$THCH

TH International Ltd

CIK:0001877333|SEC Filings

Consolidated Statements of Operations - CNY (¥)	12 Months Ended
Consolidated Statements of Operations - CNY (¥)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenues
Total revenues	¥ 1,316,196,474	¥ 1,391,157,811	¥ 1,560,005,807
Costs and expenses, net
Food and packaging (including cost of Company owned and operated stores from transactions with a related party of RMB30,743,744, RMB53,208,876 and RMB72,109,353 for the years ended December 31, 2025, 2024 and 2023, respectively)	321,947,596	374,086,268	486,359,371
Store rental expenses	220,884,832	241,425,171	289,556,435
Payroll and employee benefits	199,341,612	231,541,640	304,545,595
Delivery costs	130,650,009	119,171,120	116,449,046
Other operating expenses (including service fee from transactions with a related party of RMB600,000, RMB600,000 and RMB600,000 for the years ended December 31, 2025, 2024 and 2023, respectively)	84,316,942	95,035,952	118,633,641
Store depreciation and amortization	107,930,233	129,613,822	138,734,429
Company owned and operated store costs and expenses	1,065,071,224	1,190,873,973	1,454,278,517
Costs of other revenues	171,325,892	153,611,770	149,692,427
Marketing expenses	63,456,595	64,848,548	96,678,285
General and administrative expenses	204,342,527	210,322,557	325,258,149
Franchise and royalty expenses (including franchise and royalty expenses from transactions with a related party of RMB49,935,665, RMB47,477,864 and RMB51,697,551 for the years ended December 31, 2025, 2024 and 2023, respectively)	62,736,133	57,761,479	57,063,007
Other operating costs and expenses	3,282,975	10,794,362	28,872,217
Loss on disposal of property and equipment	6,469,536	4,146,858	16,404,477
Impairment losses of long-lived assets	60,319,579	56,287,026	111,426,961
Other income	(3,455,175)	(8,408,091)	(11,743,225)
Total costs and expenses, net	1,633,549,286	1,740,238,482	2,227,930,815
Operating loss from continuing operations	(317,352,812)	(349,080,671)	(667,925,008)
Interest income	3,528,064	3,202,948	14,182,881
Interest expenses	(16,679,066)	(22,448,159)	(20,419,992)
Foreign currency transaction (loss)/gain	(1,119,173)	3,484,612	(16,771,124)
Loss of debt extinguishment	(73,078,104)	(10,657,161)
Changes in fair value of Deferred Contingent Consideration		(16,941,248)	(26,106,460)
Changes in fair value of convertible notes	(30,626,980)	(65,874,310)	(58,280,908)
Changes in fair value of warrant liabilities			(83,966,126)
Changes in fair value of ESA derivative liabilities			19,654,006
Loss from continuing operations before income taxes	(435,328,071)	(458,313,989)	(839,632,731)
Income tax expenses	(483,675)	(2,115,015)	(97,241)
Net loss from continuing operations	(435,811,746)	(460,429,004)	(839,729,972)
Discontinued operations:
Net income/(loss) from discontinued operations		51,443,794	(33,196,461)
Net loss	(435,811,746)	(408,985,210)	(872,926,433)
Net loss from continuing operations	(435,811,746)	(460,429,004)	(839,729,972)
Less: Net (loss)/income from continuing operations attributable to non-controlling interests	(1,323,251)	3,096,345	3,323,950
Net loss from continuing operations attributable to shareholders of the Company	(434,488,495)	(463,525,349)	(843,053,922)
Net income/(loss) from discontinued operations attributable to shareholders of the Company		51,443,794	(33,196,461)
Net loss attributable to shareholders of the Company	¥ (434,488,495)	¥ (412,081,555)	¥ (876,250,383)
Basic and diluted loss per ordinary share (in Yuan Renminbi per share)	¥ (13.36)	¥ (12.7)	¥ (28.41)
Diluted loss per ordinary share (in Yuan Renminbi per share)	¥ (13.36)	¥ (12.7)	¥ (28.41)
Company Owned And Operated Stores
Revenues
Total revenues	¥ 1,068,169,775	¥ 1,188,292,854	¥ 1,389,640,747
Other Revenues
Revenues
Total revenues	¥ 248,026,699	¥ 202,864,957	¥ 170,365,060

