentially be issued to existing THIL
shareholders.

•In this regard, we note that if the combined company does not meet the share closing
price conditions discussed on page 159 and 160, then the existing THIL shareholders
would not earn 14 million shares but the sponsor would only forfeit 1.4 million
shares.  As a result, the sponsor's ownership percentage in the combined company
would be greater than the interests held by the existing THIL shareholders, in the
event in which the target price conditions are not met.  To provide investors with this
context, please disclose the corresponding potential ownership interests in this
scenario for each of the existing THIL shareholders, the existing Silver Crest
shareholders (excluding the sponsor), and the sponsor.

•Separate the interests held by the Silver Crest public shareholders from the sponsor
when discussing the ownership of the combined company throughout the prospectus.
In this regard, we note that the ownership table on page 160 presents their ownership
on a combined basis.

•Regarding the table on page 160, provide the ownership interests of each of the Silver
Crest public shareholders, the sponsor and the existing THIL shareholders when
including the earn-out shares and the shares underling both the options, restricted
share units and warrants.  Provide such ownership interests in the chart on page xvi as
well.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 5
 FirstName LastName
Yongchen Lu
TH International Limited
January 5, 2022
Page 5
"Pangaea Two Acquisition Holdings XXIIB Limited, an existing shareholder of THIL, will have
over 50% equity interest . . . ", page 58
13.We note your response to comment 16, as well as your new risk factor.  In particular,
please:

•Revise your heading to identify Peter Yu, the Chairman and Managing Partner of
Cartesian, instead of Pangea Two Acquisition Holdings XXIIB Limited, which we
note is the entity that holds the separate equity interests of Cartesian, Tencent,
Sequoia China and Eastern Bell.

•Provide the percentage of shares that would need to be redeemed by Silver Crest
public shareholders to trigger the 50% control threshold.  In this regard, we note that
you refer to a scenario of "maximum redemption" in your heading.  As Peter Yu will
own 53.6% of the outstanding shares of the combined company assuming maximum
redemption, we note that he will still have a majority control at certain redemption
percentage below a maximum redemption scenario.

•Prominently state Peter Yu's potential majority ownership in the beginning of your
risk factor discussion instead of at the end, and include both the redemption
percentage noted above as well as the control percentage assuming no redemptions,
to provide investors context regarding the range of ownership scenarios.

•Here and on the prospectus cover page, describe that through Peter Yu's potential
majority ownership of your company, he would have the ability to control the
outcome of matters submitted to stockholders for approval, including the appointment
or removal of directors.
Redemption Rights, page 74
14.We note your response to comment 44, as well as your amended disclosure.  Additionally,
please:

•Explain why existing Silver Crest shareholders will still own 3,994,184 shares of the
combined company in the scenario on page 73, assuming maximum redemptions,
given that this scenario assumes that public stockholders exercise their redemption
rights with respect to all outstanding shares.

•Revise your chart on page 74 to include the breakdown of the amount of shares and
corresponding percentage to be held by each of the existing Silver Crest shareholders,
the sponsor and existing THIL shareholders, once you take into account the impact of
of each of the identified potential sources of dilution.

•Provide narrative disclosure explaining the resulting risks to non-redeeming
shareholders in the event that redeeming shareholders exercise their retained

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 6
 FirstName LastName
Yongchen Lu
TH International Limited
January 5, 2022
Page 6
public warrants, which we note you quantify to be $6,274,500 as of December 1,
2021.

•Provide narrative disclosure explaining why the per share value of THIL ordinary
shares continues to be $10.00 per share in each of the redemption scenarios, as you
note in footnote 7 to the table on page 73 and footnote 3 to the table on page 74.

