UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of June 2025

Commission file number: 001-41516

TH International Limited

2501 Central Plaza

227 Huangpi North Road

Shanghai, People’s Republic of China,200003

+86-021-6136-6616

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annualreports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

INDEX TO EXHIBITS

SIGNATURE

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

Date: June 24, 2025

2

Exhibit 99.1

Tims China AnnouncesFirst Quarter 2025 Financial Results

System Sales Increased3.5% Year-over-Year to RMB376.3 Million

5.9% Improvement inCompany Owned and Operated Store Contribution Margin

25.1 Million RegisteredLoyalty Club Members at Quarter-End,

Representing 25.7%Year-over-Year Growth

SHANGHAI and NEW YORK,June 24, 2025 (GLOBE NEWSWIRE) -- TH International Limited (Nasdaq: THCH), the exclusive operator of Tim Hortons coffee shops in China(“Tims China” or the “Company”) today announced its unaudited financial results for the first quarter 2025.

FIRST QUARTER 2025HIGHLIGHTS

COMPANY MANAGEMENTSTATEMENT

Mr. Yongchen Lu, CEO & Director of Tims China,stated, “In Q1, we solidified our differentiated strategic positioning in “Coffee + Freshly Prepared Food” by launching“Light & Fit Lunch Box”, a series of new platform combo products for the lunch daypart, to further drive our top-linesales and store unit economics. The product lineups include the popular Hot Baked Bagel Sandwiches, Energizing Lunch Wraps, and LoadedPower Bowls, paired with a coffee or other beverage, all at an accessible price point. With Tims China’s Chibaobao 40% off discountcard, the Light & Fit Lunch Box combo products pricing start from as low as RMB24, delivering both great value and great nutrition.

We regained top-line growth in the first quarterand achieved a 3.5% increase in system sales year-over-year. Our sub-franchise and retail businesses also contributed steady cash flowsand profitability. Profits from other revenues increased by 34.5% year-over-year. At the same time, we cut losses at adjusted corporateEBITDA by nearly 50%. These achievements are testaments to Tims China’s enduring efforts and our strive for further profitable growth.”

Mr. Dong (Albert) Li, CFO of Tims China, commented,“We continued to demonstrate our capabilities to further improving our financial performance by refining store unit economics anddriving efficiencies at both store and corporate levels. We further improved our company owned and operated store contribution marginand adjusted corporate EBITDA margin by 5.9 percentage points and 6.1 percentage points, respectively. Specifically, our food and packagingcosts, labor costs, other operating expenses (as a percentage of revenues from company owned and operated stores), and our marketing expensesas a percentage of total revenues decreased by 4.3 percentage points, 2.4 percentage points, 1.1 percentage points, and 0.1 percentagepoints, respectively.”

Mr. Li continued, “Moving into the secondquarter, with profitable growth always being front and center of everything we do, we are poised to further enhance our operational efficiencies,such as supply chain optimizations, and rigorous cost controls; to roll out our differentiating made-to-order fresh and healthy food preparationmodel to drive traffic; to optimize the overall store unit economics; and to accelerate the expansion of our successful sub-franchising.”

FIRST QUARTER 2025 FINANCIAL RESULTS

Total revenues wereRMB300.7 million (USD41.4 million) for the three months ended March 31, 2025, representing a decrease of 9.5% from RMB332.1 million inthe same quarter of 2024. Total revenues comprise:

Company owned and operated store costs andexpenses were RMB257.2 million (USD35.4 million) for the three months ended March 31, 2025, representinga decrease of 19.0% from RMB317.5 million in the same quarter of 2024. Company owned and operated store costs and expenses comprise:

Costs of other revenues wereRMB31.5 million (USD4.3 million) for the three months ended March 31, 2025, representing an increase of 26.0% from RMB25.0 million inthe same quarter of 2024, which was primarily driven by an increase in the revenues generated from franchise business as the number ofour franchised stores increased from 302 as of March 31, 2024 to 455 as of March 31, 2025. Costs of other revenues as a percentage ofother revenues decreased by 1.4 percentage points from 70.0% in the first quarter of 2024 to 68.6% in the same quarter of 2025 due tohigher margins we generated from both franchise business and e-commerce business during the first quarter of 2025.

