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FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
Twin Hospitality Group Inc., a Delaware corporation (the “Company”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form 10-12B, initially filed on November 1, 2024 (as amended, the “Registration Statement”), relating to the separation (the “Spin-Off”) of the Company from FAT Brands Inc. (“FAT Brands”), to be effected by FAT Brands’ planned distribution of approximately 5% of the fully-diluted shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Company to holders of Class A common stock and Class B common stock of FAT Brands (the “FAT Brands Common Stockholders”) as a pro rata dividend in the Spin-Off (the “Distribution”).
On January 17, 2025, the Registration Statement was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Spin-Off and provides important information regarding the Company’s business and management. The final information statement, dated January 17, 2025 (the “Information Statement”), is attached hereto as Exhibit 99.1.
As further described in the Information Statement, the Spin-Off is expected to be effective as of 4:30 p.m., New York City time, on January 29, 2025 (the “Distribution Date”). The FAT Brands Common Stockholders will be entitled to receive 0.1520207 share of the Company’s Class A Common Stock for each share of Class A common stock or Class B common stock of FAT Brands held at the close of business on January 27, 2025 (the “Record Date”). The Distribution is subject to the satisfaction or waiver of certain conditions described in the Information Statement.
Although the Company expects that a limited market, commonly known as a “when-issued” trading market, will develop approximately one trading day prior to the Distribution Date, the Company’s Class A Common Stock is expected to begin trading “regular way” on the Nasdaq Global Market under the ticker symbol “TWNP” on January 30, 2025, the first trading day after the Distribution Date.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Information Statement of Twin Hospitality Group Inc., dated January 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will”, “expect”, “may”, “would”, “could”, “plan”, “believe”, “anticipate”, “intend”, “estimate”, “potential”, “target”, and similar expressions. These forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control. Factors that could cause the Company’s actual results to differ materially from those described in the Company’s forward-looking statements include, but are not limited to, FAT Brands’ success in executing and completing the Spin-Off and the Company’s compliance with the various legal, regulatory, tax, and other laws to which the Company is subject. Please also see the section entitled “Risk Factors” in the Information Statement, and in any future filings the Company may make with the SEC. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements, except as required by applicable law or regulation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 17, 2025 | Twin Hospitality Group Inc. | |
| By: | /s/ Kenneth J. Kuick | |
| Name: | Kenneth J. Kuick | |
| Title: | Chief Financial Officer | |