•Revise your chart on page 74 to state that the "Total THIL Ordinary Shares
outstanding at Closing" includes the shares underlying granted option shares and
restricted shares, in addition to the earn-out shares and shares underlying the
warrants.
Background of the Business Combination, page 86
15.We note your response to comment 17, as well as your amended disclosure that "each of
UBS and BofA Securities will be paid a fee equal to a certain percentage of the aggregate
gross proceeds received by THIL in any PIPE transaction."  Please disclose the percentage
that UBS will be entitled to upon the closing of any PIPE transaction.  Additionally,
please quantify the fees payable to UBS in connection with its services provided as capital
markets advisor to Silver Crest in the proposed business combination.  Last, similar to
your discussion of a "hypothetical $100,000,000 PIPE financing" on page 57, please
quantify the quantify the aggregate fees payable to UBS Securities LLC, including the
capital markets advisory fee, the fee in connection with such hypothetical PIPE, and the
deferred fee of $12,075,000s, as discussed on page xvi.
16.We note your response to comment 18, as well as your amended disclosure discussing the
financial due diligence conducted by FTI Consulting (Hong Kong) in greater detail.  We
reissue the comment in-part.  Please tell us whether FTI Consulting, UBS, BoFA or any
other advisors delivered any reports to the board or potential PIPE investors that were
materially related to the transaction and whether these would fall within the purview of
Item 4(b) of Form F-4 (including the investor presentation circulated by Bank of America
to THIL and UBS).  In this regard, we note that the Item 4(b) requires disclosure of
reports under Item 1015 of Regulation M-A and is distinct from your response to
comment 45, which discusses your reliance of Section 4(a)(2) of the Securities Act.
17.We note your response to comment 20, as well as your amended disclosure that the
"Sponsor agreed to donate 1,500,000 of its THIL Warrants . . . ."  Please explain how this
is permitted under the Sponsor Lock-Up Agreement, as we note your disclosure on page
98 that such agreement and the corresponding lock-up periods apply to transfers of
"Sponsor Locked-Up Shares," including warrants held by the Sponsor.  Additionally,
please briefly discuss the intended tax treatment of such donation or tell us why this is not
material.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 January 5, 2022 Page 7
 FirstName LastName
Yongchen Lu
TH International Limited
January 5, 2022
Page 7
18.We note your response to comment 21, as well as your amended disclosure, and we
reissue the comment in-part.  In particular:

•We note your disclosure that "representatives of THIL had originally requested" the
permitted equity financing to "be capped at an amount equal to 10% the total
outstanding voting securities of THIL" and that Silver Crest and THIL "agreed on the
amount of the Permitted Financing" on a call on August 13, 2021.  Please disclose the
agreed-upon amount, which we note is $30,000,000 according to the page A-8 of
Annex A, and explain how the parties determined such amount.

•Please explain how the parties determined the price milestones related to the earn-
out/earn-in structure and the corresponding 5-year time p

CORRESP
1
filename1.htm

    29th
    Floor, China World Office 2

    No.1
    Jian Guo Men Wai Avenue

    Beijing
    100004 P.R.

    Telephone:
    +86 10 5737 9300

    Facsimile:
    +86 10 5737 9301

    www.kirkland.com

    Steve
    Lin

    To Call
    Writer Directly

    +86 10 5737 9315

    steve.lin@kirkland.com

    December 2, 2021

CONFIDENTIAL

Ms. Tatanisha
Meadows

Mr. Adam Phippen

Mr. Brian Fetterolf

Ms. Lilyanna Peyser

Office of Trade & Services

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TH International Limited

Draft Registration Statement on Form F-4 publicly filed on September 23, 2021

CIK No. 0001877333

Dear Ms. Meadows, Mr. Phippen, Mr. Fetterolf and Ms. Peyser:

On
behalf of our client, TH International Limited (the “Company”), a foreign private issuer incorporated
under the laws of the Cayman Islands, we are submitting to the staff of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the staff’s letter dated October 22, 2021
on the Company’s draft registration statement on Form F-4 publicly filed on September 23, 2021 relating to a proposed
business combination (the “Draft Registration Statement”). Concurrently with the submission of this letter,
the Company is filing its revised draft registration statement on Form F-4 (the “Revised Draft Registration Statement”)
and certain exhibits thereto via EDGAR to the Commission for review pursuant to the Jumpstart Our Business Startups Act. Simultaneously
with the filing via EDGAR, the Company is delivering to the staff via hand delivery five courtesy copies of this letter and the Revised
Draft Registration Statement, marked to show changes to the Draft Registration Statement, and two courtesy copies of the filed exhibits.