Marketing expenses wereRMB17.4 million (USD2.4 million) for the three months ended March 31, 2025, representing a decrease of 11.8% from RMB19.8 million inthe same quarter of 2024, driven by our cost optimization measures and higher brand influence. Marketing expenses as a percentage oftotal revenues decreased by 0.1 percentage points from 5.9% in the first quarter of 2024 to 5.8% in the same quarter of 2025.

General and administrative expenseswere RMB51.8 million (USD7.1 million) for the three months ended March 31, 2025, representing a decrease of 4.9% from RMB54.5 millionin the same quarter of 2024, which was primarily due to a reduction of our headquarter headcount and cost optimization measures. Adjustedgeneral and administrative expenses, which excludes: (i) share-based compensation expenses of RMB1.1million (USD0.1 million), (ii) professional fees related to our financing activities of RMB1.0 million (USD0.1 million); and (iii) impairmentlosses of rental deposits of RMB2.6 million (USD0.4 million), were RMB47.2 million (USD6.5 million), representing a decrease of 7.5%from RMB51.0 million in the same quarter of 2024. Adjusted general and administrative expenses as a percentage of total revenues increasedby 0.3 percentage points from 15.4% in the first quarter of 2024 to 15.7% in the same quarter of 2025. For more information on the Company’snon-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Reconciliationof Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this earnings release.

Franchise and royalty expenses wereRMB13.9 million (USD1.9 million) for the three months ended March 31, 2025, representing an increase of 5.2% from RMB13.2 million in thesame quarter of 2024, which was primarily due to increase of amortized upfront franchise fees and higher royalty rate applicable. Accordingly,franchise and royalty expenses as a percentage of total revenues increased by 0.6 percentage points, from 4.0% in the first quarter of2024 to 4.6% in the same quarter of 2025.

Impairment losses of long-lived assetswere RMB11.6 million (USD1.6 million) for the three months ended March 31, 2025, compared to RMB19.0million in the same quarter of 2024, which was primarily due to the decrease in the number of closures of underperforming company ownedand operated stores.

As a resultof the foregoing, operating loss was RMB85.3 million (USD11.8 million) for the three months endedMarch 31, 2025, a significant reduction compared to RMB121.3 million in the same quarter of 2024.

Adjusted Corporate EBITDA wasa loss of RMB29.3 million (USD4.0 million) for the three months ended March 31, 2025, compared to a loss of RMB52.3 million in the samequarter of 2024. Adjusted Corporate EBITDA margin was negative 9.7% in the first quarter of 2025,representing an improvement of 6.1 percentage points from negative 15.8% in the same quarter of 2024.

Net loss from continuing operations wasRMB58.9 million (USD8.1 million) for the three months ended March 31, 2025, compared to RMB134.7 million for the same quarter of 2024.Adjusted net loss was RMB69.4 million (USD9.6 million) for the three months ended March 31, 2025,compared to RMB95.2 million for the same quarter of 2024. Adjusted net loss margin was negative 23.1% in the first quarter of 2025, comparedto negative 28.7% in the same quarter of 2024.

Net gain from discontinued operations waszero (USD zero) for the three months ended March 31, 2025, compared to net loss of RMB8.1 million for the same quarter of 2024.

Net loss wasRMB58.9 million (USD8.1 million) for the three months ended March 31, 2025, compared to RMB142.8 million for the same quarter of 2024.

Basic and diluted net loss per ordinary sharewas RMB1.78 (USD0.25) in the first quarter of 2025, compared to RMB4.48 in the same quarter of 2024.Adjusted basic and diluted net loss per ordinary share was RMB2.10 (USD0.29) in the first quarterof 2025, compared to RMB3.00 in the same quarter of 2024.

