United States securities and exchange commission logo





                            June 7, 2024

       Joseph Hummel
       Chief Executive Officer
       Twin Hospitality Group Inc.
       5151 Belt Line Road, Suite 1200
       Dallas, Texas 75254

                                                        Re: Twin Hospitality
Group Inc.
                                                            Draft Registration
Statement on Form 10-12B
                                                            Submitted May 13,
2024
                                                            CIK No. 0002011954

       Dear Joseph Hummel:

                                                        We have reviewed your
draft registration statement and have the following comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form 10-12B

       Cover Page

   1.                                                   We note your disclosure
that you will be a controlled company following the spin-off with
                                                        FAT Brands beneficially
owning a to-be-determined percentage of the total voting power
                                                        of the outstanding
shares of your common stock. Please revise here and wherever else you
                                                        discuss your controlled
company status to state, if true, that FAT Brands will have the
                                                        ability to determine
all matters requiring approval by stockholders.
       Exhibit 99.1 Information Statement
       Presentation of Certain Key Performance Indicators and Non-GAAP
Financial Metrics
       Comparable Restaurant Sales, page iii

   2.                                                   We note your disclosure
that "[c]onsistent with common industry practice, we present
                                                        Comparable Restaurant
Sales on a calendar-adjusted basis that aligns current year sales
                                                        weeks with comparable
periods in the prior year, regardless of whether they belong to the
 Joseph Hummel
FirstName  LastNameJoseph
Twin Hospitality Group Inc. Hummel
Comapany
June 7, 2024NameTwin Hospitality Group Inc.
June 7,
Page 2 2024 Page 2
FirstName LastName
         same fiscal period." Please further clarify this statement.
Our Company, page 7

3.       We note your disclosure that you are the "franchisor and operator of
two category-leading
         casual dining restaurant concepts: Twin Peaks and Smokey Bones."
Please revise to
         clarify by what metric the concepts are "category-leading," such as by
revenue, sales, etc.
4.       We note your disclosure that you have more than 100 signed franchised
units in your
         development pipeline. To the extent possible, please revise to
quantify the anticipated
         timeline to bring these franchise units online. Additionally, we note
that your disclosure
         on page 39 that you have a historical franchise
commitment-to-restaurant opening
         conversion rate of approximately 66% for Twin Peaks restaurants.
Please revise to balance
         your development pipeline expectations with an anticipated timeline
(near term and long
         term) and expected conversion rate.
Expansion of our Smokey Bones Restaurant Footprint, page 19

5.       We note your disclosure regarding potential Smokey Bones expansion
         opportunities. Please reconcile or balance such disclosure with your
current plans
         to convert the majority of the acquired 61 Smokey Bones restaurants
into new Twin Peaks
         restaurants.
Organizational Structure, page 25

6.       We note here and on page 73 that the diagram of your organizational
structure indicates
         that "[p]urchasers in this offering" will own a certain percentage of
Twin Hospitality
         Group, Inc.'s Class A Common Stock. We additionally note the
disclosure on page F-8
         that you are "contemplating an initial registration . . . that would
involve the spin-off of
         the Company from the Parent and a sale of a portion of the Parent   s
equity ownership in
         the Company to the public." Please advise or reconcile these
disclosures which suggest a
         sale of securities to the public with the contemplated spin-off
transaction.
Summary Historical and Pro Forma Condensed Combined Financial Information and
Other Data,
page 31

7.       Please tell us how you determined that removing the non-cash portion
of lease expenses in
         arriving at Adjusted EBITDA does not substitute an
individually-tailored recognition and
         measurement method for GAAP, or remove the adjustment. Refer to
Question 100.04 of
         the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations
         (C&DI's). Additionally, pre-opening expenses appear to represent
normal operating
         expenses necessary to operate your business, and therefore the
adjustment is not consistent
         with the guidance in Question 100.01 of the Non-GAAP C&DI's. Please
revise.
8.       Please expand your disclosure regarding the limitations on the
usefulness of the non-
         GAAP measure Restaurant-level EBITDA to emphasize that the excluded
costs (i.e.,
 Joseph Hummel
Twin Hospitality Group Inc.
June 7, 2024
Page 3
         general and administrative expenses and pre-opening expenses) are
essential to support
         the operation and development of your restaurants.
Risk Factors
We have experienced and continue to experience inflationary conditions, page 41