PARTNERS: Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 | Chui Hao Farn3 | Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3 | David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# | Wenchen Tang3 | Li Chien Wong | Liyong Xing3 | Jacqueline B.N. Zheng3,5 | Yu Zheng3

REGISTERED FOREIGN LAWYERS: Gautam Agarwal5 | Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 | James A. Hill5 | Ju Huang3 | Ding Jin3 | Cori A. Lable2 | Nicholas Tianchia Liew5 | Wei Yang Lim5 | Bo Peng8 | David Zhang3

ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Securities and Exchange Commission

 December 2, 2021

 Page 2

The staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Revised Draft Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Revised Draft Registration Statement.

Registration Statement on Form F-4 filed September 23,
2021

Prospectus Cover Page, page i

 1. We note your disclosure that "THIL has significant operations in China through its PRC subsidiaries" and that the
related legal and operational risks could "significantly limit or completely hinder THIL’s ability to accept foreign investments
and offer or continue to offer securities to foreign investors . . . ."  Please also disclose that THIL, which will be the post-business
combination company, is not a Chinese company but a Cayman Islands holding company and that THIL's post-business combination structure involves
unique risks to investors.  Additionally, please disclose the extent that such risks could limit or hinder THIL's ability to conduct
its business or list on a U.S. or other foreign exchange. Specifically state that the "increasing oversight on cybersecurity and
data privacy" and "potential anti-monopoly actions" are related to the Chinese government's recently issued statements
and instituted regulatory actions.  Please also disclose here and elsewhere as appropriate, such as in the Questions and Answers
section, Summary and Risk Factors, that THIL will control the combined company and its board, and provide the percentage ownership of
THIL and Silver Crest after consummation of the business combination.

In
response to the Staff’s comments, the Company has revised the disclosure on the cover page and pages xv, xvi,
xvii, 2, 3, 4, 5, 8, 9, 57, 58, 59, 72, 73, 74 and 79 of the Revised Draft Registration Statement. The Company respectfully advises
the Staff that, unlike many China-based companies that are listed in the U.S. through a Cayman Islands holding company, THIL does
not have a VIE structure and, as a result, is not subject to the related risks.

Questions and Answers about the Business Combination and the Extraordinary
General Meeting Q: What will happen to Silver Crest's securities upon consummation of the Business Combination?, page viii

 2. Please also state that the Silver Crest units and public warrants will be delisted and deregistered and that THIL intends
to apply to list its warrants on Nasdaq.  Please make conforming changes throughout the proxy statement/prospectus, including on
the prospectus cover page.

In response to the Staff’s comments, the Company has
revised the disclosure on pages viii and ix of the Revised Draft Registration Statement.

Securities and Exchange Commission

December 2, 2021

 Page 3

Q: What happens if the Business Combination is not consummated?,
page xiii

 3. Here and elsewhere, as applicable, please describe any consideration provided in exchange for the agreement by each of the sponsor
and Silver Crest's directors and officers to waive their redemption rights with respect to their founder shares.

In response to the Staff’s comments, the Company has
revised the disclosure on page xiii of the Revised Draft Registration Statement.

