Cartesian Capital Group Files SC 13D/A Amendment

TL;DR

Cartesian Capital Group updated their 13D filing for TH International Ltd. Ownership change incoming?

AI Summary

On July 2, 2024, TH International Ltd filed an amendment (No. 2) to its Schedule 13D. Cartesian Capital Group, LLC, along with affiliated entities, reported a change in beneficial ownership of the company's ordinary shares. The filing indicates a shift in control or significant stake, with Peter Yu and Paul Hong listed as key individuals associated with Cartesian Capital Group.

Why It Matters

This filing signals a potential shift in the ownership structure or strategic direction of TH International Ltd, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and uncertainty for investors.

Key Numbers

• 2 — Amendment Number (Indicates this is the second amendment to the original filing.)

Key Players & Entities

• TH International Ltd (company) — Subject Company
• Cartesian Capital Group, LLC (company) — Filing Party
• Peter Yu (person) — Associated with Cartesian Capital Group
• Paul Hong (person) — Associated with Cartesian Capital Group
• 0001104659-24-077496.txt (document) — Filing Accession Number

FAQ

Key Financial Figures

• $0.00000939586994067732 — of Issuer) Ordinary Shares, par value $0.00000939586994067732 per share (Title of Class of Securitie
• $10.0 million — issued on the Initial Closing Date: US$10.0 million of Series A Convertible Subordinated No
• $20 million — th an outstanding principal amount of US$20 million (the " Cartesian Existing Notes "). On
• $99.99 — nvertible Preferred Share to THRI for US$99.99. Series A-2 Convertible Preferred Share
• $15.7 million — those voting rights set forth below. US$15.7 million of Series A-1 Convertible Subordinated
• $100 — of default. Conversion Rates . Each US$100 principal amount of Series A Convertibl

Filing Documents

• tm2418828d1_sc13da.htm (SC 13D/A) — 169KB
• 0001104659-24-077496.txt ( ) — 171KB

Identity and Background

Item 2. Identity and Background

of the Initial Schedule

Item 2 of the Initial Schedule 13D is hereby amended and restated by the following: (a)This Schedule 13D is filed jointly on behalf of (i) Pangaea Two Acquisition Holdings XXIIA Limited (" XXIIA "), a company incorporated under the laws of the United Kingdom, (ii) Pangaea Three Acquisition Holdings IV, Limited (" Holdings IV "), an exempted company incorporated under the Laws of the Cayman Islands, (iii) Pangaea Two, LP, a Delaware limited partnership, (iv) Pangaea Two GP, LP, a Delaware limited partnership, (v) Pangaea Two Admin GP, LLC, a Delaware limited liability company, (vi) Pangaea Three-B, LP, an exempted limited partnership organized under the Laws of the Cayman Islands, (vii) Pangaea Three GP, LP, an exempted limited partnership organized under the Laws of the Cayman Islands, (viii) Pangaea Three Global GP, LLC, a Cayman Islands limited liability company, (ix) Cartesian Capital Group, LLC (" Cartesian "), a Delaware limited liability company and (x) Peter Yu (together with XXIIA, Holdings IV, Pangaea Two, LP, Pangaea Two GP, LP, Pangaea Two Admin GP, LLC, Pangaea Three-B, LP, Pangaea Three GP, LP, Pangaea Three Global GP, LLC and Cartesian, collectively, the " Reporting Persons "). The Reporting Persons listed in (iii) – (ix) are hereinafter referred to as the " Pangaea Entities ." The Reporting Persons have entered into a Joint Filing Agreement, dated as of April 3, 2023, a copy of which is attached hereto as Exhibit 99.1. XXIIA is controlled by Pangaea Two, LP. Pangaea Two GP, LP is the general partner of Pangaea Two, LP. Pangaea Two Admin GP, LLC is the general partner of Pangaea Two GP, LP. 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. Cartesian is the sole and managing member of Pangaea Two Admin GP, LLC and Pangaea Three Global GP, LLC. Peter Yu is a managing member of Cartesian. As such, Mr. Yu may be

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On June 28, 2024, or the Closing Date, the Issuer entered into a securities purchase agreement (the " Securities Purchase Agreement ") with Tim Hortons Restaurants International GmbH (the " THRI "), Holdings IV and XXIIA (Holdings IV and XXIIA, the " Cartesian Investors ") pursuant to which the Issuer issued on the Initial Closing Date: US$10.0 million of Series A Convertible Subordinated Notes due 2027 (the " Series A Convertible Notes "), to each of Holdings IV and XXIIA. The Series A Convertible Notes are convertible into Series A-2 ConvertiblePreferred Shares (the " Series A-2 Convertible Preferred Shares ") (1) at the option of the holder at any time after January 16, 2025 and (2) mandatorily upon maturity or on the occurrence of certain change of control events, provided that the conversion requirements have been met. The Series A Convertible Notes were issued to the Cartesian Investors in exchange for outstanding promissory notes issued in March 2024 with an outstanding principal amount of US$20 million (the " Cartesian Existing Notes "). One (1) Series A-2 Convertible Preferred Share to THRI for US$99.99. Series A-2 Convertible Preferred Shares, which will also be issued upon conversion of the Series A Convertible Notes, are convertible into ordinary shares of the Issuer with par value of US$0.00000939586994067732 per share (the " Ordinary Shares ") (i) at the option of the holder at any time and (ii) automatically upon the earlier of certain change of control events or June 28, 2028, provided that the conversion requirements have been met. One (1) Class A-1 Special Voting Share, in the name of THRI for the benefit of all holders of Series A Convertible Notes. The Class A-1 Special Voting Share is a non-economic share that has those voting rights set forth below. US$15.7 million of Series A-1 Convertible Subordinated Notes (the " Series A-1 Convertible Notes ") which are convertible into Ordina

