AsTABLE ~~filed~~OF ~~with the Securities and Exchange Commission on March 31, 2014~~CONTENTS

As filed with the Securities and Exchange Commission on July 28, 2022

Registration No. 333-

~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM S-1REGISTRATION STATEMENTUNDERTHE~~ SECURITIES ~~ACT~~AND OFEXCHANGE ~~1933~~COMMISSION

~~TRANS~~Washington, ~~WORLD~~D.C. ~~ENTERTAINMENT CORPORATION(Exact Name of Registrant as Specified in Its Charter)~~20549

~~New~~Form ~~York(State or Other Jurisdiction ofIncorporation or Organization) 451220(Primary Standard IndustrialClassification Code Number) 14-1541629(I.R.~~S~~. EmployerIdentification Number)~~-1

38REGISTRATION ~~Corporate CircleAlbany, New York 12203(518) 452-1242(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)~~STATEMENT

John AndersonTrans World Entertainment Corporation38 Corporate CircleAlbany, New York 12203(518) 452-1242(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)UNDER

~~With~~THE aSECURITIES ~~copy~~ACT ~~to:~~OF 1933

~~William~~Kaspien M.Holdings ~~HartnettCahill Gordon & Reindel LLP80 Pine StreetNew York, New York 10005(212) 701-3000~~Inc.

~~Approximate~~(Exact ~~date~~name of ~~commencement~~registrant ~~of proposed sale to the public: As soon~~ as ~~practicable~~specified ~~after~~in ~~this~~its ~~Registration Statement becomes effective.~~charter)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. S

New York			454110			14-1541629
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

If2818 ~~this~~N. ~~Form~~Sullivan is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offeringRd. £Ste 130

IfSpokane ~~this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Valley, ~~check~~WA ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £~~99216

IfTelephone: ~~this Form is a post-effective amendment filed pursuant to Rule 462~~(d855) ~~under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £~~300-2710

~~Indicate by check mark whether the registrant is a large accelerated filer~~(Address, anincluding ~~accelerated~~zip ~~filer~~code, aand ~~non-accelerated~~telephone ~~filer~~number, orincluding aarea ~~smaller reporting company. See definitions of “large accelerated filer~~code,” ~~“accelerated filer,” and “smaller reporting company” in Rule 12b-2~~ of ~~the~~registrant’s ~~Exchange~~principal ~~Act.~~executive ~~(Check one~~offices):

~~Large~~Brock ~~accelerated~~Kowalchuk ~~filer£ Accelerated filer£ Non-accelerated filerS(Do not check if a smallerreporting company) Smaller reporting company£~~

~~The~~Chief ~~registrant~~Executive ~~hereby~~Officer amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Each Class ofSecurities to be Registered		Amount to beRegistered		ProposedMaximum OfferingPrice per Share(1)		ProposedMaximum AggregateOffering Price(2)		Amount ofRegistrationFee(3)
Common Stock,0.01 par value per share		83,389 shares		$5.26		$438,626.14		$56.50

Kaspien Holdings Inc.

(1)				Highest price paid per share in connection with the original sale of the securities subject to the rescission offer covered by this registration statement.
(2)				Represents the product of the amount to be registered and the proposed maximum offering price per share.
(3)				Calculated pursuant to Rule 457(j) on the basis of the proposed maximum offering price described in Note 2.

2818 N. Sullivan Rd. Ste 130

~~The~~Spokane ~~information~~Valley, inWA this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.99216

~~Subject~~Telephone: to(855) ~~Completion, dated March 31, 2014~~300-2710

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Kimberly C. Petillo-Décossard

Ross Sturman

Cahill Gordon & Reindel LLP

32 Old Slip

New York, New York 10005

Telephone: (212) 701-3000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐			Accelerated filer ☐
Non-accelerated filer ☒			Smaller reporting company ☒
			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 to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 28, 2022.

PROSPECTUS

~~Trans~~Kaspien ~~World~~Holdings ~~Entertainment Corporation~~Inc.

834,~~389~~275,342 ~~Shares~~shares of Common Stock Issuable upon

~~Trans~~Exercise ~~World~~of ~~Entertainment~~Pre-Funded ~~Corporation~~Warrants ~~401(k)~~and ~~Savings TrustTrans World Entertainment Corporation 401(k) Savings PlanRescission Offer~~Warrants

~~Under~~This ~~the~~prospectus ~~terms~~relates ~~and~~to ~~conditions~~4,275,342 ~~described~~shares inof ~~this~~common ~~prospectus,~~stock weissuable ~~are~~upon ~~offering~~exercise toof ~~rescind~~pre-funded ~~(the~~warrants ~~“Rescission~~and ~~Offer”)~~warrants ~~the~~to ~~previous~~ purchase of shares of ~~Trans~~common ~~World~~stock ~~Entertainment~~of ~~Corporation~~Kaspien ~~common~~Holdings ~~stock~~Inc., ~~par~~a ~~value~~New ~~$0.01~~York ~~per share~~corporation, bythat ~~persons~~may ~~who~~be ~~acquired~~sold ~~such~~from ~~shares~~time ~~(the~~to ~~“Shares”)~~time ~~under~~by the ~~Trans~~Selling ~~World~~Shareholders ~~Entertainment~~set ~~Corporation 401(k)~~forth ~~Savings~~in ~~Plan~~this (prospectus under the heading “~~Plan~~Selling Shareholders”) ~~between~~beginning ~~November~~on 1page 14, ~~2012~~which ~~and~~we ~~November~~refer ~~15,~~to ~~2013~~as (the “~~Purchase~~Selling ~~Period~~Shareholders”).

~~The~~We ~~Rescission~~will ~~Offer~~not ~~applies~~receive toany ~~Shares~~proceeds ~~purchased~~from ~~during~~the sale of the ~~Purchase~~securities ~~Period~~under atthis ~~prices~~prospectus, ~~ranging~~although ~~from~~we ~~$3.29~~could ~~per~~receive ~~Share~~up to $~~5.26~~7,692,729 ~~per~~upon ~~Share.~~the ~~For~~exercise ~~purposes~~ of ~~the~~all ~~Rescission~~of ~~Offer~~ the ~~price~~pre-funded ~~paid~~warrants orand ~~received~~warrants. ~~for~~Any ~~the~~amounts ~~purchase~~we orreceive ~~sale~~from ofsuch ~~Shares~~exercises ~~during~~will ~~the~~be ~~Purchase~~used ~~Period~~for isworking ~~net~~capital ~~of commissions~~ and ~~any~~ other ~~applicable~~general ~~fee~~corporate purposes.

IfInformation ~~you~~regarding ~~purchased~~the ~~Shares~~Selling ~~pursuant~~Shareholders, tothe amounts of shares of common stock that may be sold by them and the times and manner in which they may offer and sell the shares of common stock under this prospectus is provided under the sections titled “Selling Shareholders” and “Plan ~~during~~of Distribution,” respectively, in this prospectus. We have not been informed by any of the ~~Purchase~~Selling ~~Period~~Shareholders that they intend to sell the common stock covered by this prospectus and ~~accept~~do not know when or in what amount the ~~Rescission~~Selling ~~Offer~~Shareholders may offer the common stock for sale. The Selling Shareholders may sell any, ~~you~~all, ~~will~~or ~~receive:~~none of the common stock offered by this prospectus.

•The InSelling ~~the~~Shareholders ~~event~~and ~~you~~intermediaries ~~sold~~through whom such ~~Shares~~common atstock aare ~~loss,~~sold anmay ~~amount~~be ~~equal~~deemed to“underwriters” within the ~~excess~~meaning of the ~~amount~~Securities ~~you~~Act ~~paid for such Shares over the proceeds from your sale~~ of ~~the Shares~~1933, ~~plus~~as ~~interest.~~amended ~~• In~~ (the ~~event~~“Securities ~~you currently hold such Shares~~Act”), ~~upon~~with ~~your~~respect ~~tender of such Shares~~ to ~~us by accepting~~ the ~~Rescission~~securities ~~Offer~~offered hereby, ~~the~~and ~~amount~~any ~~you~~profits ~~paid~~realized ~~for~~or ~~such~~commissions ~~Shares,~~received ~~plus~~may ~~interest~~be ~~from~~deemed ~~the~~underwriting ~~date of the purchase~~compensation. ~~However,~~We wehave ~~will~~agreed ~~not~~to ~~repurchase~~indemnify the ~~Shares~~Selling ifShareholders ~~the~~against ~~amount~~certain ~~you paid for the Shares~~liabilities, ~~plus~~including ~~interest,~~liabilities isunder ~~less than~~ the ~~closing~~Securities ~~price of the Shares on the date of expiration of this Rescission Offer~~Act.

~~Although~~Our ~~this~~common ~~prospectus~~stock ~~uses~~is listed on the ~~term~~Nasdaq ~~“interest”~~Capital ~~when~~Market ~~describing~~under the ~~calculation~~symbol of“KSPN”. ~~the~~On ~~Rescission~~July ~~Offer~~27, ~~price~~2022, the ~~term~~last isreported ~~only~~sale ~~intended~~price toof ~~describe~~our ~~the~~common ~~method~~stock ~~used~~was to$2.60 ~~calculate~~per ~~the~~share. ~~payment~~Investing ~~amount,~~in ~~and~~our ~~the~~securities ~~payment~~involves isa ~~not~~high ~~considered~~degree ~~interest~~of ~~for federal income tax purposes~~risk. ~~Instead,~~See the ~~entire~~section ~~amount~~titled ~~will~~“Risk beFactors,” ~~considered~~which asbegins ~~a payment~~on ~~for~~page ~~the sale of your Shares~~5.

~~The~~Neither ~~Rescission~~the ~~Offer~~Securities ~~will~~and ~~expire~~Exchange ~~at p.m.,~~Commission ~~Eastern~~nor ~~Time,~~any ~~on ,~~state ~~2014~~securities (commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the ~~“Expiration~~contrary ~~Date”)~~is a criminal offense.

~~Our~~You ~~common~~should ~~stock~~rely isonly ~~listed~~ on ~~The~~the ~~NASDAQ~~information ~~Global~~contained ~~Select~~in ~~Market~~this ~~under~~prospectus. We have not authorized any dealer, salesperson or other person to provide you with information concerning us, except for the ~~trading~~information ~~symbol~~contained ~~“TWMC~~in this prospectus.” The ~~last~~information ~~reported~~contained ~~sale~~in ~~price~~this ofprospectus ~~our~~is ~~common~~complete ~~stock~~and (accurate only as ~~reported~~of the date on ~~The~~the ~~NASDAQ~~front ~~Global~~cover ~~Market)~~page onof ~~March~~this 28prospectus, ~~2014,~~regardless ~~was~~of ~~$3.68~~the ~~per~~time ~~share~~of delivery of this prospectus or the sale of any securities. ~~Our~~This ~~principal~~prospectus ~~executive~~is ~~offices~~not an offer to sell these securities and we are ~~located~~not atsoliciting 38an ~~Corporate~~offer ~~Circle,~~to ~~Albany,~~buy ~~New~~these ~~York 12203.~~securities ~~Our~~in ~~telephone~~any ~~number~~state where the offer or sale is ~~(518)~~not ~~452-1242~~permitted.