Summary, page 1

 4. In this section, please provide a diagram of THIL's post-business combination corporate structure, including the equity ownership
interests of each entity and group of persons. Identify clearly the entity in which investors will hold their interest upon consummation
of the business combination and the entity(ies) in which the combined company's operations will be conducted.  Please include
 "DataCo" and identify any contractual arrangements between THIL and DataCo.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 2 and 3 of the Revised Draft Registration Statement. The Company respectfully advises the
Staff that THIL does not have any equity interest in DataCo and has not entered into any contractual arrangement with DataCo as of
the date of this submission. The Company has revised the disclosure on pages 125 and 126 of the Revised Draft Registration
Statement to describe the contemplated contractual arrangement with DataCo.

 5. Disclose each permission that THIL or its subsidiaries are required to obtain from Chinese authorities to operate and issue
THIL's securities to foreign investors.  State whether THIL or its subsidiaries are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of THIL’s operations, and state affirmatively whether THIL has received
all requisite permissions and whether any permissions have been denied.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 30, 33, 34, 35 and 37 of the Revised Draft Registration Statement.

 6. Provide a clear description of how cash is transferred through THIL.  Quantify any cash flows and transfers of other assets
by type that have occurred between the holding company, its subsidiaries, and direction of transfer.  Quantify any dividends or distributions
that a subsidiary has made to the company or holding company and which entity made such transfer, and their tax consequences.  Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax consequences.  Describe any restrictions on
foreign exchange and THIL's ability to transfer cash between entities, across borders, and to U.S. investors.  Describe any restrictions
and limitations on THIL's ability to distribute earnings from its businesses, including subsidiaries, to the parent company and U.S. investors,
as we note you discuss on page 32.

In response
to the Staff’s comments, the Company has revised the disclosure on pages 3, 4, 41 and 42 of the Revised Draft
Registration Statement. The Company respectfully advises the Staff that there has been no transfer of non-cash assets between the
holding company and its subsidiaries.

Securities and Exchange Commission

December 2, 2021

 Page 4

TH International Limited, page 2

 7. Please discuss your revenue during the second half of 2020, as you do on page 122, to balance your discussion here of revenue
in the first half of 2021 and the first half of 2020. Please also consider prominently discussing the impact of COVID-19 on THIL's business,
as you do on page 122.  In addition, quantify your adjusted store contribution for each of fiscal 2020 and the six months ended
June 30, 2021.  Finally, please disclose the percentage of THIL's total revenues that digital orders generated in June 2020.

In response
to the Staff’s comments, the Company has revised the disclosure on pages 1, 2, 116, 117, 118 and 126 of the Revised Draft
Registration Statement.

Summary
Risk Factors, page 10

 8. We note your summary risk factors in connection with the risks associated with doing business in China.  Please revise
your disclosure to provide a more robust summary of the significant regulatory, liquidity and enforcement risks with cross-references
to the more detailed discussion of these risks in the proxy statement/prospectus.  Particularly, in connection with your disclosure
that the interpretation and enforcement of PRC laws and regulations "involve significant uncertainties, as the PRC legal system
is evolving rapidly," please disclose that such laws and regulations can change quickly with little advance notice and make conforming
changes to your risk factor on page 31 discussing the same.  In connection with your disclosure regarding "PRC governmental
authorities' significant oversight and discretion," please disclose that such authorities may intervene or influence THIL's
operations at any time and make conforming changes to your risk factor on page 30 discussing the same.  Please also discuss
here and in your risk factors the risk that the Chinese government may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in THIL's operations and/or the value of THIL's common stock.
Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

In response to the Staff’s comments, the Company has
revised the disclosure on pages 15,  16,  37, 38 and 39 of the Revised Draft Registration Statement.

Securities and Exchange Commission

 December 2, 2021

 Page 5

 9. With respect to your disclosure of the risks pertaining to the PCAOB, please revise your disclosure to state that the PCAOB
has been and is currently unable to inspect THIL's auditor, as you discuss on page 37.

In response
to the Staff’s comments, the Company has revised the disclosure on pages 16  and 44 of the Revised Draft Registration
Statement.