Purpose of Transaction

Item 4. Purpose of Transaction. As described in Item 3 above, the Cartesian Investors acquired the Convertible Notes pursuant to the Securities Purchase Agreement. Except as set forth below, the Reporting Persons do not have any plans which relate to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D. (d) Pursuant to the Certificate of Designation, The Class A-1 Special Voting Share and the Series A-2 Preferred Shares voting together as a single class, will have the right to elect two directors until the aggregate voting power of the Class A-1 Special Voting Share and the Series A-2 Preferred Shares represent less than 11.1% of the total voting power of the Issuer and one director until the aggregate voting power of the Class A-1 Special Voting Share and the Series A-2 Preferred Shares represent less than 3.0% of the total voting power of the Issuer. The foregoing summary of the Certificate of Designation is not intended to be complete and is qualified by reference to the copy of each such document included as an exhibit to this Schedule 13D and incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Initial Schedule 13D is hereby amended and

Item 5 of the Initial Schedule 13D is hereby amended and restated by the following: (a), (b) The percentages of beneficial ownership reflected in this Schedule 13D are based upon 165,965,957 Ordinary Shares issued and outstanding as of as of June 28, 2024, based on information received from the Issuer. Pangaea Two, LP beneficially owns a total of 80,253,978 Ordinary Shares, comprised of 4,759,447 Ordinary Shares it directly holds, 69,303,483 Ordinary Shares held directly by XXIIA (including 12,101,479828 Ordinary Shares issuable under the Convertible Notes) and 6,191,018 Ordinary Shares held directly by XXIII, which in the aggregate represent 45.1% of the Issuer's outstanding Ordinary Shares. Pangaea Two GP, LP beneficially owns a total of 82,376,421 Ordinary Shares, comprised of 20,886 Ordinary Shares held directly by Pangaea Two GP, LP, 2,101,557 Ordinary Shares held directly by Pangaea Two Parallel, LP, an entity for which Pangaea Two GP, LP is the general partner, and the aforementioned Ordinary Shares beneficially owned by Pangaea Two, LP, which in the aggregate represent 46.3% of the Issuer's outstanding Ordinary Shares. Pangaea Two Admin GP, LLC beneficially owns a total of 82,430,144 Ordinary Shares, comprised of 53,723 Ordinary Shares held directly by Pangaea Two Management, LP, an entity for which Pangaea Two Admin GP, LLC is the general partner, and the aforementioned Ordinary Shares beneficially owned by Pangaea Two GP, LP, which in the aggregate represent 46.3% of the Issuer's outstanding Ordinary Shares. Cartesian and Mr. Yu collectively beneficially own a total of 132,866,620 Ordinary Shares, comprised of 69,303,483 Ordinary Shares held directly by XXIIA (including 12,101,479 Ordinary Shares issuable under the Convertible Notes), 41,470,745 Ordinary Shares held directly by Holdings IV (including 31,150,828 Ordinary Shares issuable under the Convertible Notes), 6,191,018 Ordinary Shares held directly by XXIII, 4,759,477 Ordinary Shares held directly

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits.

of the Initial Schedule 13D is hereby amended

Item 7 of the Initial Schedule 13D is hereby amended to include Exhibit 99.5, Exhibit 99.6, Exhibit 99.7 and Exhibit 99.8 at the end thereof: 99.5. Certificate of Designation of Series A-2 Convertible Preferred Shares and Class A-1 Special Voting Share (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 6-K filed on July 1, 2024) 99.6. Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 6-K filed on July 1, 2024). 99.7. Form of Series A Convertible Subordinated Note (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 6-K filed on July 1, 2024). 99.8. Form of Series A-1 Convertible Subordinated Note (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 6-K filed on July 1, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 2024 Pangaea Two Acquisition Holdings XXIIA Limited By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 Pangaea Three Acquisition Holdings IV, Limited By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PANGAEA TWO, LP By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory PANGAEA TWO GP, LP Dated: July 2, 2024 By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PANGAEA TWO ADMIN GP, LLC By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PANGAEA THREE-B, LP By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PANGAEA THREE GP, LP By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PANGAEA THREE GLOBAL GP, LLC By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 CARTESIAN CAPITAL GROUP, LLC By: /s/ Peter Yu Name: Peter Yu Title: Authorized Signatory Dated: July 2, 2024 PETER YU By: /s/ Peter Yu

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View this SC 13D/A filing on SEC EDGAR