~~You~~The ~~may~~date ~~elect~~of ~~to accept the Rescission Offer by submitting a Rescission Offer Acceptance Form to us on or before the Expiration Date as set forth in~~ this prospectus. ~~You do not need to take any action to reject the Rescission Offer. If you fail to return the Rescission Offer Acceptance Form by the Expiration Date~~is , you will be deemed by us to have rejected the Rescission Offer. Acceptance or rejection of the Rescission Offer may prevent you from maintaining any action against us based on a claim that we failed to register shares of our common stock purchased pursuant to the Plan during the Purchase Period. In any event, any such claim may be barred by applicable statutes of limitations. See “Risk Factors—Your right of rescission, if any, under federal and state law may not survive if you affirmatively reject or fail to accept the Rescission Offer” on page 8.2022

Investing in shares of our common stock involves risks. See “Risk Factors” on page 8.

The Shares subject to the Rescission Offer may be deemed not to have been properly registered under the Securities Act of 1933, as amended (the “Securities Act”), because we never registered shares of our common stock with the Securities and Exchange Commission (the “SEC”) for offer and sale to participants under the Plan.

The Staff of the SEC takes the position that an offer to rescind a sale of securities constitutes a new offer to sell the securities. Consequently, absent an applicable exemption, the new offer is subject to the registration provisions of the Securities Act. This prospectus is part of a Registration Statement on Form S-1 filed with the SEC to register these shares, regardless of whether or not you accept the Rescission Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2014.

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
QUESTIONS AND ANSWERS ABOUT THE RESCISSION OFFER		2
RISK FACTORS		8
OUR COMPANY		10
THE RESCISSION OFFER		11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		15
USE OF PROCEEDS		16
NOTICE OF BLACKOUT PERIOD		17
WHERE YOU CAN FIND MORE INFORMATION		17
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		19
LEGAL MATTERS		19
EXPERTS		19

TABLE OF CONTENTS

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it. This prospectus is not an offer to sell or purchase nor is it soliciting an offer to buy or sell these securities in any jurisdiction where such offer, solicitation or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of its date and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

~~Unless~~About ~~otherwise stated or the context otherwise requires, references in~~ this ~~prospectus to “Trans World,” the “Company,” “we” “us,” and “our” refer to Trans World Entertainment Corporation and its subsidiaries.~~Prospectus

This prospectus is part of a registration statement on Form S-i-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the Selling Shareholders and their permitted transferees may, from time to time, offer and sell, as applicable, any of the securities described in this prospectus in one or more offerings. The Selling Shareholders and their permitted transferees may use the shelf registration statement to sell such securities from time to time through any means described in the section entitled “Plan of Distribution.”

~~CAUTIONARY~~TABLE ~~STATEMENT~~OF ~~REGARDING FORWARD-LOOKING STATEMENTS~~CONTENTS

~~This~~PROSPECTUS prospectus, the documents incorporated by reference herein and the documents to which we refer you contain certain forward-looking information about the Company. These statements may be made directly in this prospectus or may be incorporated into this document by reference to other documents. Representatives of the Company may also make forward-looking statements. All statements other than statements of historical information are forward-looking statements. Forward-looking statements are predictive in nature and can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “goal,” “objective,” “potential,” “project,” “should,” “will” and “would,” or the negative of these terms or other comparable terminology. Statements concerning projections, future performance developments, events, revenues, expenses, earnings, run rates and any other guidance on present or future periods constitute forward-looking statements. Such statements include, but are not limited to, those relating to the effects of growth, our principal investing activities, levels of assets under management and our current equity capital levels. Forward-looking statements involve risks and uncertainties. You should be aware that a number of important factors could cause our actual results to differ materially from those in forward-looking statements. These factors include, but are not limited to:SUMMARY

•This ~~our~~summary ~~expectations~~does ~~regarding~~not ~~the~~contain ~~effect~~all of the ~~Rescission~~information ~~Offer~~that onis ~~the~~important ~~rescission or damage rights of Plan participants; • the applicability of exemptions from state law with respect~~ to ~~the~~you. ~~sale~~You ~~and~~should ~~issuance~~read of the ~~Shares~~entire and to the Rescission Offer; • new product introductions; • accelerated declines in compact disc and DVD industry sales; • the highly competitive nature of the retail entertainment business; • new technologyprospectus, including ~~digital downloading; • competitive pricing; • current economic conditions; • dependence on key employees and~~ the ~~ability~~Risk toFactors, ~~hire~~before ~~new~~making ~~employees;~~an •investment the Company’s level of debt and related restrictions and limitations; • future cash flows; • availability of real estate; • vendor terms; • interest rate fluctuations; • adverse publicity; • product liability claims; and • changes in lawsdecision.

In addition, please refer to our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, including Item 1A, “Risk Factors,” in such report, as well as our other filings with the Securities and Exchange Commission (the “SEC”), for a more detailed discussion of these risks and uncertainties and other factors. Any forward-looking statements should be read and interpreted together with these and other filings. There can be no assurance that the Company has correctly identified and appropriately assessed all factors affecting its business. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any risks and uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition and results of operations. For these reasons, you are cautioned not to place undue reliance on the Company’s forward-looking statements. Except as required by law, Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.History

Kaspien Holdings Inc. (f/k/a Trans World Entertainment Corporation) (“Kaspien”), which, together with its consolidated subsidiaries, is referred to herein as the “Company”, “we”, “us” and “our”, was incorporated in New York in 1972. We own 100% of the outstanding Common Stock of Kaspien Inc. See below for additional information.

Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart and Target, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies and mutually beneficial partnerships.

We are guided by 5 core principles:

•	We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results.

•	We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often.

•	We create simplicity. We challenge the status quo. We take the complicated and simplify it.

•	We take ownership. We make things happen. We hold ourselves accountable and have a bias for action.

•	We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change.

Our Business

Kaspien’s mission is to accelerate partner brand growth on today’s leading online marketplaces. Our vision is to become a global leader in the brand accelerator industry by improving partner efficiency and profitability. Our marketplace as a service (“MaaS”) approach consists of delivering technology-enabled services to our partners, including software and associated support services. Our primary focus marketplaces are Amazon US, Amazon CA, Amazon DE and Amazon EU (including UK), with additional service and support available for Target+ and Walmart marketplaces.

Kaspien leverages its 13 years of ecommerce and online brand management experience to provide tech-enabled, partner-specific recommendations—resulting in a clear plan of action, pricing, and timeline. Our team of ecommerce experts use internal and external software to deliver insights and results in the areas of listing creation, content optimization, paid advertising, campaign management and supply chain / logistical support.

Our MaaS business delivers blended contribution margin across retail and agency models. This marketplace growth platform allows for a diversified go-to-market approach, enabling economies of scale for multiple operations.

•

Retail business model: We buy inventory and use our expertise, technology, and services to generate revenue through marketplace transactions. Kaspien provides account management, brand communications, listings management, data reporting, joint business planning and comprehensive marketing support services. Our target partners are enterprise-level and other large growth brands, and derive margin based on pricing.

•

Agency business model: We use our expertise, technology, and services to manage our partners’ marketplace presence through channel management with no inventory position. Kaspien provides account management, media planning, media analytics, search strategy, business planning and data reporting support services. Our target partners in this space range from small, first-to-market brands to full-scale, enterprise brands. We derive margin based on a percentage of ad spend, commissions, and/or specific service fees.

~~QUESTIONS~~TABLE ~~AND~~OF ~~ANSWERS ABOUT THE RESCISSION OFFER~~CONTENTS

~~The~~Kaspien ~~following~~provides ~~questions~~all ~~and answers are intended to address briefly some commonly asked questions regarding~~ the ~~Rescission~~software ~~Offer. These questions~~ and ~~answers~~services dorequired ~~not~~to ~~address~~drive ~~all~~brand ~~questions~~growth ~~that~~and ~~may~~achieve ~~be important to you as~~ a ~~participant~~brand’s ingoals ~~the~~on ~~Plan who acquired Shares between November 1~~Amazon, ~~2012~~Walmart, and ~~November~~ ~~15,~~Target ~~2013.~~through ~~Please~~multiple ~~refer~~business tomodels—namely, ~~“The~~Retail ~~Rescission~~and ~~Offer”~~Agency ~~beginning~~services. onWe ~~page~~are 11a ~~and~~technology ~~the~~enabled ~~more~~services ~~detailed~~company ~~information~~built ~~contained~~for ~~elsewhere~~marketplace ingrowth. ~~this~~A ~~prospectus~~high-level ~~and~~visualization ~~the~~of ~~documents~~our ~~incorporated~~business bymodel ~~reference~~is ~~into~~shown ~~this~~in ~~prospectus,~~Figure ~~which~~1 ~~you should read carefully~~below.

