A total of approximately 19,724,988 warrants were exchanged for shares

Davis Polk advised the dealer manager and solicitation agent in connection with an offer to exchange outstanding warrants to purchase ordinary shares of TH International Limited for ordinary shares of the company and the solicitation of consents from holders of the warrants to amend the warrant agreement to permit the company to require that each warrant outstanding upon the closing of the exchange offer be converted into ordinary shares. A total of 14,074,988 public warrants and 5,650,000 private placement warrants were tendered, each for 0.240 ordinary shares. In addition, pursuant to the consent solicitation, the company received the approval of approximately 81.6% of the outstanding public warrants and approval of approximately 100% of the outstanding private placement warrants to the amendment to the warrant agreement governing the warrants. The settlement of the exchange offer occurred on June 14, 2023.

TH International Limited is the parent company of the master franchisee of, and holds the right to operate, Tim Hortons coffee shops in mainland China, Hong Kong and Macau. Tim Hortons, one of the largest coffee, donut and tea restaurant chains in the world, is deeply rooted in core values of inclusivity and community.

The Davis Polk corporate team included partners Derek Dostal and Yang Chu, counsel Bingqing Pan, associates Michael Stromquist, Yi Wang, Jenny Ho and ChengJun Koh and registered foreign lawyer Moran Zhang. The tax team included partner William A. Curran and associates Eitan Ulmer and Michelle Zhao. All members of the Davis Polk team are based in the New York and Hong Kong offices.