Twin Hospitality Group Inc-A美股招股说明书(2025-11-13版)

Up to 10,885,725 Shares of Class A Common Stock This prospectus relates to the potential offer and sale from time to time by White Lion Capital LLC (which we refer to as “WhiteLion” or the “Selling Stockholder”) of up to 10,885,725 shares of Class A Common Stock, par value $0.0001 per share, of TwinHospitality Group Inc. (which we refer to as “Class A Common Stock”) that have been or may be issued by us to White Lion pursuantto the Common Stock Purchase Agreement, dated as of September 30, 2025, by and between us and White Lion (which we refer to asthe “Common Stock Purchase Agreement”), which establishes a committed equity facility (which we refer to as the “Facility”). Underthe Common Stock Purchase Agreement, White Lion has agreed to purchase shares of our Class A Common Stock from us at ourelection, from time to time after the date of this prospectus, upon the terms, and subject to the satisfaction of the conditions, set forth inthe Common Stock Purchase Agreement. The purchase price for the shares of our Class A Common Stock that White Lion willpurchase from us under the Common Stock Purchase Agreement will fluctuate based on the market price of our Class A CommonStock, and the manner in which we elect to sell shares to White Lion, at the time. To the extent that we sell shares of our Class ACommon Stock to White Lion under the Facility, substantial amounts of shares of our Class A Common Stock could be issued andresold, which would cause dilution and may impact the market price of our Class A Common Stock. We are not selling any securities under this prospectus, and will not receive any of the proceeds from the sales by White Lion ofshares of our Class A Common Stock under this prospectus. However, we may receive up to $50.0 million in aggregate gross proceeds(which we refer to as the “Commitment Amount”) from White Lion in connection with sales of shares of our Class A Common Stockby us to White Lion pursuant to the Common Stock Purchase Agreement. As partial consideration for White Lion’s irrevocablecommitment to purchase shares of our Class A Common Stock from us under the Common Stock Purchase Agreement, we haveagreed to issue to White Lion, in three separate equal tranches, shares of our Class A Common Stock with a total value of up to$375,000 (priced as of the date of this prospectus) (which we refer to as the “Commitment Shares”). See “Description of the Facility”for a description of the Common Stock Purchase Agreement and the Facility, and “Selling Stockholder” for additional informationregarding White Lion. White Lion, as the Selling Stockholder, may offer, sell, or distribute, publicly or through private transactions, at prevailing marketprices or at negotiated prices, all or a portion of (i) any shares of our Class A Common Stock that it purchases under the CommonStock Purchase Agreement, and (ii) the Commitment Shares. The timing and amount of any such resales of such shares of our Class ACommon Stock are within the sole discretion of the Selling Stockholder. The Selling Stockholder will bear all commissions anddiscounts, if any, attributable to its resales of such shares of our Class A Common Stock. We will bear all costs, fees, and expenses inconnection with the registration of the offers and resales of such shares of our Class A Common Stock. See “Plan of Distribution”. White Lion is deemed to be an underwriter under the Securities Act of 1933, as amended (which we refer to as the “SecuritiesAct”), and any profit on the sale of shares of our Class A Common Stock by White Lion, and any discounts, commissions orconcessions received by White Lion, may be deemed to be underwriting discounts and commissions under the Securities Act.Although White Lion is obligated to purchase shares of our Class A Common Stock under the terms of the Common Stock PurchaseAgreement to the extent we elect to sell such shares to White Lion (subject to certain conditions), there can be no assurances thatWhite Lion will resell, pursuant to this prospectus, any or all of such shares of our Class A Common Stock purchased by it under theCommon Stock Purchase Agreement. Our Class A Common Stock is listed for trading on the Nasdaq Global Market under the symbol “TWNP”. On November 6, 2025,the closing price of our Class A Common Stock on the Nasdaq Global Market was $3.74. with certain corporate governance rules of Nasdaq, however,we do not currently rely on any of the “controlled company” exemptions.See “Management—Controlled Company Exemptions.” We have two series of authorized common stock: Class A Common Stock and Class B Common Stock, par value $0.0001 pershare (which we refer to as “Class B Common Stock”, and together with our Class A Common Stock, our “Common Stock”). Therights of the holders of our Class A Common Stock and Class B Common Stock are identical, except with respect to voting, transfer,and conversion rights. Each share of our Class A Common Stock is entitled to one vote. Each share of our Clas