Q:Our ~~Why~~principal ~~are~~executive ~~you~~offices making the Rescission Offer? A: Prior to November 15, 2013, participants could purchase interests in Trans World Entertainment Corporation common stock through the Plan. The directed Trustee of the Plan, T. Rowe Price Trust Company (the “Trustee”), purchased shares of Trans World Entertainment Corporation common stock pursuant to the direction of Plan participants. Although the shares of Trans World Entertainment Corporation common stock held by the Trustee may have been purchased in the open market by the Trustee, the SEC takes the position that we are ~~required~~located toat ~~register~~2818 ~~with the SEC the deemed sale of these shares, as well as the sale of shares we have contributed directly to the Plan~~N. WeSullivan ~~have discovered that we inadvertently never registered shares of our common stock for sale to Plan participants in connection with the Plan~~Rd. WeSte ~~are making the Rescission Offer with respect to 83~~130,~~389~~ ~~Shares~~Spokane ~~sold pursuant to the Plan from November 1~~Valley, ~~2012,~~WA ~~through November 15~~99216, ~~2013. We are making the Rescission Offer to ensure compliance with the Securities Act~~ and toour ~~limit~~telephone ~~any~~number contingent liability we may have as a result of inadvertently not having registered shares of common stock for sale to Plan participants in accordance with applicable federal registration requirements. We believe that the statute of limitations period applicable to potential claims for rescission under the Securities Act is ~~one~~(855) year. In determining the Purchase Period, we selected a date after which no unregistered sales of Shares were made under the Plan as the ending date of the Purchase Period, and the date that is twelve months prior to that date. Non300-~~employee members of our Board of Directors were not eligible to participate in the Plan and therefore are not eligible to participate in the Rescission Offer~~2710. Our current executive officers and employee members of our Board of Directors who purchased Shares pursuant to the Plan during the Purchase Period have informed us that they do not intend to participate in the Rescission Offer. The Rescission Offer covers only the 83,389 Shares issued between November 1, 2012 and November 15, 2013. The Rescission Offer does not cover Shares issued prior to November 1, 2012 because we believe that the applicable statute of limitations has already expired with respect to shares issued prior to November 1, 2012 when we discovered that we never registered shares of our common stock for sale to Plan participants in connection with the Plan. The Rescission Offer does not cover Shares issued after November 15, 2013 because we no longer offered Plan participants the option to purchase Shares pursuant to the Plan after that date. Q: What will I receive if I accept the Rescission Offer? A: The answer to this question depends on whether you still hold the Shares purchased pursuant to the Plan during the Purchase Period:

•

If you have sold such Shares at a loss, we will pay you an amount equal to the amount of the loss, plus interest at a rate of 0.19% per year. Interest will be paid on the amount you originally paid for the Shares during the period from the date of your purchase of the Shares through the date of your sale of the Shares. Interest will also be paid on the loss you realized from your sale of the Shares from the date of your sale through the date that payment is made by us.

•

If you currently hold such Shares, we will repurchase such Shares for the amount you paid for such Shares, plus interest at a rate of 0.19% per year from the date you purchased the Shares through the Expiration Date. However, we will not repurchase the Shares if the amount you paid for the Shares, plus interest (to the Expiration Date), is less than the closing price of the Shares as of the Expiration Date, as it would not be economically beneficial to you.

Private Placement of Shares of Common Stock and Warrants

On July 12, 2022, we entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with the Selling Shareholders for a private placement offering (“Private Placement”) of the Company’s common stock or pre-funded warrants (with each pre-funded warrant exercisable for one share of common stock) in lieu thereof, and warrants exercisable for one share of common stock. Pursuant to the PIPE Purchase Agreement, the Company agreed to issue and sell 1,818,182 shares of its common stock or pre-funded warrants in lieu thereof together with warrants to purchase up to 2,457,160 shares of common stock. Each share of common stock and accompanying warrant was sold together at a combined offering price of $3.30 per share.

The pre-funded warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the pre-funded warrants are exercised in full. Under the terms of the pre-funded warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%.

The warrants have an exercise price of $3.13 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions.

The Private Placement closed on July 14, 2022. The Company intends to use the net proceeds from the private placement for working capital and other general corporate purposes. See “Use of Proceeds.”

In connection with the PIPE Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Selling Shareholders. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and exchange Commission (the “SEC”) to register for resale of the Shares, the shares issuable upon exercise of the pre-funded warrants and the warrants within twenty (20) days after the Closing Date (the

Q:		When and how will I receive payment for my Shares if I properly accept the Rescission Offer?
A:		If we receive a legible, properly completed Rescission Offer Acceptance Form from you on or before 5:00 p.m., Eastern Time, on the Expiration Date and we determine that you are eligible to accept the Rescission Offer, we expect that on or before , 2014:

TABLE OF CONTENTS

•“Filing IfDate”). ~~you~~Pursuant ~~still~~to ~~have~~the aRegistration ~~Plan~~Rights ~~account~~Agreement, ~~whether or not you are an active employee of Trans World Entertainment Corporation, all proceeds to which you are entitled by accepting~~ the ~~Rescission~~Registration ~~Offer~~Statement ~~will~~shall be ~~credited~~declared toeffective ~~your~~within ~~Plan~~30 ~~account~~days ~~and~~after ~~invested in~~ the T.Filing ~~Rowe~~Date ~~Price~~or ~~Stable~~60 ~~Value~~days ~~Fund.~~following ~~You may exchange~~ the ~~amount~~Filing ~~invested~~Date inif the T.Registration ~~Rowe~~Statement ~~Price~~is ~~Stable~~reviewed ~~Value~~by ~~Fund into other investment funds available under~~ the ~~Plan in accordance with the Plan’s normal procedures~~SEC. •The IfCompany ~~you no longer have a Plan account, a Plan account~~ will be ~~established~~obligated ~~for~~to ~~you~~pay ~~and~~certain ~~all~~liquidated ~~proceeds~~damages to ~~which~~the ~~you~~investor ~~are~~if ~~entitled by accepting~~ the ~~Rescission~~Company ~~Offer~~fails ~~will be credited~~ to ~~your~~file ~~account and invested in~~ the T.resale ~~Rowe~~registration ~~Price~~statement ~~Stable~~when ~~Value~~required, ~~Fund~~fails ~~You~~to ~~may~~cause ~~exchange~~ the ~~amount~~Registration ~~invested~~Statement into ~~the~~be T.declared ~~Rowe~~effective ~~Price~~by ~~Stable~~the ~~Value~~SEC ~~Fund~~when ~~into~~required, ~~other~~of ~~investment~~if ~~funds available under~~ the ~~Plan~~Company infails ~~accordance~~to ~~with~~maintain the ~~Plan’s~~effectiveness ~~normal procedures. Distributions from your Plan account will be managed in accordance with the terms~~ of the ~~Plan~~Registration ~~as follows:~~Statement.

•

Plan account balance greater than $5,000. If your Plan account balance is greater than $5,000 and you are currently not employed by Trans World Entertainment Corporation, your assets will remain in the plan until you choose a distribution from the following options: (1) a direct rollover to an IRA or another qualified plan, (2) a lump sum payment, or (3) installment payments. Absent a consent to a distribution by you, your account balance will remain in the Plan until a distribution is required by the Plan’s mandatory distribution rules. You should review the Plan Summary Plan Description for more information on mandatory distribution events.

•

Plan account balance of $5,000 or less. If your Plan account balance is less than or equal to $5,000 and you are currently not employed by Trans World Entertainment Corporation, your account balance will automatically be distributed to you at the end of the year, and you may elect one of the following: (1) direct rollover to an IRA or another qualified plan, or (2) lump sum payment. You will receive notification and information about distribution options after the date your rescission proceeds are credited to your Plan account and before the distribution is made. If you do not make an election within 90 days following that notification, your account balance will be distributed to you in a lump sum or, if your account balance is greater than $1,000 but less than or equal to $5,000, your account balance will automatically be directed to a rollover IRA.

Additionally, all of the Company’s executive officers, directors and holders of more than 10% of the Company’s common stock entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which they agreed not to sell or transfer any securities of the Company held by them for a period of 90 days from the effective date of the Registration Statement, subject to limited exceptions.

		To make any of the above elections, contact Edwin Sapienza (518) 452-1242. Proceeds will be transferred to your Plan account within approximately five business days following the Expiration Date.
		We strongly encourage you to review the Plan’s Summary Plan Description that contains additional information on distribution of account balances. To obtain a copy of the Plan’s Summary Plan Description, contact Edwin Sapienza at (518) 452-1242. Payment of proceeds directly to you may result in adverse tax consequences. See “Material U.S. Federal Income Tax Considerations.”
Q:		What interest rate will be used in calculating any amounts owed to me?
A:		We will use an annual interest rate of 0.19%, which is calculated on the basis of the highest weekly average one-year constant maturity Treasury yield in effect at any time during the Purchase Period.

Aegis Capital Corp. acted as the placement agent in connection with the Private Placement. Pursuant to the engagement agreement, Aegis was paid a commission equal to 7% of the gross proceeds received by the Company in the Private Placement. The Company paid Aegis $75,000 for fees and expenses including attorney fees.

Registered Direct Offering of Common Stock and Warrants

On July 12, 2022, the Company also entered into an Securities Purchase Agreement (the “Registered Purchase Agreement”) with the Selling Shareholders, pursuant to which the Company issued and sold 638,978 shares of its common stock or pre-funded warrants in lieu thereof, with each pre-funded warrant exercisable for one share of common stock (the “Registered Offering”). The Company received approximately $2 million in gross proceeds from the Registered Offering, before deducting discounts and commissions and estimated offering expenses. The shares were offered and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-252911), which was declared effective by the Securities Exchange Commission (the “SEC”) on March 11, 2021, and the base prospectus included therein, as supplemented by the prospectus supplement filed with the SEC on July 14, 2022.

The Registered Offering closed on July 14, 2022. The Company intends to use the net proceeds from the Registered Offering for working capital and other general corporate purposes. See “Use of Proceeds.”

Aegis Capital Corp. also acted as the placement agent in connection with the Registered Offering. Pursuant to the engagement agreement, Aegis was paid a commission equal to 7% of the gross proceeds received by the Company in the Registered Offering.

The foregoing descriptions of the PIPE Purchase Agreement, Registered Purchase Agreement, pre-funded warrants, warrants, Registration Rights Agreement, Lock-Up Agreement and the placement agent engagement agreement described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

Q:TABLE ~~Does~~OF it matter whether I purchased Shares through salary deferrals, rollover contributions, loan repayments, company contributions or transfers between investment funds? A: No. All purchases of Shares made pursuant to the Plan during the Purchase Period will be considered when determining whether you are eligible to accept the Rescission Offer. Q: Am I required to accept the Rescission Offer? A: No. You are not required to accept the Rescission Offer. Your decision to accept or reject the Rescission Offer is completely voluntary. If you are an employee of Trans World Entertainment Corporation, acceptance or rejection of the Rescission Offer will not have any bearing or effect on your employment status. Q: Should I accept the Rescission Offer? A: You must make your own decision whether to accept the Rescission Offer. In making your decision whether to accept the Rescission Offer, you should consider all relevant factors in light of your particular circumstances, including the potential tax consequences of accepting the Rescission Offer (see “Material U.S. Federal Income Tax Consequences”) and, if you now hold Shares you purchased during the Purchase Period, the possibility that the value of such Shares may increase or decrease after the Expiration Date. You should note, however, that under the terms of the Rescission Offer, we will not repurchase any Shares unless our records indicate that (1) you sold Shares you purchased during the Purchase Period for less than you paid for them and/or (2) you now hold Shares you purchased during the Purchase Period that on the Expiration Date are worth less than the Rescission Offer price. In applying those criteria, we will use a “first-in, first-out,” or “FIFO,” principle in determining whether Shares were sold at a loss and whether you now hold Shares eligible for repurchase pursuant to the Rescission Offer. You should apply the same principle in determining whether or not to accept the Rescission Offer. An example calculation using the FIFO principle is included with the Rescission Offer Acceptance Form that accompanies this prospectus. WE URGE YOU TO REVIEW THIS PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER. If you have questions about the Rescission Offer acceptance process, you can call Edwin Sapienza (518) 452-1242, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time. Q: Will there be any restrictions on the future transfer of my shares if I do not accept the Rescission Offer? A: The shares of common stock which are the subject of this Rescission Offer have now been registered under the Securities Act of 1933 by virtue of the registration statement of which this prospectus is a part. We believe that these shares are transferable by plan participants in the ordinary course, subject to restrictions on trading that may be applicable from time to time (as in the case of the Company’s customary “blackout” periods). Q: Where can I find information about my purchases and sales of Shares? A: Detailed information about your purchases of Shares during the Purchase Period and any subsequent sales of such Shares is available to you through your online account. You can access your online account through www.troweprice.com.CONTENTS

THE OFFERING

Outstanding Shares of Common Stock immediately prior to the Private Placement

3,140,471

Shares of Common Stock issuable upon exercise of all pre-funded warrants and warrants

4,275,342

Use of Proceeds

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of securities by the Selling Shareholders, although we could receive up to $7,692,729 upon the exercise of all of the warrants. Any amounts we receive from such exercises, along with approximately $7 million in net proceeds received in the Private Placement and Registered Offering, will be used for working capital to implement our strategic plans focused on brand acquisition, investments in technology to enhance our scalable platform and our core retail business. The holders of the warrants are not currently obligated to exercise the warrants and we cannot assure you that the holders of the warrants will choose to exercise all or any of the warrants. See “Use of Proceeds.”