Summary Consolidated Financial Information of THIL Non-GAAP Financial
Measure, page 12

 10. Reference is made to adjustment (4) related to deferred revenue.  Please explain this adjustment to us in further
detail.  In addition, please tell us how you considered whether you are substituting an individually tailored recognition and measurement
method for a GAAP measure.  Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G.

In response to the Staff’s comments, the Company
has revised the disclosure on pages 18, 19, 146 and 147 of the Revised Draft Registration Statement.

The Company respectfully advises the Staff that the Company
operates a loyalty program that allows registered members to earn points for each qualifying purchase, which generally expire 12 months
after being earned and may be credited towards purchases of products in our company owned and operated stores for free or at a discounted
price. The Company defers revenue associated with the estimated selling price of the points earned as contract liabilities and subsequently
recognizes revenue when the points are redeemed or expired. Deferred revenue is a non-cash item, and its amount is usually immaterial
and is dependent on management’s judgement. As such, the Company believes that the adjustment of deferred revenue provides management
and investors with a more meaningful and reliable presentation about the performance of its revenue-generating activities and the profitability
of its operations, therefore enhancing the comparability of its results of operations from period to period. Therefore, the Company believes
that it is not substituting an individually tailored recognition and measurement method for a GAAP measure and that the current presentation
is in compliance with Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation
G.

Securities and Exchange Commission

December 2, 2021

 Page 6

 11. Please tell us why net loss rather than gross profit was determined to be the most directly comparable financial measure
calculated and presented in accordance with Generally Accepted Accounting Principles.

In response to the Staff’s comments, the Company has
revised the disclosure on pages 19, 146 and 147 of the Revised Draft Registration Statement.

Risk Factors,
page 16

 12. Please include a risk factor discussing the risks associated with the exclusive forum provision in the amended and restated
warrant agreement, including increased costs to bring a claim and the potential that the provision will discourage claims or
limit investors’ ability to bring a claim in a judicial forum that they find favorable.  In addition, address whether
there is any question as to whether a court would enforce the provision; in this regard, we note that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.  Finally, please revise the amended and restated warrant agreement to
state that it applies to claims arising under the Securities Act.

In response
to the Staff’s comments, the Company has revised the disclosure on pages 47 and 48 of the Revised Draft Registration
Statement. In addition, please note that the amended and restated warrant agreement will be revised to state that it applies to
claims arising under the Securities Act.

"We are subject to a variety of laws and regulations regarding
cybersecurity and data protection . . . .", page 26

 13. We note your disclos

United States securities and exchange commission logo
October 22, 2021
Yongchen Lu
Chief Executive Officer
TH International Limited
2501 Central Plaza
227 Huangpi North Road
Shanghai, People’s Republic of China, 200003
Re:TH International Limited
Registration Statement on Form F-4
Filed September 23, 2021
File No. 333-259743
Dear Mr. Lu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed September 23, 2021
Prospectus Cover Page, page i
1.We note your disclosure that "THIL has significant operations in China through its PRC
subsidiaries" and that the related legal and operational risks could "significantly limit or
completely hinder THIL’s ability to accept foreign investments and offer or continue to
offer securities to foreign investors . . . ."  Please also disclose that THIL, which will be
the post-business combination company, is not a Chinese company but a Cayman Islands
holding company and that THIL's post-business combination structure involves unique
risks to investors.  Additionally, please disclose the extent that such risks could limit or
hinder THIL's ability to conduct its business or list on a U.S. or other foreign exchange.
Specifically state that the "increasing oversight on cybersecurity and data privacy" and