Consolidated Statements of Cash Flows - CNY (¥)	12 Months Ended
Consolidated Statements of Cash Flows - CNY (¥)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	¥ (435,811,746)	¥ (408,985,210)	¥ (872,926,433)
Net loss/(income) from discontinued operations		(51,443,794)	33,196,461
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	146,795,464	169,680,769	163,149,386
Loss on disposal of property and equipment	6,469,536	4,146,858	16,404,477
Loss on disposal of intangible assets		125,747	646,162
Provision for inventories write-down	2,789,113	3,407,308	11,589,111
Allowance for expected credit losses	3,736,356	8,662,226	2,602,855
Impairment losses of long-lived assets	60,319,579	56,287,026	111,426,961
Share-based payment expenses	2,874,494	1,045,008	64,476,991
Unrealized foreign currency transaction loss/(gain)	615,431	(1,209,646)	4,966,290
Transaction cost for issuance of convertible notes	13,608,491	3,784,959
Changes in fair value of Deferred Contingent Consideration		16,941,248	26,106,460
Changes in fair value of convertible notes	30,626,980	65,874,310	58,280,908
Changes in fair value of warrant liabilities			83,966,126
Changes in fair value of ESA derivative liabilities			(19,654,006)
Loss of debt extinguishment	73,078,104	10,657,161
Accrued interests on promissory notes		5,269,007
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	9,097,648	(11,626,637)	(24,547,169)
Amount due from related parties	898,226	(1,092,991)
Inventories	(2,003,420)	8,880,522	10,012,161
Prepaid expenses and other current assets	16,646,209	(2,027,059)	(48,579,798)
Other non-current assets	(34,084,042)	9,887,639	18,416,158
Accounts payable	(24,685,823)	4,062,778	109,135,149
Amounts due to related parties	84,573,195	130,391,595	28,777,686
Contract liabilities	(746,525)	1,712,807	20,553,014
Other current liabilities	25,157,653	(76,675,057)	(1,066,449)
Other non-current liabilities	37,808	(963,571)	716,728
Right-of-use assets and lease liabilities	7,300,431	6,825,974	4,211,516
Net cash used in operating activities from continuing operations	(12,706,838)	(46,381,023)	(198,139,255)
Net cash provided by operating activities from discontinued operations		6,714,061	2,009,374
Net cash used in operating activities	(12,706,838)	(39,666,962)	(196,129,881)
Cash flows from investing activities:
Purchase of property and equipment and intangible assets	(65,618,942)	(102,838,582)	(291,667,204)
Purchase of time deposits			(17,165,400)
Proceeds from disposal of property and equipment	2,785,480	9,839,495	271,437
Proceeds from maturity of time deposits		17,165,400
Proceeds from disposal of short-term investments			369,297,715
Net cash (used in)/provided by investing activities from continuing operations	(62,833,462)	(75,833,687)	60,736,548
Net cash provided by/(used in) investing activities from discontinued operations		67,796,931	(737,636)
Net cash (used in)/provided by investing activities	(62,833,462)	(8,036,756)	59,998,912
Cash flows from financing activities:
Proceeds from convertible notes	20,433,704	41,104,980
Payment of issuance costs of convertible notes	(11,360,352)	(3,784,959)
Proceeds from issuance of promissory notes		142,536,000
Proceeds from bank borrowings	757,450,162	700,060,825	1,003,893,914
Repayment of bank borrowings	(744,837,963)	(862,297,171)	(877,002,532)
Proceeds from issuance of preferred shares		713
Payments to Shaolin Capital Management LLC due to ESA Transaction			(249,470,932)
Proceeds from exercise of employee share options	16,598	8,383,181	1,412,126
Payment of offering costs			(4,657,323)
Proceeds from financing through Popeyes Acquisition			206,658,000
Net cash provided by financing activities from continuing operations	21,702,149	26,003,569	80,833,253
Net cash provided by financing activities	21,702,149	26,003,569	80,833,253
Effect of foreign currency exchange rate changes on cash and cash equivalents	(688,403)	2,350,888	19,806,978
Net decrease in cash and cash equivalents and restricted cash	(54,526,554)	(19,349,261)	(35,490,738)
Cash and cash equivalents and restricted cash at beginning of the year	184,237,431	203,586,692	239,077,430
Cash and cash equivalents and restricted cash at end of the year	129,710,877	184,237,431	203,586,692
Less: Cash and restricted cash of discontinued operations at end of the year			(1,271,738)
Cash and cash equivalents and restricted cash at end of the year	129,710,877	184,237,431	202,314,954
Supplemental disclosure of cash flow information:
Interest expenses paid	15,228,346	17,912,322	20,048,704
Income tax paid	1,542,076	151,983
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment with unpaid costs accrued within other current liabilities	29,496,455	75,330,611	116,595,550
Settlement of amount due to related parties through issuance of convertible notes	121,154,296	134,277,011
Settlement of Convertible Senior Notes through issuance of convertible notes	495,007,230
Accrual for the transaction cost relating to 2025 Debt Restructuring	2,248,139
Settlement of promissory notes through issuance of convertible notes		147,819,389
Settlement of Deferred Contingent Consideration in exchange of issuance convertible note to Cartesian		100,569,154
Settlement of Deferred Contingent Consideration in exchange of consideration for Popeyes Disposal		11,174,350
Non-cash effect of disposal of Popeyes China		17,764,115
Exchange of Public and Private Warrants by issuance of ordinary shares			¥ 105,931,381

