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UNITED
STATES
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): April 29, 2026
FAT
Brands Inc.
Twin
Hospitality Group Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
Delaware |
|
001-38250
001-42395 |
|
82-1302696
99-1232362 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
9720
Wilshire Blvd., Suite 500, Beverly Hills, CA
5151
Belt Line Road, Suite 1200, Dallas, TX |
|
90212
75254 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (310) 319-1850
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 (see General Instructions A.2. below):
| ☐ |
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: None
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. ☐
Introductory
Note
As
previously reported, on January 26, 2026, FAT Brands Inc. (the “Company”) and each of its direct and indirect subsidiaries,
including Twin Hospitality Group Inc. (“TWNP”), commenced voluntary cases under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the Southern District of Texas under the jointly administered caption of In
re Fat Brands Inc., et al., Case Number 26-90126 (ARP). This Current Report on Form 8-K is being filed jointly by the Company and
TWNP.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
April 29, 2026, the Company and TWNP each appointed Keshav Lall as its interim Chief Executive Officer, filling in for the former Chief
Executive Officer who remains on a leave of absence pursuant to the Amended and Restated Stipulation and Agreed Order Regarding Mediated
Agreement [Docket No. 472]. Also on such date, Mr. Lall was appointed interim Chief Executive Officer of certain of the direct and
indirect subsidiaries of the Company and TWNP.
Mr.
Lall is a Founding Partner at Uzzi & Lall, a financial advisory firm specializing in helping clients manage acute change, financial
stress and operational disruption. Prior to founding Uzzi & Lall, Mr. Lall was a Senior Managing Director at a financial advisory
firm, where he served as Chief Restructuring Officer for numerous debtors and led creditor-side engagements for prominent global investment
firms and family offices. Earlier in his career, Mr. Lall was the Chairman and CEO of Essar Capital Americas. Mr. Lall began his career
in Deutsche Bank’s M&A division, followed by over a decade of principal investing at Deutsche Bank, Marblegate, Citadel and
Balyasny. Mr. Lall holds a degree from Cornell University in applied economics and business management.
There
are no family relationships between Mr. Lall and any director or officer of the Company, and no arrangements or understandings between
Mr. Lall and any other person pursuant to which he was selected as interim Chief Executive Officer. Mr. Lall is not a party to any current
or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Mr.
Lall was appointed pursuant to a written Engagement Letter (the “Engagement Agreement”) between Uzzi & Lall and
the Company dated April 26, 2026. The Engagement Letter provides that Uzzi & Lall will receive compensation at the rate of $100,000
per month for providing Mr. Lall’s services to the Company.
The
foregoing description of the Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the full
text of the Engagement Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Engagement Letter, dated April 26, 2026, by and between FAT Brands Inc. and Uzzi & Lall. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
April 29, 2026
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
John DiDonato |
| |
|
John
DiDonato |
| |
|
Chief
Restructuring Officer |
Date:
April 29, 2026
| |
Twin
Hospitality Group Inc. |
| |
|
|
| |
By:
|
/s/
John DiDonato |
| |
|
John
DiDonato |
| |
|
Chief
Restructuring Officer |