Nasdaq Capital Market Symbol for Common Stock

Our common stock is listed on the Nasdaq Capital Market under the symbol “KSPN.”

Q:TABLE ~~Will~~OF the Rescission Offer affect my ability to direct transactions in my account? A: Yes. In order to ensure smooth processing of the Rescission Offer, if you hold Shares in the Plan as of the Expiration Date, all transactions relating to Shares in your Plan account will be temporarily suspended on the Expiration Date whether or not you accept the Rescission Offer and whether or not we repurchase your Shares. This temporary suspension is called a “blackout period.” As a result, you will be subject to the risk that, due to events in the securities markets, the value of your Plan account could significantly decline during this period and you would not be able to sell Shares under the Plan to avoid this result. For more information about the blackout period, see “Notice of Blackout Period.” The blackout period will commence at p.m., Eastern Time, on the Expiration Date and is anticipated to end at a.m., Eastern Time, on , 2014. You will be notified in the event that the blackout date is extended past such date. Q: What is the effect of the Rescission Offer on my ability to assert claims? A: The rights remaining to the recipients of a rescission offer are not clearly delineated under federal or certain state securities laws. The staff of the SEC takes the position that a rescission offer does not alter a person’s remedies under the Securities Act. For a more detailed description of the effect of the Rescission Offer on any applicable federal securities law claims, see “Risk Factors—The Rescission Offer may not bar claims relating to our issuance of shares in excess of the number registered, and we may continue to be contingently liable for rescission or damages in an indeterminate amount” and “Risk Factors—Your right of rescission, if any, under federal and state law may not survive if you affirmatively reject or fail to accept the Rescission Offer.” Q: May I accept the Rescission Offer in part? A: No. If you accept the Rescission Offer, then you must accept it for all Shares that were purchased during the Purchase Period that you still hold as well as all Shares that you purchased during the Purchase Period that were sold at a loss. As described above, however, if you accept the Rescission Offer, we will only repurchase those Shares that, as of the Expiration Date, have a value less than the price you paid for the Shares, plus interest (to the Expiration Date). If you do not accept the Rescission Offer, you will retain ownership of all of your Shares and will not receive any payment for the Shares subject to the Rescission Offer. Q: What happens if I accept the Rescission Offer for Shares that I currently hold in my account but the amount I would receive for the Shares is less than the closing price of the Shares on the Expiration Date? A: If you submit a Rescission Offer Acceptance Form, we will not repurchase those Shares for which the price per Share that you paid, plus interest (to the Expiration Date), is less than the closing price of a Share as of the Expiration Date. Accordingly, those Shares will remain in your Plan account. Q: What are the tax consequences if I accept the Rescission Offer? A: The federal tax consequences to you depend on your specific circumstances, including whether you currently have a Plan account.CONTENTS

•RISK If you currently have a Plan account, in general, the sale to us of Shares and the Plan’s receipt of any funds pursuant to your acceptance of the Rescission Offer will not be considered taxable events for federal income tax purposes. This is because all the funds we pay as a result of your acceptance of the Rescission Offer will be paid to the Plan Trustee and not directly to you. However, upon any later withdrawal or distribution of funds from your Plan account, the distributed funds, including amounts attributable to the Rescission Offer generally will be taxable as ordinary income to you. Furthermore, an additional ten percent federal income tax may be imposed, depending on your age. See the section of this Prospectus entitled “Material U.S. Federal Income Tax Consequences” for more information.FACTORS

Investing in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in this Registration Statement on Form S-1 before deciding to invest in our common stock. If any of the events or developments described below occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of our common stock could decline, and investors could lose part or all of their investment.

Risks Related to Our Business

If we cannot successfully implement our business strategy our growth and profitability could be adversely impacted.

Our future results will depend, among other things, on our success in implementing our business strategy. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the continued implementation of the strategic initiative to reposition Kaspien as a platform of software and services, the availability of future funding and overcoming the impact of the COVID-19 pandemic.

There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, negative cash flows for operations and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Continued increases in Amazon Marketplace fulfillment and storage fees could have an adverse impact on our profit margin and results of operations.

The Company utilizes Amazon’s Freight by Amazon (“FBA”) platform to store their products at the Amazon fulfillment center and to pack and distribute these products to customers. If Amazon continues to increase its FBA fees, our profit margin could be adversely affected.

Our business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain and enhance our product listings if we receive unfavorable customer complaints, negative publicity, or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.

Maintaining and enhancing our product listings is critical in expanding and growing our business. However, a significant portion of our perceived performance to the customer depends on third parties outside of our control, including suppliers and third-party delivery agents as well as online retailers such as Amazon and Walmart. Because our agreements with our online retail partners are generally terminable at will, we may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to period. Because we rely on third parties to deliver our products, we are subject to shipping delays or disruptions caused by inclement weather, natural disasters, labor activism, health epidemics or bioterrorism. We may also experience shipping delays or disruptions due to other carrier-related issues relating to their own internal operational capabilities. Further, we rely on the business continuity plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and we have limited ability to influence their plans, prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.

Customer complaints or negative publicity about our products, delivery times, or marketing strategies, even if not accurate, especially on blogs, social media websites and third-party market sites, could rapidly and severely diminish consumer view of our product listings and result in harm to our brands. Customers may also make safety-related claims regarding products sold through our online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace. We have from time to time experienced such removals and such removals may materially impact our financial results depending on the product that is removed and length of time that it is removed. We also use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages and interruptions that are not within our control.

•TABLE IfOF you do not currently have an individual Plan account because you have directed and caused a full distribution from the Plan, any amounts paid in respect of the Rescission Offer will be paid to a new Plan account established for you and will not be considered a taxable event for federal income tax purposes. These amounts will be distributed to you under the Plan’s distribution rules, which vary based on your personal circumstances, such as your Plan account balance, age, and employment. Thus, you should review the Plan’s Summary Plan Description for more information on your distribution options. A direct rollover into an individual retirement account or other qualified retirement plan is not considered to be a taxable event for federal income tax purposes. If the proceeds from the Rescission Offer are not rolled over, however, and you receive a distribution from the Plan, such distribution will generally be taxable as ordinary income to you. An additional ten percent federal income tax may be imposed depending on your age. See the section of this Prospectus entitled “Material U.S. Federal Income Tax Consequences” for more information.CONTENTS

~~You~~A ~~should~~change ~~also~~in ~~consult~~one ~~with~~or ~~your~~more ~~own~~of ~~tax advisor regarding~~ the ~~specific~~Company’s ~~consequences~~partners’ topolicies ~~you~~or of the ~~Rescission~~Company’s ~~Offer,~~relationship ~~including~~with ~~the~~those ~~U.S.~~partners ~~federal,~~could ~~state,~~adversely ~~local,~~affect ~~foreign and other tax consequences and~~ the ~~potential~~Company’s ~~changes~~results inof ~~applicable tax law~~operations.

Q:The Company is dependent on its partners to supply merchandise in a timely and efficient manner. If a partner fails to deliver on its commitments, whether due to financial difficulties or other reasons, the Company could experience merchandise shortages that could lead to lost sales.

~~When~~Historically, ~~does~~ the ~~Rescission~~Company ~~Offer~~has ~~expire?~~not experienced difficulty in obtaining satisfactory sources of supply and management believes that it will continue to have access to adequate sources of supply. The Company had one vendor that represented 11.0% of net revenue in fiscal 2021.

A:Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations.

The ~~Rescission~~Company ~~Offer~~generates ~~expires~~substantially atall ~~5:00~~its prevenue through the Amazon Marketplace.m Therefore, we depend in large part on our relationship with Amazon for growth. In particular, ~~Eastern~~we ~~Time~~depend on our ability to offer products on the Amazon Marketplace. We also depend on Amazon for the timely delivery of products to customers. Any adverse change in our relationship with Amazon, including restrictions on the ability to offer products or termination of the relationship, ~~2014~~could adversely affect our continued growth and financial condition and results of operations.

Q:We have substantial indebtedness, which could adversely affect our business.

~~What~~We dohave Ia ~~need~~significant amount of debt and we may continue to doincur ~~now~~additional debt in the future. As of January 29, 2022 (the end of our last fiscal year), the Company had borrowings of $10.0 million under our credit facility with Eclipse. We also had borrowings of $4.4 million under our Subordinated Debt facility, with interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount. On March 2, 2022, we incurred an additional $5.0 million under our Subordinated Debt Facility, with interest accruing at the rate of fifteen percent (15%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount. Substantially all of our assets, including the capital stock of Kaspien is pledged to ~~accept~~secure our indebtedness. This leverage also exposes us to significant risk by limiting our flexibility in planning for, or reacting to, changes in our business (whether through competitive pressure or otherwise), our industry and the ~~Rescission~~economy ~~Offer?~~at large. In addition, our ability to make payments on, or repay or refinance, such debt, and to fund our operating and capital expenditures, depends largely upon our future operating performance. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

A:The terms of our asset-based revolving credit agreement and subordinated debt agreement impose certain restrictions on us that may impair our ability to respond to changing business and economic conditions, which could have a significant adverse impact on our business. Additionally, our business could suffer if our ability to acquire financing is reduced or eliminated.