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 October 22, 2021 Page 2
 FirstName LastName
Yongchen Lu
TH International Limited
October 22, 2021
Page 2
"potential anti-monopoly actions" are related to the Chinese government's recently issued
statements and instituted regulatory actions.  Please also disclose here and elsewhere as
appropriate, such as in the Questions and Answers section, Summary and Risk Factors,
that THIL will control the combined company and its board, and provide the percentage
ownership of THIL and Silver Crest after consummation of the business combination.
Questions and Answers about the Business Combination and the Extraordinary General Meeting
Q: What will happen to Silver Crest's securities upon consummation of the Business
Combination?, page viii
2.Please also state that the Silver Crest units and public warrants will be delisted and
deregistered and that THIL intends to apply to list its warrants on Nasdaq.  Please make
conforming changes throughout the proxy statement/prospectus, including on the
prospectus cover page.
Q: What happens if the Business Combination is not consummated?, page xiii
3.Here and elsewhere, as applicable, please describe any consideration provided in
exchange for the agreement by each of the sponsor and Silver Crest's directors and
officers to waive their redemption rights with respect to their founder shares.
Summary, page 1
4.In this section, please provide a diagram of THIL's post-business combination corporate
structure, including the equity ownership interests of each entity and group of persons.
Identify clearly the entity in which investors will hold their interest upon consummation of
the business combination and the entity(ies) in which the combined company's operations
will be conducted.  Please include "DataCo" and identify any contractual arrangements
between THIL and DataCo.
5.Disclose each permission that THIL or its subsidiaries are required to obtain from Chinese
authorities to operate and issue THIL's securities to foreign investors.  State whether THIL
or its subsidiaries are covered by permissions requirements from the CSRC, CAC or any
other entity that is required to approve of THIL’s operations, and state affirmatively
whether THIL has received all requisite permissions and whether any permissions have
been denied.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 October 22, 2021 Page 3
 FirstName LastName
Yongchen Lu
TH International Limited
October 22, 2021
Page 3
6.Provide a clear description of how cash is transferred through THIL.  Quantify any cash
flows and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the company or holding company and which
entity made such transfer, and their tax consequences.  Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences.  Describe any
restrictions on foreign exchange and THIL's ability to transfer cash between entities,
across borders, and to U.S. investors.  Describe any restrictions and limitations on THIL's
ability to distribute earnings from its businesses, including subsidiaries, to the parent
company and U.S. investors, as we note you discuss on page 32.
TH International Limited, page 2
7.Please discuss your revenue during the second half of 2020, as you do on page 122, to
balance your discussion here of revenue in the first half of 2021 and the first half of 2020.
Please also consider prominently discussing the impact of COVID-19 on THIL's business,
as you do on page 122.  In addition, quantify your adjusted store contribution for each of
fiscal 2020 and the six months ended June 30, 2021.  Finally, please disclose the
percentage of THIL's total revenues that digital orders generated in June 2020.