Liquidity

As of March31, 2025, the Company’s total cash and cash equivalents, restricted cash and time deposits were RMB211.4 million (USD29.1 million),compared to RMB184.2 million as of December 31, 2024. The change was primarily attributable to the draw-down of additional bank borrowings,partially offset by cash disbursements on the back of the expansion of our business and store network nationwide.

KEY OPERATING DATA

KEY DEFINITIONS

RECENT BUSINESS DEVELOPMENTS

On May 20, 2025,Tims China launched its new Loaded Power Bowls nationwide. The new offering is the latest addition to Tims China’s Light & FitLunch Box lineup, following the popular Hot Baked Bagel Sandwiches and Energizing Lunch Wraps, further expanding the brand’s innovativeand healthy lunchtime options. Tims China’s new Loaded Power Bowls come in a standard “2 + 8 + 8” configuration, featuring18 carefully selected ingredients in every bowl. The “2” stands for two portions of high-quality protein, while the two “8s”represent eight wholesome grains and eight colorful vegetables – creating a nutrient-rich meal designed to meet the needs of busyprofessionals and fitness enthusiasts alike.

On May 21, 2025,Tims China was included in the 2025 China Restaurant Franchise Brand Top 100 list by the China Chain-Store & Franchise Association.This latest recognition follows several accolades Tims China received recently, including the Impact Franchise Award at the 2024 ForbesChina Consumer Sector Annual Selection, and inclusion in Zhaimen Canyan’s 2024–2025 Top 100 Franchise List.

USE OF NON-GAAP FINANCIAL MEASURES

The Companyuses non-GAAP financial measures, namely company owned and operated store contribution, company owned and operated store contributionmargin, adjusted general and administrative expenses, adjusted corporate EBITDA, adjusted corporate EBITDA margin, adjusted net loss,adjusted net loss margin, and adjusted basic and diluted net loss per ordinary share in evaluating its operating results and for financialand operational decision-making purposes. The Company defines (i) company owned and operated store contribution as fully burdened grossprofit of company owned and operated stores excluding depreciation and amortization; (ii) company owned and operated store contributionmargin as company owned and operated store contribution as a percentage of revenues from company owned and operated stores; (iii) adjustedgeneral and administrative expenses as general and administrative expenses excluding share-based compensation expenses, expensesrelated to the Commitment Shares, the ESA Offering Costs, the Option Shares, and professional fees related to warrant exchange and otherfinancing programs; (iv) adjusted corporate EBITDA as operating loss for continuing operations excluding certain non-cash expenses consistingof depreciation and amortization, share-based compensation expenses, impairment losses of long-lived assets, loss on disposal of propertyand equipment, expenses related to the Commitment Shares, the ESA Offering Costs, the Option Shares, and professional fees related towarrant exchange and other financing programs; (v) adjusted corporate EBITDA margin as adjusted corporate EBITDA as a percentage of totalrevenues; (vi) adjusted net loss as net loss for continuing operations excluding share-based compensation expenses, impairment lossesof long-lived assets, loss on disposal of property and equipment, expenses related to the Commitment Shares, the ESA Offering Costs, theOption Shares, professional fees related to warrant exchange and other financing programs, changes in fair value of convertible notes,changes in fair value of warrant liabilities, changes in fair value of ESA derivative liabilities, loss of the debt extinguishment andgain on disposal of Popeyes business; (vii) adjusted net loss margin as adjusted net loss as a percentage of total revenues; and (viii)adjusted basic and diluted net loss per ordinary share as adjusted net loss for continuing operations attributable to the Company’sordinary shareholders divided by weighted-average number of basic and diluted ordinary share. The Company believes company owned and operatedstore contribution, company owned and operated store contribution margin, adjusted general and administrative expenses, adjusted corporateEBITDA, adjusted corporate EBITDA margin, adjusted net loss, adjusted net loss margin, and adjusted basic and diluted net loss per ordinaryshare enhance investors’ overall understanding of its financial performance and allow for greater visibility with respect to keymetrics used by its management in its financial and operational decision-making.