~~You~~On ~~may~~February 20, ~~mail~~2020, orKaspien ~~fax~~entered tointo usa ~~your~~Loan ~~Rescission~~and ~~Offer~~Security ~~Acceptance~~Agreement ~~Form~~(the or“Loan ~~send~~Agreement”) itwith byEclipse, ~~overnight~~as ~~delivery~~administrative ~~service.~~agent, Inunder ~~order~~which the lenders committed to ~~accept~~provide ~~the~~up ~~Rescission~~to ~~Offer,~~$25 million ~~you~~in ~~must~~loans ~~complete~~under a four-year, ~~sign~~secured ~~and~~revolving ~~date~~credit facility (the ~~Rescission~~“Credit ~~Offer~~Facility”). ~~Acceptance~~On ~~Form~~March 30, 2020, we entered into a Subordinated Loan and ~~return~~Security itAgreement by(the ~~mail,~~“Subordinated ~~fax~~Loan orAgreement”) ~~overnight~~with ~~delivery~~the ~~service~~lenders soparty ~~that~~thereto itfrom istime ~~received~~to ~~by us~~time on(the or“Lenders”) ~~before~~and ~~5:00~~TWEC ~~p.m.,~~Loan ~~Eastern~~Collateral ~~Time~~Agent, on LLC (“Collateral Agent”), ~~2014.~~as ~~The~~collateral ~~Rescission~~agent ~~Offer~~for ~~Acceptance~~the ~~Form~~Lenders, ~~must~~pursuant beto ~~legible~~which the Lenders made a $5.2 million ~~You~~secured ~~may~~term ~~mail~~loan or(the ~~deliver~~“Subordinated byLoan”) ~~overnight~~to ~~delivery~~Kaspien. ~~service~~We ~~your~~subsequently ~~Rescission~~amended ~~Offer~~the ~~Acceptance~~Subordinated ~~Form~~Loan to: add an additional $5.0 million secured term loan.

~~Trans~~Among ~~World~~other ~~Entertainment~~things, ~~Corporation~~the ~~Rescission~~Loan ~~Offer38~~Agreement ~~Corporate~~and ~~CircleAlbany~~Subordinated Loan Agreement limit Kaspien’s ability to incur additional indebtedness, ~~New~~create ~~York~~liens, ~~12203~~make investments, make restricted payments or specified payments and merge or acquire assets. The Loan Agreement also requires Kaspien to comply with a financial maintenance covenant.

~~You~~The ~~may~~Loan ~~fax~~Agreement ~~your~~and ~~Rescission~~Subordinated ~~Offer~~Loan ~~Acceptance~~Agreement ~~Form~~contains customary events of default, including, but not limited to, ~~(518)~~payment ~~862~~defaults, breaches of representations and warranties, covenant defaults, cross-~~9747.~~defaults to

If you choose to accept the Rescission Offer, we recommend that you send or fax the Rescission Offer Acceptance Form sufficiently in advance of the Expiration Date to ensure its receipt by the deadline specified above. The method for returning the Rescission Offer Acceptance Form is at your option and risk, and delivery will be deemed made only when actually received by us at the address or fax indicated above. If delivery is by mail, we recommend using registered mail with return receipt requested.

WE MUST RECEIVE YOUR LEGIBLE AND PROPERLY COMPLETED RESCISSION OFFER ACCEPTANCE FORM ON OR BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE OF , 2014. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ACCEPTANCE FORM HAS BEEN PROPERLY COMPLETED AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER.

Proceeds, if any, will be disbursed to your 401(k) Plan account within approximately 5 business days following the Expiration Date of the Rescission Offer.

We recommend that you write down your identification number printed on your Rescission Offer acceptance form. You will need to provide that identification number if you change your mind and decide to revoke your acceptance of the offer prior to the Expiration Date.

What do I need to do now to reject the Rescission Offer and keep the Shares in my Plan account?

You do not need to take any action to reject the Rescission Offer.

Q:TABLE What happens if I do not return the Rescission Offer Acceptance Form? A: If you do not return the Rescission Offer Acceptance Form on or before 5:00 p.m., Eastern Time, on the Expiration Date, you will be deemed to have rejected the Rescission Offer, and any Shares you hold in your Plan account will remain in your account. In addition, the Shares that you now own and that are subject to the Rescission Offer, for purposes of applicable federal securities law, will be registered securities as of the date of this prospectus. Q: What happens to my Plan account if I reject the Rescission Offer? A: If you hold Shares under the Plan as of the Expiration Date, you will be subject to the blackout period even if you reject the Rescission Offer. This temporary suspension is called a “blackout period,” which will begin at p.m., Eastern Time, on the Expiration Date. We currently anticipate the blackout period will end at a.m., Eastern Time, on , 2014. You will be notified in the event that the blackout period is extended past such date. The Shares will remain in your account and this Rescission Offer will not affect your ability to sell Shares once the blackout period ends. Q: Can I change my mind after I have mailed my signed Rescission Offer Acceptance Form? A: Yes. You can change your decision about accepting or rejecting the Rescission Offer by delivering notice of the change to us as described below at any time before 5:00 p.m., Eastern Time, on the Expiration Date. If you change your decision and want to reject the Rescission Offer after having submitted the Rescission Offer Acceptance Form, then you may reject the Rescission Offer by sending a notice via mail, overnight delivery service or fax that includes your name, your identification number located on your Rescission Offer Acceptance Form, and a clear indication that you are rejecting the Rescission Offer. You may send your notice of rejection to: Trans World Entertainment Corporation Rescission Offer38 Corporate CircleAlbany, New York 12203 You may fax your notice of rejection to (518) 862-9747. THIS NOTICE OF REJECTION MUST BE LEGIBLE AND RECEIVED BY MAIL, OVERNIGHT DELIVERY SERVICE OR FAX AT THE ABOVE ADDRESS ON OR BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE OF , 2014. OTHERWISE YOU WILL BE DEEMED TO HAVE ACCEPTED THE RESCISSION OFFER PURSUANT TO YOUR ELECTION ON THE ORIGINAL RESCISSION OFFER ACCEPTANCE FORM(S). Q: Does the Rescission Offer affect any loan repayments I am currently making to the Plan? A: If you have an outstanding loan from the Plan, the amount that you are required to repay will not change as a result of your acceptance or rejection of the Rescission Offer. Q: Who can help answer my questions? A: If you have any questions about accessing your Plan transaction history, you can find more information by accessing your account at www.troweprice.com. If you need further assistance or if you do not have access to your online account, you should call Edwin Sapienza at (518) 452-1242 to request a detailed listing of your transactions by mail or fax. Please allow 13 days to receive your records. If you have questions regarding the Rescission Offer, you may call Edwin Sapienza at (518) 452-1242, Monday through Friday, between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time.CONTENTS

other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the borrowers and guarantors taken as a whole, the occurrence of an uninsured loss to a material portion of collateral and, in the case of the Credit Facility, failure of the obligations to constitute senior indebtedness under any applicable subordination or intercreditor agreements, including our Subordinated Debt.

Risks Related to Information Technology and Intellectual Property

Breach of data security could harm our business and standing with our customers.

The protection of our partner, employee and business data is critical to us. Our business, like that of most companies, involves confidential information about our employees, our suppliers and our Company. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of all such data, including confidential information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. Unauthorized parties may attempt to gain access to our systems or information through fraud or other means, including deceiving our employees or third-party service providers. The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are also constantly changing and evolving, and may be difficult to anticipate or detect. We have implemented and regularly review and update our control systems, processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, the ever-evolving threats mean we must continually evaluate and adapt our systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. Any security breach involving the misappropriation, loss or other unauthorized disclosure of customer payment card or personal information or employee personal or confidential information, whether by us or our vendors, could damage our reputation, expose us to risk of litigation and liability, disrupt our operations, harm our business and have an adverse impact upon our net sales and profitability. As the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business, compliance with those requirements could also result in additional costs. Further, if we are unable to comply with the security standards established by banks and the credit card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could adversely affect our retail operations.

Our hardware and software systems are vulnerable to damage, theft or intrusion that could harm our business.

Any failure of our computer hardware or software systems that causes an interruption in our operations or a decrease in inventory tracking could result in reduced net sales and profitability. Additionally, if any data intrusion, security breach, misappropriation or theft were to occur, we could incur significant costs in responding to such event, including responding to any resulting claims, litigation or investigations, which could harm our operating results.

Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results.

Our trademark, trade secrets and other intellectual property, including proprietary software, are valuable assets that are critical to our success. The unauthorized reproduction or other misappropriation of our intellectual property could cause a decline in our revenue. In addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or licensing agreements or result in our loss of ownership or use of the intellectual property.

Risks Related to Human Capital

Loss of key personnel or the inability to attract, train and retain qualified employees could adversely affect the Company’s results of operations.

The Company believes that its future prospects depend, to a significant extent, on the services of its executive officers. Our future success will also depend on our ability to attract and retain qualified key personnel. The loss of the services of certain of the Company’s executive officers and other key management personnel could adversely affect the Company’s results of operations.

~~RISK~~TABLE ~~FACTORS~~OF CONTENTS

AnIn ~~investment~~addition into our ~~common~~executive ~~stock~~officers, ~~involves~~the ~~risks.~~Company’s ~~You~~business ~~should~~is ~~carefully~~dependent ~~consider~~on ~~the~~our ~~following~~ability ~~risk~~to ~~factors~~attract, ~~relating~~train toand ~~the~~retain ~~Rescission~~qualified ~~Offer~~team inmembers. ~~addition~~Our ability to ~~the~~meet ~~risks~~our ~~identified~~labor inneeds ~~“Cautionary~~while ~~Statement~~controlling ~~Regarding~~our ~~Forward-Looking~~costs ~~Statements”~~is ~~above~~subject ~~and~~to ~~the~~external ~~risks~~factors ~~identified~~such inas ~~our~~unemployment ~~Annual~~levels, ~~Report~~health ~~on Form~~care ~~10-K~~costs ~~for~~and ~~the~~changing ~~fiscal~~demographics. ~~year~~If ~~ended~~we ~~February~~are 2,unable ~~2013,~~to ~~including~~attract ~~those~~and ~~risks~~retain ~~identified~~adequate ~~under~~numbers ~~the~~of ~~caption~~qualified ~~“Risk~~team ~~Factors”~~members, in our ~~Annual~~operations ~~Report~~and onsupport ~~Form~~functions ~~10-K~~could suffer. ~~Please~~Those ~~see~~factors, ~~“Where~~together ~~You~~with ~~Can~~increased ~~Find~~wage ~~More~~and ~~Information”~~benefit oncosts, ~~page~~could 17adversely affect our results of operations.