Summary Risk Factors, page 10
8.We note your summary risk factors in connection with the risks associated with doing
business in China.  Please revise your disclosure to provide a more robust summary of the
significant regulatory, liquidity and enforcement risks with cross-references to the more
detailed discussion of these risks in the proxy statement/prospectus.  Particularly, in
connection with your disclosure that the interpretation and enforcement of PRC laws and
regulations "involve significant uncertainties, as the PRC legal system is evolving
rapidly," please disclose that such laws and regulations can change quickly with little
advance notice and make conforming changes to your risk factor on page 31 discussing
the same.  In connection with your disclosure regarding "PRC governmental authorities'
significant oversight and discretion," please disclose that such authorities may intervene or
influence THIL's operations at any time and make conforming changes to your risk factor
on page 30 discussing the same.  Please also discuss here and in your risk factors the risk
that the Chinese government may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in THIL's operations and/or the value of THIL's common stock.  Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 October 22, 2021 Page 4
 FirstName LastName
Yongchen Lu
TH International Limited
October 22, 2021
Page 4
9.With respect to your disclosure of the risks pertaining to the PCAOB, please revise your
disclosure to state that the PCAOB has been and is currently unable to inspect THIL's
auditor, as you discuss on page 37.
Summary Consolidated Financial Information of THIL
Non-GAAP Financial Measure, page 12
10.Reference is made to adjustment (4) related to deferred revenue.  Please explain this
adjustment to us in further detail.  In addition, please tell us how you considered whether
you are substituting an individually tailored recognition and measurement method for a
GAAP measure.  Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations and Rule 100(b) of Regulation G.
11.Please tell us why net loss rather than gross profit was determined to be the most directly
comparable financial measure calculated and presented in accordance with Generally
Accepted Accounting Principles.
Risk Factors, page 16
12.Please include a risk factor discussing the risks associated with the exclusive forum
provision in the amended and restated warrant agreement, including increased costs to
bring a claim and the potential that the provision will discourage claims or limit investors’
ability to bring a claim in a judicial forum that they find favorable.  In addition,
address whether there is any question as to whether a court would enforce the provision;
in this regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  Finally, please revise the
amended and restated warrant agreement to state that it applies to claims arising under the
Securities Act.
"We are subject to a variety of laws and regulations regarding cybersecurity and data protection .
. . .", page 26
13.We note your disclosure regarding your contemplated "transfer of control and possession
of [y]our customer data to [DataCo], a PRC-incorporated company."  We also note that
the Form 8-K filed by Silver Crest on August 16, 2021 appears to discuss such entity and
notes that the entity "will enter into a long-term contract to provide services to THIL on a
cost-only basis."  Here and elsewhere as applicable, please provide a more robust
discussion of the arrangement with DataCo and revise your disclosure to specifically
discuss the extent to which you believe you are compliant with the regulations or policies
that have been issued by the Cyberspace Administration of China in light of their greater
oversight. In addition, revise your disclosure to explain how greater CAC oversight
impacts your business and your offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 October 22, 2021 Page 5
 FirstName LastName
Yongchen Lu
TH International Limited
October 22, 2021
Page 5
"We may redeem your unexpired public THIL Warrants prior to their exercise at a time that is
disadvantageous to you . . . .", page 39
14.Please highlight the material differences between the public warrants and private warrants,
particularly by disclosing that you cannot redeem the private warrants held by the sponsor
or its permitted transferees except in the redemption scenario in which THIL ordinary
shares have been trading between $10.00 and $18.00, which you discuss on page 180.
"Silver Crest's shareholders will have a reduced ownership and voting interest after
consummation of the Business Combination . . . .", page 48
15.Here and elsewhere, as applicable, please disclose the sponsor and its affiliates'
total potential ownership interest in the combined company, assuming exercise and
conversion of all convertible securities, including the warrants that will be convertible into
common stock.  More generally, when revising your disclosure, please also separate the
interests held by the Silver Crest public shareholders from the sponsor and its affiliates.
Please also address the risk that the Silver Crest shareholders will be further diluted if the
parties obtain PIPE financing.
16.Here or in a new risk factor, please prominently disclose the risks related to the fact, if
true, that the combined company will be majority-owned by Cartesian, including that
Cartesian will have the authority to approve shareholder actions such as the election of
directors. In this regard, we note that Mr. Yu, the Managing Partner of Cartesian and
Chairman of your board, has voting and investment control over Pangea Two Acquisition
Holdings XXIIA Limited; we further note the disclosure in Note 19 to the financial
statements.  Please include this disclosure -- including Cartesian's percentage ownership
assuming no and full redemption, and the fact that your directors and officers have control
of and involvement in Cartesian -- on the prospectus cover page and in the Summary.   If
you would be considered a “controlled company” under your applicable exchange listing
standards, please disclose this on the prospectus cover page and in the Summary, discuss
whether you will utilize any related exemptions to governance rules, and include
appropriate risk factor disclosure.
Background of the Business Combination, page 67
17.Please quantify the aggregate fees payable to UBS Securities LLC upon completion of a
business combination.  We note that, in addition to the deferred underwriting fee, UBS
Securities LLC is performing additional services as capital markets advisor to Silver Crest
in connection with the proposed business combination and as joint placement agent in
connection with potential PIPE transactions.  In revising your disclosure, please also
clarify whether the fees pertaining to their additional services are conditioned on
completion of the transaction.
18.Please provide a more robust discussion of the roles that the advisors played in the
transaction negotiations and valuation discussions.  In particular, please provide greater

