SecProbe.io

CORRESP
1
filename1.htm

November
1, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office
of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

  Attn:
  Ms. Rucha Pandit

  Mr.
Donald Field

Ms.
Aamira Chaudhry

Ms.
Theresa Brillant

 Re: Twin
                                            Hospitality Group Inc.

    Initial
Public Filing of Registration Statement on Form 10-12B

CIK
No. 0002011954

Ladies
and Gentlemen:

This
letter is submitted on behalf of our client, Twin Hospitality Group Inc., a Delaware corporation (the “Company”),
in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to Amendment No. 2 to the draft registration statement on
Form 10-12B (the “Draft Registration Statement”), confidentially submitted by the Company to the Commission on August
28, 2024 (“Amendment No. 2”), as set forth in the Commission’s letter, dated September 9, 2024, addressed to
Mr. Joseph Hummel, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently publicly
filing with the Commission, electronically via EDGAR, the Company’s Registration Statement on Form 10-12B (the “Initial
Public Filing”), which includes changes that reflect responses to the Staff’s comment set forth in the Comment Letter
and certain other updates.

Concurrently,
the Company is also publicly filing, electronically via EDGAR, (i) the Draft Registration Statement, as confidentially submitted to the
Commission on May 13, 2024, (ii) Amendment No. 1 to the Draft Registration Statement, as confidentially submitted to the Commission on
July 8, 2024, (iii) Amendment No. 2 to the Draft Registration Statement, as confidentially submitted to the Commission on August 28,
2024, and (iv) the Company’s letters, dated July 8, 2024 and August 28, 2024, respectively, as confidentially submitted to the
Commission in response to the Staff’s previous comments.

The
heading and numbered paragraph of this letter correspond to the same contained in the Comment Letter, and to facilitate your review,
the text of the Comment Letter has been reproduced herein
in italics and boldfaced print, followed by the Company’s response to each comment. Unless otherwise indicated, page references
in the Staff’s comments refer to the pages of the Information Statement filed as Exhibit 99.1 to Amendment No. 2, and page references
in the Company’s responses refer to the pages of the Information Statement filed as Exhibit 99.1 to the Initial Public Filing.

    U.S. Securities and Exchange Commission

November 1, 2024

Page 2

The
Company respectfully submits the following as its response to the Comment Letter:

Amendment
No. 2 to Draft Registration Statement on Form 10-12B

Non-GAAP
Financial Metrics

Cash-on-Cash
Return, page 113

1. We
                                            note you target cash-on-cash returns of approximately 28.9% for conversions from previous
                                            restaurants or retail stores and approximately 37.1% for new-build restaurants. Please discuss
                                            whether you have achieved these targets and disclose historical cash-on-cash returns to provide
                                            additional context for investors regarding this metric.

In
response to the Staff’s comment, the Company has revised the disclosure in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Non-GAAP Financial Metrics—Cash-on-Cash Return” (page 113) to include
disclosure regarding the Company’s historical weighted average cash-on-cash returns for conversions from previous restaurants or
retail stores and for new-build restaurants, respectively, and whether or not such historical weighted average cash-on-cash returns achieved
the Company’s targeted cash-on-cash returns of approximately 28.9% for conversions from previous restaurants or retail stores and
approximately 37.1% for new-build restaurants, respectively.

*   *   *   *   *   *   *   *

We
thank the Staff for its courtesies. If the Staff needs any additional information or has any questions regarding the foregoing responses,
please do not hesitate to call me at 415-655-1280 or email me at wongw@gtlaw.com.

    Sincerely,

    /s/
    William Wong

    William
    Wong, Esq.

cc: Joseph
                                            Hummel, Chief Executive Officer, Twin Hospitality Group Inc.

 Kenneth
J. Kuick, Chief Financial Officer, Twin Hospitality Group Inc.

Clay
Mingus, Chief Legal Officer and Secretary, Twin Hospitality Group Inc.

Mark
Kelson, Esq., Greenberg Traurig, LLP