9.       We note your disclosure that in "the years ended December 31, 2023 and
December 25,
         2022, our costs from operations increased significantly" and that you
"expect inflationary
         pressures . . . to continue to impact [y]our business." To the extent
possible, please revise
         your disclosure here and in the MD&A section to quantify the impact of
inflation and
         provide year-by-year comparisons of this impact so that investors can
understand the
         nature and extent of the impact. Similarly, please provide additional
detail regarding
         any attempts to offset cost pressures through price increases, and
indicate whether such
         price increases have been successful.
We will have significant outstanding indebtedness under the Twin Securitization
Notes . . ., page
47

10.      We note your disclosure that "[i]f certain covenants are not met, the
indebtedness may
         become partially or fully due and payable on an accelerated schedule."
Please revise
         to briefly describe these "certain covenants." Additionally, please
revise to quantify the
         significant principal and interest payments which will be due
following the
         Reorganization.
If FAT Brands pursues the Potential FAT Brands Distribution . . ., page 56

11.      To the extent true, please revise here to clarify that the conditions
that you receive a
         private letter ruling from the IRS as well as an opinion from outside
counsel are waivable
         conditions.
Unaudited Pro Forma Condensed Combined Financial Information, page 82

12.      We note a column for adjustments relating to the reorganization and
spin-off transaction;
         however, there are no adjustments presented. Please advise.
Key Performance Indicators, page 88
FirstName LastNameJoseph Hummel
13.    When presenting a margin based on non-GAAP measures, please also present
the most
Comapany   NameTwin
       directly         Hospitality
                 comparable          Group Inc.
                            GAAP margin     with equal or greater prominence.
This comment also
June 7,applies  throughout
        2024 Page   3      the filing when a non-GAAP margin is presented.
FirstName LastName
 Joseph Hummel
FirstName  LastNameJoseph
Twin Hospitality Group Inc. Hummel
Comapany
June 7, 2024NameTwin Hospitality Group Inc.
June 7,
Page 4 2024 Page 4
FirstName LastName
Business
Twin Peaks' Track Record of Robust Financial Performance and Growth, page 104

14.      It appears your presentation of cash-on-cash returns for restaurants,
calculated by dividing
         Restaurant-Level EBITDA by your net initial investment after tenant
allowances and sale
         leaseback proceeds, is a non-GAAP measure. Please provide the
information required by
         Item 10(e) of Regulation S-K.
Twin Peaks' Market Opportunity, page 105

15.      We note your disclosure comparing the company to the general
full-service dining
         industry and casual dining segment but we also note that you operate
in the sports bar sub-
         segment. Please balance any comparison disclosure with additional
details regarding the
         company's performance within the sports bar sub-segment.
Differentiated Customer Experience Generating Industry-Leading Guest
Satisfaction, page 108

16.      We note that the metrics disclosed in this section compare the company
to the broader
         casual dining segment and general restaurant industry. We also note
your disclosure that
         the company operates within the sports bar sub-segment. To the extent
available, please
         provide comparable information related to the company's scores in the
sports bar sub-
         segment.
Management
Executive Officers, Non-Executive Directors, and Non-Executive Director
Nominees, page 127

17.      Please revise here or in another section to identify the members of
your board and
         management who will hold position at related entities. In this regard,
we note your
         disclosure on page 58 that "[t]wo of our director nominees are also
directors of FAT
         Brands, and own stock options to purchase shares of Class A common
stock of FAT
         Brands."
General

18.      In an appropriate place, please address whether FAT Brands will
continue to trade on
         Nasdaq under the ticker symbol "FAT." Consider adding a question and
answer regarding
         the continued trading of FAT Brands.
 Joseph Hummel
FirstName  LastNameJoseph
Twin Hospitality Group Inc. Hummel
Comapany
June 7, 2024NameTwin Hospitality Group Inc.
June 7,
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FirstName LastName
       Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:      William Wong