These non-GAAPfinancial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. As these non-GAAP financial measureshave limitations as analytical tools and may not be calculated in the same manner by all companies, they may not be comparable to othersimilarly titled measures used by other companies. The Company compensates for these limitations by reconciling the non-GAAP financialmeasures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. Forreconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section ofthe accompanying tables titled, “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures.” The Companyencourages investors and others to review its financial information in its entirety and not rely on any single financial measure.

EXCHANGE RATE INFORMATION

This earningsrelease contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenienceof the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.2567 to USD1.00, the exchange ratein effect on March 31, 2025 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representationthat the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any rate or at all.

CONFERENCE CALL

The Companywill hold a conference call today, on Tuesday, June 24, 2025, at 8:00 am Eastern Time (on Tuesday, June 24, 2025, at 8:00 pm Beijing Time)to discuss the financial results.

Participantsare strongly encouraged to pre-register for the conference call, by using the weblink provided below.

https://register-conf.media-server.com/register/BIb812f05b5a6e4010a6657d0c01f74f1d

Participantsmay also view the live webcast by registering through below weblink:

https://edge.media-server.com/mmc/p/fkki6hmp

The webcastfeatures a ‘Submit Your Question’ tab at the top, where you will have the opportunity to submit your questions before andduring the call.

A live andarchived webcast of the conference call will also be available at the Company’s Investor Relations website athttps://ir.timschina.com under “Events and Presentations”.

FORWARD-LOOKING STATEMENTS

Certain statementsin this earnings release may be considered forward-looking statements within the meaning of the “safe harbor” provisions ofthe United States Private Securities Litigation Reform Act of 1995, such as the Company’s ability to further grow its business andstore network, optimize its cost structure, improve its operational efficiency, and achieve profitable growth. Forward-looking statementsare statements that are not historical facts and generally relate to future events or the Company’s future financial or other performancemetrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,”“potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,”“would,” “project,” “target,” “plan,” “expect,” or the negatives of theseterms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which couldcause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertaintiesmay emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are basedupon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherentlyuncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations includevarious factors beyond management’s control, including, but not limited to, general economic conditions and other risks, uncertaintiesand factors set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”in the Company’s Annual Report on Form 20-F, and other filings it makes with the Securities and Exchange Commission. Nothing inthis communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achievedor that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-lookingstatements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to thecautionary statements herein. Except as required by law, the Company expressly disclaims any obligations or undertaking to release publiclyany updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectationswith respect thereto or any change in events, conditions, or circumstances on which any statement is based.

ABOUT TH INTERNATIONAL LIMITED

TH InternationalLimited (Nasdaq: THCH) (“Tims China”) is the parent company of the exclusive master franchisees of Tim Hortons coffee shopsin mainland China, Hong Kong and Macau. Tims China was founded by Cartesian Capital Group and Tim Hortons Restaurants International, asubsidiary of Restaurant Brands International (TSX: QSR) (NYSE: QSR).

The Company’sphilosophy is rooted in world-class execution and data-driven decision making and centered around true local relevance, continuous innovation,genuine community, and absolute convenience. For more information, please visit https://www.timschina.com.

INVESTOR AND MEDIA CONTACTS

Investor Relations

Gemma Bakx

IR@timschina.com,or gemma.bakx@cartesiangroup.com

Public and Media Relations

Patty Yu

Patty.Yu@timschina.com

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of RMB and US$, exceptfor number of shares)

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Amounts in thousands of RMB and US$, exceptfor per share data)

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(Amounts in thousands of RMB and US$)

TH INTERNATIONAL LIMITED AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES TO THE MOSTDIRECTLY COMPARABLE GAAP MEASURES

(Unaudited, amounts in thousands of RMB andUS$, except for number of shares and per share data)

A. Company owned and operated store contribution

B. Adjusted general and administrative expenses

C. Adjusted corporate EBITDA and adjusted corporate EBITDA margin

D. Adjusted net loss and adjusted net loss margin

E. Adjusted basic and diluted net loss per Ordinary Share

14