Twin Hospitality Group Inc. Files 8-K for Material Agreement

TL;DR

Twin Hospitality Group Inc. signed a big deal on Jan 24, 2025. Details TBD.

AI Summary

On January 24, 2025, Twin Hospitality Group Inc. entered into a material definitive agreement. The filing does not provide specific details about the agreement or any associated dollar amounts. The company is incorporated in Delaware and its principal executive offices are located in Dallas, Texas.

Why It Matters

This 8-K filing indicates a significant development for Twin Hospitality Group Inc., suggesting a new contract or partnership that could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be significant, but lacks specific details, making it difficult to assess the immediate impact or risks.

Key Players & Entities

• Twin Hospitality Group Inc. (company) — Registrant
• January 24, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Dallas, Texas (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share TWNP The Nasdaq Stock Mar

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex2-1.htm (EX-2.1) — 368KB
• ex10-1.htm (EX-10.1) — 278KB
• 0001493152-25-004240.txt ( ) — 972KB
• twnp-20250124.xsd (EX-101.SCH) — 3KB
• twnp-20250124_lab.xml (EX-101.LAB) — 33KB
• twnp-20250124_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Twin Hospitality Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-42395 99-1232362 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5151 Belt Line Road , Suite 1200 Dallas , Texas 75254 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 941-3150 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share TWNP The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Separation and Distribution On January 29, 2025 (the "Distribution Date"), at 4:31 p.m., New York City time, the previously announced separation (the "Spin-Off") of Twin Hospitality Group Inc., a Delaware corporation (the "Company"), from FAT Brands Inc. ("FAT Brands") was completed. The Spin-Off of the Company from FAT Brands was achieved through the distribution by FAT Brands of approximately 5% of the fully-diluted shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Common Stock"), as a pro rata dividend (the "Distribution"), to holders of Class A common stock and Class B common stock of FAT Brands (the "FAT Brands Common Stockholders") of record as of January 27, 2025 (the "Record Date"). Pursuant to the Distribution, the FAT Brands Common Stockholders received 0.1520207 shares 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 as of the close of business on the Record Date. Following the completion of the Spin-Off, the Company became an independent, publicly traded company. The Company's Class A Common Stock began trading on the Nasdaq Global Market under the ticker symbol "TWNP" on January 30, 2025. In connection with the Spin-Off, on January 24, 2025, the Company entered into a Master Separation and Distribution Agreement (the "Master Separation and Distribution Agreement") and a Tax Matters Agreement (the "Tax Matters Agreement"), in each case with FAT Brands, which together, among other things, provide a framework for the Company's on-going relationship with FAT Brands following the Spin-Off. Master Separation and Distribution Agreement The Master Separation and Distribution Agreement sets forth, among other things, the agreements between the Company and FAT Brands regarding the principal transactions necessary to effect the Distribution and the Spin-Off. The Master Separation and Distribution Agreement also sets forth other agreements that govern certain aspects of the Company's ongoing relationship with FAT Brands following the completion of the Spin-Off. A summary of certain material terms of the Master Separation and Distribution Agreement (the "Summary of the Master Separation and Distribution Agreement") can be found in the section entitled " Certain Relationships and Related Person Transactions—Agreements to be Entered into with FAT Brands in Connection with the Reorganization—Master Separation and Distribution Agreement " in the Company's Information Statement, set forth as Exhibit 99.1 to the Company's Current Report on Form 8-K furnished to the Securities and Exchange Commission on January 17, 2025 (the "Information Statement"). The Summary of the Master Separation and Distribution Agreement is incorporated by reference into this Item 1.01 in its entirety. The description of the Master Separation and

View Full Filing

View this 8-K filing on SEC EDGAR