~~The~~We ~~Rescission Offer~~ may ~~not~~face ~~bar~~difficulties ~~claims~~in ~~relating~~meeting to our ~~issuance~~labor ofneeds ~~shares in excess of the number registered, and we may continue~~ to beeffectively ~~contingently~~operate ~~liable~~our ~~for rescission or damages in an indeterminate amount~~business.

ItWe isare ~~not~~heavily ~~certain~~dependent ~~that~~upon ~~the~~our ~~Rescission~~labor ~~Offer~~workforce. ~~will~~Our ~~have~~compensation ~~the~~packages ~~effect~~are ofdesigned ~~barring claims relating~~ to ~~our~~provide ~~issuance~~benefits ofcommensurate ~~shares~~with ofour ~~common~~level ~~stock in excess~~ of ~~the~~expected ~~number we registered~~service. ~~If a person accepts the Rescission Offer~~However, ~~but subsequently asserts a claim against us for an additional remedy,~~ we ~~would~~face ~~expect to assert that~~ the ~~person’s~~challenge ~~acceptance~~ of ~~the~~filling ~~Rescission~~many ~~Offer~~positions ~~eliminated~~at ~~any~~wage ~~liability~~scales wethat ~~might~~are ~~have~~appropriate ~~had~~ to ~~that~~the ~~person~~industry ~~under~~and ~~section~~competitive ~~12 of the Securities Act~~factors. We doalso ~~not~~face ~~believe~~other ~~that~~risks ~~the~~in ~~original~~meeting ~~issuance~~our oflabor ~~the Shares violated the registration requirements of any state securities laws. Should the Rescission Offer be rejected~~needs, weincluding ~~may~~competition ~~continue to be contingently liable~~ for ~~rescission~~qualified orpersonnel, ~~damages~~overall ~~under~~unemployment ~~federal law. In addition~~levels, ~~the~~and ~~Rescission~~increased ~~Offer~~costs ~~will~~associated ~~not~~with ~~prevent~~complying ~~regulators~~with ~~from~~regulations ~~pursuing~~relating ~~enforcement~~to ~~actions~~COVID-19. orChanges ~~imposing~~in ~~penalties~~any ~~and~~of ~~fines~~these ~~against~~factors, usincluding ~~with~~a ~~respect~~shortage ~~to any violations~~ of ~~securities~~available ~~laws. In any event~~workforce, we docould ~~not~~interfere ~~expect~~with ~~the~~our ~~Rescission~~ability ~~Offer~~ to ~~have~~adequately aservice ~~material~~our ~~impact~~customers onand ~~our~~could ~~financial~~result ~~condition~~in orincreasing ~~liquidity~~labor costs.

~~Your~~Our ~~right~~business ofcould ~~rescission,~~be ifadversely ~~any,~~affected ~~under~~by ~~federal~~increased ~~and~~labor ~~state~~costs, ~~law~~including ~~may~~costs ~~not~~related ~~survive~~to ifan ~~you~~increase ~~affirmatively~~in ~~reject~~minimum orwage ~~fail~~and tohealth ~~accept the Rescission Offer~~care.

~~The~~Labor rights remaining to the recipients of a rescission offer are not clearly delineated under federal or certain state securities laws. If you affirmatively reject or fail to accept the Rescission Offer, it is ~~unclear~~one ~~whether your federal right~~ of ~~rescission, if any, will be preserved. The staff of~~ the ~~SEC~~primary ~~takes the~~components ~~position that a rescission offer does not alter a person’s remedies under the Securities Act. However, the few federal courts that have addressed this issue~~ in the ~~past~~cost ~~have~~of ~~suggested~~operating ~~that,~~our atbusiness. ~~least~~Increased inlabor ~~certain circumstances~~costs, awhether ~~person~~due ~~who rejects or fails~~ to ~~accept a rescission offer may be precluded from later seeking similar relief. The Rescission Offer may also affect your right of rescission and your right to damages~~competition, ~~if any~~unionization, ~~under~~increased ~~state~~minimum ~~law.~~wage, ~~We believe that the sale of the Shares that are the subject of the Rescission Offer were exempt from registration under~~ state ~~laws.~~unemployment ~~Furthermore~~rates, wehealth ~~believe that the Rescission Offer is exempt from registration under the laws of such states and thus need not comply with the laws of such states regulating such offers. However~~care, ~~we do not make any representation as to the compliance of this Rescission Offer with applicable state law. Under most state laws, acceptance~~ or ~~rejection~~other ofemployee ~~rescission~~benefits ~~offers~~costs may ~~preclude~~adversely ~~offerees~~impact ~~from~~our ~~initiating~~operating ~~an action against the rescission offeror in connection with the registration of securities that are the subject of the rescission offer~~expenses. ~~We may assert~~Additionally, ~~among~~there ~~other~~is ~~defenses,~~no inassurance ~~any~~that ~~litigation~~future ~~initiated~~health bycare alegislation ~~person~~will ~~eligible~~not toadversely ~~participate~~impact inour ~~the Rescission~~results ~~Offer who accepts~~ or ~~rejects the Rescission Offer, that such person is estopped from asserting such claims as a result of the Rescission Offer~~operations.

~~Generally,~~Risks ~~the~~Related ~~statute~~to ofOwnership ~~limitations for enforcement~~ of federal statutory rescission rights by a security holder is one year commencing on the date of the sale of the security sold in violation of the federal registration requirements. Statutes of limitations under state laws vary by state, with the limitation time period under many state statutes not typically beginning until the facts giving rise to a violation are known. Our ~~Rescission~~Common Offer is not an admission that we did not comply with any federal and state registration or disclosure requirements nor is it a waiver by us of any applicable statute of limitations or any potential defense we may haveStock. Determining when a statute of limitations expires under federal or state law can be a difficult issue, and you should consult with an attorney if you have any questions regarding how federal or state statutes of limitations may apply to any claims you have.

The ownership of our common stock is concentrated, and entities affiliated with members of our Board of Directors have significant influence and control over the outcome of any vote of the Company’s shareholders and may have competing interests.

Assuming (1) the issuance of all of the common stock issuable upon exercise of the pre-funded warrants and warrants, (2) the removal of all restrictions on ownership set forth in the pre-funded warrants and warrants (see “Description of Securities to be Registered”), (3) the issuance of common stock pursuant to the Registered Offering, and (4) exercise of all outstanding warrants issued to Neil Subin and his affiliated entities, the Selling Shareholders will own approximately 55.2% of the outstanding common stock, the Robert J. Higgins TWMC Trust (the “Trust”) will own approximately 9.2% of the outstanding common stock and Mr. Subin will own approximately 9.9% of the outstanding common stock, and as a result can significantly influence the outcome of most actions requiring shareholder approval. In addition, the Selling Shareholders and entities affiliated with each of the Trust and Mr. Subin, as well as one of our directors, Mr. Simpson, and certain of his affiliated entities, will collectively hold approximately 77.1% of the outstanding common stock, and as a result can control the outcome of most actions requiring shareholder approval.

The Trust, Mr. Subin, Mr. Simpson and their affiliated entities entered into a voting agreement and agreed to how their respective shares of the Company’s Common Stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board. Pursuant to the voting agreement, Messrs. Marcus and Simpson were appointed as directors of the Company, and Mr. Reickert, a trustee of the Trust, remained as a director of the Company. Mr. Subin was also granted board observer rights.

Entities affiliated with the Trust and Messrs. Marcus and Simpson are also lenders under our subordinated loan and security agreement, have received warrants to purchase shares of the Company’s common stock and received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien. In addition, entities affiliated with Mr. Marcus received an additional CVR representing the contractual right to receive cash payments from the Company in an amount equal to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien. As a result,

~~You~~TABLE ~~will~~OF ~~not be permitted to conduct any transactions relating to the Shares within your Plan account for a period of time following the Expiration Date.~~CONTENTS

~~Because~~there ~~you~~may ~~will not~~ be ~~permitted~~instances ~~to conduct any transactions with respect to Shares~~ in ~~your~~which ~~Plan account during this period, you will be subject to~~ the ~~risk~~interest ~~that~~of ~~due to events in the securities markets~~Mr. Reickert, the ~~value~~Trust ~~of your account could significantly decline during this period~~ and ~~you~~its ~~would~~affiliated ~~not be able to make transfers to avoid or mitigate this result. In addition~~entities, ~~any proceeds you receive for the sale of Shares in the Rescission Offer will not be deposited into your Plan account for up to approximately five business days following the Expiration Date~~Messrs. IfMarcus ~~you~~and ~~still~~Subin ~~have~~and atheir ~~Plan~~respective ~~account,~~affiliated ~~whether or not you are an active employee of Trans World Entertainment Corporation~~entities, ~~these proceeds will be allocated to your Plan account~~ and ~~invested in T~~Mr. Simpson ~~Rowe Price Stable Value Fund. If you do not have a Plan account, a Plan account will be created for you~~ and ~~the~~his ~~funds~~affiliated ~~will~~entities bemay ~~invested~~conflict inor ~~the T. Rowe Price Stable Value Fund. In all cases, you will~~ be ~~subject~~perceived toas ~~the~~being ~~risk that the purchase price of the applicable investment could increase~~ in ~~value~~conflict ~~prior~~with to the ~~reinvestment~~interest of ~~proceeds in your account, resulting in~~ a ~~higher~~holder ~~Share~~of ~~cost~~our ~~for~~securities ~~such~~or ~~investment.~~the ~~See~~interest ~~“Notice~~ of ~~Blackout~~the ~~Period” for additional information~~Company.

~~Holders~~The ~~who~~holders doof ~~not~~our ~~accept~~common ~~the~~stock ~~Rescission~~will ~~Offer~~suffer, and may ~~exercise~~in ~~their~~the ~~legal~~future ~~rights~~suffer, ~~even~~substantial ~~after~~dilution due to the ~~end~~Private ofPlacement, ~~the~~Registered ~~Rescission~~Offering ~~Offer~~and our corporate financing practices.

AnAssuming ~~eligible~~the ~~holder~~issuance ~~who~~of ~~does~~all ~~not~~of ~~accept~~ the ~~Rescission~~common ~~Offer~~stock ~~may~~issuable ~~assert~~upon ~~his~~exercise orof ~~her~~the ~~legal~~pre-funded ~~rights~~warrants ~~under~~and ~~section~~warrants, 12together ofwith the ~~Securities~~issuance ~~Act~~of ~~throughout~~common stock pursuant to the ~~remaining~~Registered ~~statutory~~Offering, ~~period~~the holders of our common stock will suffer substantial dilution. Holders of our common stock could suffer additional, ~~although~~substantial dilution in ~~that~~the ~~case~~future wedue ~~would~~to ~~expect~~our tocorporate ~~assert~~financing practices, ~~among~~which, ~~other~~in ~~defenses~~the past few years, ~~that~~have included a previous registered direct offering, the ~~holder~~issuance isof ~~estopped~~warrants ~~from~~and ~~asserting~~the ~~claims~~issuance ~~at that~~of ~~point~~contingent value rights. These additional issuances of shares of common stock could also cause a significant reduction in the market price of our common stock.