 FirstName LastNameYongchen Lu
 Comapany NameTH International Limited
 October 22, 2021 Page 6
 FirstName LastNameYongchen Lu
TH International Limited
October 22, 2021
Page 6
detail about the roles that FTI Consulting (Hong Kong) Limited and UBS Securities LLC
played in the financial due diligence of THIL.  Please also tell us whether the advisors
delivered any reports to the board or potential PIPE investors that were materially related
to the transaction and whether these would fall within the purview of Item 4(b) of Form F-
4 (including the investor presentation circulated by Bank of America to THIL and UBS).
If so, please revise your disclosure to state as much and provide the information required
by Item 4(b) of Form F-4.
19.Please discuss which legal counsel advised Silver Crest with respect to their discussions
with Company A and other potential targets, which we note began prior to the engagement
of Morrison & Foerster LLP on February 3, 2021. In addition, we note that Silver Crest's
current charter waives the corporate opportunities doctrine; please address this potential
conflict of interest and whether it impacted Silver Crest's search for an acquisition target.
20.We note your disclosure that "Silver Crest agreed to donate 1,500,000 of its Silver Crest
Warrants to a charitable foundation."  Please provide a more robust discussion here of the
agreement, the warrants (including whether they will be private or public and whether
they will be newly issued), the anticipated donation date, the receiving foundation and
whether it is aware of the impending donation, and the reasons for such donation
(including any anticipated tax treatment, if applicable).
21.We note your discussion of the negotiations leading up to the agreed-upon "$1.688 billion
pre-transaction enterprise valuation for THIL."  Please revise to provide more detail
regarding the negotiations and board considerations, including a further description of the
"softer market conditions," the amount of Silver Crest's initial counter-proposal, the
"conditions that would contribute to a positive reception in the market," the financial
projections and any discussions relating to the assumptions

CORRESP
1
filename1.htm

    Steve Lin

    To Call Writer Directly

    +86 1057379315

    steve.lin@kirkland.com

                           29th Floor, China World Office 2

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004, P.R. China

    Telephone: +8610 5737 9300

    Facsimile: +8610 5737 9301

    www.kirkland.com

    September 23, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TH International Limited

Filing of Draft Registration Statement on Form F-4

Dear Sir or Madam:

On behalf of our client, TH
International Limited (the “Company”), a foreign private issuer incorporated under the laws of the Cayman Islands,
we are filing the Company’s draft registration statement on Form F-4 (the “Draft Registration Statement”)
relating to the registration the Company’s ordinary shares, which have a par value of US$0.0001 per share. The Company has included
in this filing its audited consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2020. In
subsequent filings, the Company plans to include, for the Staff’s review, unaudited consolidated financial statements as of June 30,
2021 and for the six months ended June 30, 2020 and 2021.

If you have any questions
regarding the Registration Statement, please contact me at Steve Lin at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593
(cell).

Thank you for your time and
attention.

  Very truly yours,

  /s/ Steve Lin

  Steve Lin

Enclosure

c.c. Yongchen Lu, Chief Executive Officer

  Dong Li, Chief Financial Officer

  Steve Lin, Esq., Partner, Kirkland & Ellis
International LLP

  Linda Zhao, Partner, KPMG Huazhen LLP

Licensed
foreign lawyers only

Austin  
Bay Area   Boston   Brussels   Chicago   Dallas   Hong Kong  
Houston   London   Los Angeles   Munich   New York   Paris  
Shanghai   Washington, D.C.