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Form 3/A TH International Ltd For: Mar 18 Filed by: Yu Peter Michael

April 3, 2026 8:26 AM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Yu Peter Michael
(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP
15TH FLOOR, 505 FIFTH AVE
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026 		3. Issuer Name and Ticker or Trading Symbol
TH International Ltd [ THCH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
ordinary shares 16,153,040 (1)
I
See footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Notes 06/28/2024 09/30/2029 (3) ordinary shares $ 20,000,000 (4) 2.7822 I See footnote (2)
Series A-1 Convertible Notes 06/28/2024 09/30/2029 (3) ordinary shares $ 15,741,340 (5) 2.7822 I See footnote (2)
Explanation of Responses:
1. Including (i) 11,440,400 ordinary shares held by Pangaea Two Acquisition Holdings XXIIA Limited ("XXIIA"), (ii) 2,063,983 ordinary shares held by Pangaea Three Acquisition Holdings IV, Limited ("Holdings IV"), (iii) 1,238,203 ordinary shares held by Pangaea Two Acquisition Holdings XXIII, Ltd., (iv) 968,077 ordinary shares held by Pangaea Two, LP, (v) 420,311 ordinary shares held by Pangaea Two Parallel, LP, (vi) 10,744 ordinary shares held by Pangaea Two Management, LP, (vii) 4,177 ordinary shares held by Pangaea Two GP, LP, and (viii) 7,145 ordinary shares held by Pangaea Two Parallel LP.
2. The reporting person is the managing partner of Cartesian Capital Group, LLC, which is the sole and managing member of Pangaea Two Admin GP, LLC and Pangaea Three Global GP, LLC, and Pangaea Two Parallel LP. XXIIA and Pangaea Two Acquisition Holdings XXIII, Ltd are controlled by Pangaea Two, LP. The general partner of Pangaea Two, LP and Pangaea Two Parallel, LP is Pangaea Two GP, LP. The general partner of Pangaea Two GP, LP and Pangaea Two Management, LP is Pangaea Two Admin GP, LLC. Holdings IV is controlled by Pangaea Three-B, LP. Pangaea Three GP, LP is the general partner of Pangaea Three-B, LP. Pangaea Three Global GP, LLC is the general partner of Pangaea Three GP, LP.
3. Represents the maturity date.
4. Including two Series A Convertible Notes in the aggregate principal amount of $10,000,000 each issued to and acquired by Holdings IV and XXIIA.
5. Including one Series A-1 Convertible Note issued to and acquired by Holdings IV in the aggregate principal amount of $741,340 and one Series A-1 Convertible Note issued to and acquired by Holdings IV in the aggregate principal amount of $15,000,000.
/s/ Yu Peter Michael 04/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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