Additionally, lenders under our subordinated loan and security agreement, have received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien. In addition, certain lenders received an additional CVR representing the contractual right to receive cash payments from the Company in an amount equal to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien. If events triggering these payments occur, the amount of consideration received by the Company will be reduced, thereby reducing any amounts distributable or attributable to shareholders or their shares.

The issuance of any securities for acquisition or financing efforts, upon exercise of warrants, pursuant to our equity compensation plans, or otherwise may result in a reduction of the market price of the outstanding shares of our common stock. If we issue any such additional securities, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change in control of our Company.

The Company’s stock price has experienced and could continue to experience volatility and could decline, resulting in a substantial loss on your investment.

Our stock price has experienced, and could continue to experience in the future, substantial volatility as a result of many factors, including global economic conditions, broad market fluctuations and public perception of the prospects for the industries in which we operate and the value of our assets. We are reliant on the performance of Kaspien, and a failure to meet market expectations, particularly with respect to net revenues, operating margins and earnings per share, would likely result in a further decline in the market price of our stock.

If we do not meet the continued listing standards of the NASDAQ, our common stock could be delisted from trading, which could limit investors’ ability to make transactions in our common stock and subject us to additional trading restrictions.

Our common stock is listed on NASDAQ, which imposes continued listing requirements with respect to listed shares. If we fail to maintain compliance with the continued listing requirements in the future and NASDAQ determines to delist our common stock, the delisting could adversely affect the market price and liquidity of our common stock and reduce our ability to raise additional capital.

The limited public float and trading volume for our common stock may have an adverse impact and cause significant fluctuation of market price.

Historically, ownership of a significant portion of our outstanding shares of common stock has been concentrated in a small number of shareholders. Consequently, our common stock has a relatively small float and low average daily trading volume, which could affect a shareholder’s ability to sell our stock or the price at

~~OUR~~TABLE ~~COMPANY~~OF CONTENTS

Wewhich ~~were~~it ~~incorporated~~can inbe ~~New~~sold. ~~York~~In inaddition, ~~1972.~~future Wesales ~~own~~of ~~100%~~substantial amounts of ~~the~~our ~~outstanding~~ common stock ofin ~~Record~~the ~~Town,~~public ~~Inc.,~~market ~~through~~by ~~which~~those ~~our~~larger ~~principal~~shareholders, ~~operations~~or ~~are~~the ~~conducted.~~perception Wethat ~~operate~~these ~~retail~~sales ~~stores~~could ~~and~~occur, ~~three~~may ~~e-commerce~~adversely ~~sites~~impact ~~and~~the wemarket ~~are~~price ~~one~~ of the ~~largest~~stock ~~specialty~~and ~~retailers~~our ofstock ~~entertainment~~could ~~products, including~~be ~~video,~~difficult ~~music,~~for ~~electronics,~~a ~~trend,~~shareholder ~~video~~to ~~games and related products in the United States~~liquidate.

~~Our~~General ~~principal~~Risk executive office is 38 Corporate Circle, Albany, New York 12203, and our telephone number is (518) 452-1242. Our internet address is www.twec.com. The information contained on our website is not part of this prospectus.Factors

The Company’s business is influenced by general economic conditions.

The Company’s performance is subject to general economic conditions and their impact on levels of discretionary consumer spending. General economic conditions impacting discretionary consumer spending include, among others, wages and employment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence and other macroeconomic factors.

Consumer purchases of discretionary items generally decline during recessionary periods and other periods where disposable income is adversely affected. A downturn in the economy affects retailers disproportionately, as consumers may prioritize reductions in discretionary spending, which could have a direct impact on purchases of our products and services and adversely impact our results of operations. In addition, reduced consumer spending may drive us and our competitors to offer additional products at promotional prices, which would have a negative impact on gross profit.

Disruption of global capital and credit markets may have a material adverse effect on the Company’s liquidity and capital resources.

Distress in the financial markets has in the past and can in the future result in extreme volatility in security prices, diminished liquidity and credit availability. There can be no assurance that our liquidity will not be affected by changes in the financial markets and the global economy or that our capital resources will at all times be sufficient to satisfy our liquidity needs.

Because of our floating rate credit facility, we may be adversely affected by interest rate changes.

Our financial position may be affected by fluctuations in interest rates, as our credit facility is subject to floating interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. As we borrow against our credit facility, a significant increase in interest rates could have an adverse effect on our financial position and results of operations.

The Company is dependent upon access to capital, including bank credit facilities and short-term vendor financing, for its liquidity needs.

The Company must have sufficient sources of liquidity to fund its working capital requirements and indebtedness. The future availability of financing will depend on a variety of factors, such as economic and market conditions, permissibility under our existing financing arrangements, the availability of credit and the Company’s credit rating, as well as the Company’s reputation with potential lenders. These factors could materially adversely affect the Company’s ability to fund its working capital requirements, costs of borrowing, and the Company’s financial position and results of operations would be adversely impacted.

We may complete a future significant strategic transaction that may not achieve intended results or could increase the number of our outstanding shares or amount of outstanding debt or result in a change of control.

We will evaluate and may in the future enter into strategic transactions. Any such transaction could happen at any time following the closing of the merger, could be material to our business and could take any number of forms, including, for example, an acquisition, merger or a sale of all or substantially all of our assets.

Evaluating potential transactions and integrating completed ones may divert the attention of our management from ordinary operating matters. The success of these potential transactions will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our existing business. Even if we are successful in integrating the acquired

~~THE~~TABLE ~~RESCISSION~~OF ~~OFFER~~CONTENTS

~~Background~~businesses, ~~and~~we ~~Reasons~~cannot ~~for~~assure you that these integrations will result in the ~~Rescission~~realization ~~Offer~~of the full benefit of any anticipated growth opportunities or cost synergies or that these benefits will be realized within the expected time frames. In addition, acquired businesses may have unanticipated liabilities or contingencies.

~~The~~If ~~Plan~~we iscomplete aan ~~qualified~~acquisition, ~~defined~~investment ~~contribution~~or ~~plan~~other ~~under~~strategic ~~Section~~transaction, ~~401(a)~~we ofmay ~~the~~require ~~Internal~~additional ~~Revenue~~financing ~~Code~~that ofcould ~~1986,~~result asin ~~amended.~~an ~~The~~increase ~~purpose~~in of the ~~Plan~~number isof toour ~~provide~~outstanding ashares ~~voluntary,~~or ~~systematic~~the ~~method~~aggregate ~~for~~principal ~~participants~~amount toof ~~save~~our adebt. ~~specified~~A ~~percentage~~strategic oftransaction ~~the~~may ~~participant’s~~result ~~compensation~~in ~~for~~a ~~retirement~~change ~~and~~in tocontrol ~~defer federal~~of ~~income~~our ~~tax~~company ~~and,~~or ~~where~~otherwise ~~allowed,~~materially ~~state, city~~ and ~~county~~adversely ~~income~~affect ~~tax,~~our ~~on such compensation~~business. ~~T. Rowe Price Trust Company is the directed Trustee of the Plan.~~

~~Amounts~~Historically, inwe ~~participants’~~have ~~accounts~~experienced ~~are~~declines, ~~held~~and inwe amay ~~trust~~continue ~~fund~~to ~~maintained~~experience ~~for~~fluctuation ~~the benefit of participants~~ in ~~the~~our ~~Plan.~~level ~~There~~of ~~are~~sales ~~currently~~and 13results ~~funds~~from ~~available to participants under the Plan~~operations.

~~Prior~~A tovariety ~~November 15, 2013, plan participants could purchase shares~~ of ~~our~~factors ~~common~~has ~~stock~~historically ~~through~~affected, ~~the Plan. To effectuate purchases~~ and ~~sales~~will ofcontinue ~~shares~~to ~~by participants~~affect, ~~the~~our ~~Trustee~~sales ~~from~~results ~~time to time purchased~~ and ~~sold~~profit ~~our common stock in the open market at market prices~~margins. ~~Although~~These ~~the~~factors ~~shares~~include ~~of our~~general ~~common~~economic ~~stock~~conditions; ~~held~~competition; byactions ~~the~~taken ~~Trustee were purchased in the open market~~ by the Trustee, the SEC takes the position that we are required to register the deemed sale of these shares, as well as shares we contribute directly, to Plan participants with the SEC. In late October, 2013 we discovered that we had never filed a Form S-8 to register Shares under the Plan. Our inadvertent failure to register with the SEC the sale of certain shares of our ~~common~~competitors; ~~stock~~consumer ~~under~~trends ~~the Plan may have constituted a violation of Section 5 of the Securities Act (which generally requires registration of offers~~ and ~~sales~~preferences; ~~of securities)~~access ~~and may give rise~~ to ~~liability~~third ~~under~~party ~~Section~~marketplaces; 12and ofnew ~~the~~product ~~Securities~~introductions ~~Act (which generally provides a rescission remedy for offers~~ and ~~sales~~changes ~~of securities~~ in ~~violation~~our ofproduct ~~Section 5)~~mix.

