Spin-off - unknown
Form Type: 8-K
Filing Date: 2025-01-30
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225004240
Filing Summary: On January 29, 2025, Twin Hospitality Group Inc. completed its spin-off from FAT Brands Inc. The separation involved the distribution of approximately 5% of the fully-diluted shares of Class A Common Stock of Twin Hospitality Group as a pro rata dividend to FAT Brands Common Stockholders, effective on the Record Date of January 27, 2025. Each holder received 0.1520207 shares of Twin Hospitality's Class A Common Stock for each share held in FAT Brands. Following the spin-off, Twin Hospitality's Class A Common Stock began trading on the Nasdaq under the ticker 'TWNP' on January 30, 2025. Additionally, on January 24, 2025, Twin Hospitality entered into a Master Separation and Distribution Agreement and a Tax Matters Agreement with FAT Brands, which outline the terms and ongoing relationship post-spin-off. These agreements detail the procedures for tax responsibilities and the arrangements necessary to finalize the spin-off.
Additional details:
Date Of Distribution: 2025-01-29
Record Date: 2025-01-27
Class A Common Stock Exchange: Nasdaq
Class A Common Stock Ticker: TWNP
Percentage Of Shares Distributed: 5%
Shares Per Fat Brand Share: 0.1520207
Form Type: 8-K
Filing Date: 2025-01-17
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225002824
Filing Summary: On January 17, 2025, Twin Hospitality Group Inc. announced the effective declaration of its registration statement related to the spin-off from FAT Brands Inc., wherein FAT Brands will distribute approximately 5% of the Company’s Class A Common Stock to its common stockholders as a pro rata dividend. The spin-off is expected to occur at 4:30 p.m. on January 29, 2025, with the record date set for January 27, 2025. For each share held of FAT Brands, stockholders will receive 0.1520207 shares of Twin Hospitality's Class A Common Stock. The Company’s stock will begin trading under the ticker symbol “TWNP” on January 30, 2025, on the Nasdaq Global Market.
Additional details:
Registration Statement Date: 2024-11-01
Distribution Date: 2025-01-29
Record Date: 2025-01-27
Shares Per Fat Brands Share: 0.1520207
Nasdaq Ticker: TWNP
Emerging Growth Company: Yes
Form Type: 10-12B/A
Filing Date: 2025-01-10
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225001566
Filing Summary: Twin Hospitality Group Inc. files Amendment No. 3 to Form 10, a registration statement for securities under the Securities Exchange Act of 1934. This filing includes detailed references to the Information Statement, providing critical information regarding the company's business, risk factors, financial data, properties, security ownership, management, executive compensation, and legal proceedings. The registration includes the Class A Common Stock to be traded on The Nasdaq Stock Market. Key sections cover the Spin-Off, risk factors, and financial information alongside relevant historical context. The filing elaborates on the separation and distribution agreements with FAT Brands Inc. Additionally, it discusses management and compensation structures, recent sales of unregistered securities, and indemnification guidelines for directors and officers. Various exhibits are included, such as the amended and restated certificate of incorporation and bylaws, a master separation agreement, and details on compensation plans.
Additional details:
Title Of Each Class To Be Registered: Class A Common Stock, par value $0.0001 per share
Name Of Each Exchange On Which Each Class Is To Be Registered: The Nasdaq Stock Market LLC
Emerging Growth Company: true
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