Consolidated Balance Sheets - CNY (¥)	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	¥ 121,794,484	¥ 152,368,315
Restricted cash	7,916,393	31,869,116
Accounts receivable, net	17,691,916	30,525,920
Inventories	36,792,722	37,578,415
Prepaid expenses and other current assets	142,235,378	158,881,587
Total current assets	326,625,658	417,080,989
Non-current assets
Property and equipment, net	332,069,736	502,158,702
Intangible assets, net	81,014,374	97,019,088
Operating lease right-of-use assets	348,916,320	493,308,393
Other non-current assets	88,050,605	53,966,563
Total non-current assets	850,051,035	1,146,452,746
Total assets	1,176,676,693	1,563,533,735
Current liabilities
Bank borrowings, current	395,087,735	381,262,545
Accounts payable	199,151,784	223,837,607
Contract liabilities	37,197,137	39,677,547
Amount due to related parties	17,413,631	48,116,596
Convertible notes, at fair value, current		473,715,560
Operating lease liabilities	180,805,734	178,115,199
Other current liabilities	172,606,016	191,206,863
Total current liabilities	1,002,262,037	1,535,931,917
Non-current liabilities
Contract liabilities	10,132,998	8,021,755
Operating lease liabilities	240,282,461	380,075,128
Convertible notes, at fair value, non-current	1,152,723,200	464,847,231
Other non-current liabilities	7,710,918	7,673,110
Total non-current liabilities	1,410,849,577	860,617,224
Total liabilities	2,413,111,614	2,396,549,141
Shareholders’ deficit
Ordinary shares, value	9,733	9,733
Additional paid-in capital	1,821,605,222	1,818,421,338
Accumulated losses	(3,102,993,825)	(2,668,505,330)
Accumulated other comprehensive income	38,393,189	9,184,842
Treasury shares (1,207,053 and 1,233,053 ordinary shares as of December 31, 2025 and 2024, respectively)
Total deficit attributable to shareholders of the Company	(1,242,985,681)	(840,889,417)
Non-controlling interests	6,550,760	7,874,011
Total shareholders’ deficit	(1,236,434,921)	(833,015,406)
Commitments and contingencies
Total liabilities and shareholders’ deficit	1,176,676,693	1,563,533,735
Series A-2 Convertible Preferred Share
Shareholders’ deficit
Series A-2 Convertible Preferred Share (US$0.00004697934970338660 par value, 0.2 share authorized, issued and outstanding as of December 31, 2025 and 2024)
Class A-1 Special Voting Share
Shareholders’ deficit
Ordinary shares, value
Related Party
Current assets
Amount due from related parties	¥ 194,765	¥ 5,857,636