WeThere ~~are~~is ~~making~~no ~~the~~assurance ~~Rescission~~that ~~Offer~~we ~~with~~will ~~respect~~achieve topositive ~~83,389~~levels ~~Shares~~of ~~sold~~sales ~~pursuant~~and toearnings ~~the~~growth, ~~Plan during the Purchase Period. We are making the Rescission Offer to ensure compliance with the Securities Act~~ and ~~to limit~~ any ~~contingent~~decline ~~liability we may have as a result of possible noncompliance with applicable federal registration requirements~~ in ~~connection~~our ~~with~~future ~~the~~growth ~~purchase~~or ofperformance ~~Shares~~could byhave ~~Plan~~a ~~participants.~~material ~~Non-employee~~adverse ~~members~~effect ofon our ~~Board~~business ~~of Directors were not eligible to participate in the Plan~~ and ~~therefore~~results ~~are~~of ~~not eligible to participate in the Rescission Offer~~operations. ~~Our current executive officers and employee directors who purchased Shares pursuant to the Plan during the Purchase Period do not intend to participate in the Rescission Offer.~~

~~The~~Parties ~~Rescission~~with ~~Offer~~whom ~~covers only~~ the ~~83,389~~Company ~~Shares issued between November 1, 2012 and November 15, 2013. The Rescission Offer~~ does ~~not~~business ~~cover~~may ~~Shares~~be ~~issued~~subject ~~prior~~ to ~~November~~insolvency 1,risks ~~2012~~or ~~because~~may weotherwise ~~believe~~become ~~that~~unable ~~the~~or ~~applicable~~unwilling ~~statute of limitations has already expired with respect~~ to ~~shares~~perform ~~issued prior~~their toobligations ~~November 1, 2012 when we discovered that we never registered shares of our common stock for sale~~ to ~~Plan participants in connection with~~ the ~~Plan~~Company. ~~The Rescission Offer does not cover Shares issued after November 15, 2013 because we no longer offered Plan participants the option to purchase Shares pursuant to the Plan after that date.~~

~~This~~The ~~Rescission~~Company ~~Offer~~ is a party to contracts, transactions and business relationships with various third parties, including partners, vendors, suppliers, service providers and lenders, pursuant to which such third parties have performance, payment and other obligations to the ~~only~~Company. ~~rescission~~In ~~offer~~some wecases, ~~will~~the ~~make~~Company ~~relating~~depends upon such third parties to provide essential products, services or other benefits, including with respect to merchandise, advertising, software development and support, logistics, other agreements for goods and services in order to operate the ~~inadvertent~~Company’s ~~issuances~~business in the ordinary course, extensions of credit, credit card accounts and related receivables, and other vital matters. ~~The~~Economic, ~~offer~~industry isand market conditions, including as a ~~partial~~result ~~offer~~of inthe ~~that~~COVID-19 wepandemic, ~~are~~could ~~making~~result itin ~~only~~increased risks to ~~certain~~the ~~purchasers~~Company asassociated ~~described~~with inthe ~~this~~potential ~~prospectus~~financial distress or insolvency of such third parties. WeThe doCompany is not ~~intend~~currently able to ~~make~~accurately adetermine ~~future~~the ~~offer~~extent ~~covering~~and ~~any~~scope ~~other~~of ~~purchasers~~the ~~who~~impact ~~are~~of ~~not covered~~the byCOVID-19 ~~this~~pandemic ~~offering~~on such third parties. WeIf doany ~~not~~of ~~expect~~these ~~the~~third ~~Rescission~~parties ~~Offer~~were to ~~have~~become ~~any~~subject ~~material~~to ~~effect~~bankruptcy, onreceivership usor similar proceedings, ~~whether~~the ~~holders~~rights and benefits of ~~all~~the Company in relation to its contracts, ~~some~~transactions and business relationships with such third parties could be terminated, ormodified ~~none~~in ofa manner adverse to the ~~Shares~~Company, ~~eligible~~or otherwise impaired. The Company cannot make any assurances that it would be able to arrange for alternate or replacement contracts, transactions or business relationships on terms as favorable as the ~~Rescission~~Company’s ~~Offer~~existing ~~accept~~contracts, transactions or business relationships, if at all. Any inability on the ~~Rescission~~part ~~Offer~~of the Company to do so could negatively affect the Company’s cash flows, financial condition and results of operations.

~~Effect~~Failure ofto comply with legal and regulatory requirements could adversely affect the ~~Rescission~~Company’s ~~Offer~~results of operations.

IfThe ~~you~~Company’s ~~reject,~~business ~~fail~~is tosubject ~~timely accept, or fail~~ to ~~accept~~a inwide ~~full,~~array ~~the~~of ~~Rescission~~laws ~~Offer~~and ~~by 5:00 p~~regulations.~~m.,~~ ~~Eastern~~Significant ~~Time,~~legislative onchanges ~~the~~that ~~Expiration~~impact ~~Date,~~our orrelationship ifwith ~~you~~our ~~accept~~workforce ~~the~~(none ~~Rescission~~of ~~Offer~~which ~~but~~is werepresented ~~determine~~by ~~that~~unions) ~~you~~could ~~are~~increase ~~not~~our ~~eligible~~expenses toand ~~accept~~adversely ~~the~~affect ~~Rescission~~our ~~Offer~~operations. ~~under~~Examples ~~the terms set forth in this prospectus, you will retain ownership~~ of ~~the~~possible ~~Shares~~legislative inchanges ~~the~~impacting ~~Plan~~our ~~and~~relationship ~~will~~with ~~not~~our ~~receive~~workforce ~~any~~include ~~payment~~changes ~~for~~to ~~the~~an ~~Shares~~employer’s ~~subject~~obligation to ~~the~~recognize ~~Rescission~~collective ~~Offer.~~bargaining ~~In addition~~units, the ~~Shares~~process ~~that~~by ~~are~~which ~~subject~~collective tobargaining ~~the~~units ~~Rescission~~are ~~Offer,~~negotiated ~~for~~or ~~purposes~~imposed, ofminimum ~~applicable~~wage ~~federal securities law~~requirements, ~~will~~health becare ~~registered~~mandates, ~~securities~~and aschanges ofin ~~the~~overtime ~~date of this prospectus~~regulations.

Our policies, procedures and internal controls are designed to comply with all applicable laws and regulations, including those imposed by the Securities and Exchange Commission and the NASDAQ Capital Market, as well as applicable employment laws. Additional legal and regulatory requirements increase the complexity of the regulatory environment in which we operate and the related cost of compliance. Failure to comply with such laws and regulations may result in damage to our reputation, financial condition and market price of our stock.

Litigation may adversely affect our business, financial condition and results of operations.

Our business is subject to the risk of litigation by employees, consumers, partners, suppliers, competitors, stockholders, government agencies or others through private actions, class actions, administrative proceedings,

~~Your~~TABLE ~~acceptance~~OF of the Rescission Offer may preclude you from later seeking similar relief, if any is available. For federal securities law purposes, rejection or the failure to accept a rescission offer may not terminate an offeree’s right to bring a civil action against the offeror for failure to register securities under the Securities Act before expiration of the applicable statute of limitations. The staff of the SEC takes the position that a rescission offer does not alter a person’s remedies under the Securities Act. However, the few federal courts that have addressed this issue in the past have suggested that, at least in certain circumstances, a person who rejects or fails to accept a rescission offer may be precluded from later seeking similar relief.CONTENTS

~~The~~regulatory ~~above~~actions ~~discussion relates primarily to your potential rescission rights and does not address the antifraud provisions of federal securities laws~~ or ~~rights~~other ~~under state securities laws, common law or equity~~litigation. WeThe dooutcome ~~not believe that acceptance or rejection~~ of ~~the~~litigation, ~~Rescission~~particularly ~~Offer~~class ~~will~~action ~~have~~lawsuits ~~any~~and ~~effect~~regulatory ~~on any~~actions, ~~rights~~is ofdifficult ~~any~~to ~~holder~~assess ~~under applicable antifraud provisions of federal~~ or ~~state securities laws or under common law or equity~~quantify. We ~~believe~~may ~~that~~incur ~~the~~losses ~~sale~~relating ~~and~~to ~~issuance~~these ~~of the Shares that are the subject of the Rescission Offer were exempt from registration under state laws. Furthermore~~claims, ~~we believe that this Rescission Offer is exempt from registration under state laws~~ and ~~thus~~in ~~need not comply with state laws regulating such offers. However~~addition, wethese doproceedings ~~not~~could ~~make~~cause ~~any~~us ~~representation as~~ to ~~the~~incur ~~compliance~~costs ofand ~~this Rescission Offer with any applicable state law. Under most state laws, acceptance or rejection of rescission offers~~ may ~~preclude~~require ~~offerees~~us ~~from~~to ~~initiating~~devote anresources ~~action~~to defend against ~~the~~these ~~rescission~~claims ~~offeror~~that incould ~~connection~~adversely ~~with~~affect ~~the~~our ~~registration~~results of ~~securities that are the subject of the rescission offer~~operations.

~~Generally,~~The ~~the~~effects ~~federal statute~~ of ~~limitations~~natural ~~for~~disasters, enforcement of such statutory rights by a security holder is one year commencing on the date of the sale of the security sold in violation of the federal registration requirements. We believe that the one-year federal statute of limitations on sales of shares of our common stock prior to November 1terrorism, ~~2012~~acts ~~has expired. Our Rescission Offer is not an admission that we did not comply with any federal or state registration or disclosure requirement nor is it a waiver by us~~ of ~~any applicable statute of limitations or any potential defense we may have. Determining when a statute of limitations expires under federal or state law can be a difficult issue~~war, and ~~you~~public ~~should~~health ~~consult~~issues ~~with an attorney if you have any questions regarding how federal or state statutes of limitations~~ may ~~apply~~adversely toaffect ~~any~~our ~~claims you have or regarding any of your legal rights and remedies before deciding whether or not to accept the Rescission Offer~~business.

IfNatural ~~you~~disasters, ~~fail~~including toearthquakes, ~~accept~~hurricanes, floods, and tornadoes may affect store and distribution center operations. In addition, acts of terrorism, acts of war, and military action both in the ~~Rescission~~United ~~Offer~~States ~~with~~and ~~respect~~abroad can have a significant effect on economic conditions and may negatively affect our ability to ~~Shares~~purchase ~~eligible~~merchandise from suppliers for ~~the~~sale ~~Rescission~~to ~~Offer,~~our ~~you~~customers. ~~will~~Public ~~assume~~health ~~the~~issues, ~~risks~~such ofas ~~continued~~flu ~~ownership~~or ofother ~~those~~pandemics, ~~Shares~~whether occurring in the ~~Plan~~United States or abroad, ~~including~~could ~~the~~disrupt ~~risk~~our ~~that~~operations ~~the~~and ~~market~~result ~~price~~in a significant part of ~~the~~our ~~Shares~~workforce onbeing ~~the~~unable ~~date~~to operate or ~~dates~~maintain ~~you~~our ~~eventually~~infrastructure ~~sell~~or ~~Shares~~perform ~~held~~other intasks ~~the~~necessary ~~Plan~~to conduct our business. Additionally, public health issues may be ~~less~~disrupt, ~~than~~or have an adverse effect on, our suppliers’ operations, our operations, our customers, or customer demand. Our ability to mitigate the ~~amount~~adverse ~~you~~effect ~~might~~of ~~receive~~these ~~for~~events ~~those~~depends, ~~Shares~~in bypart, ~~accepting~~upon the ~~Rescission~~effectiveness ~~Offer~~of our disaster preparedness and response planning as well as business continuity planning. ~~Failure~~However, towe ~~accept~~cannot be certain that our plans will be adequate or implemented properly in the ~~Rescission~~event ~~Offer~~of an actual disaster. We may ~~also~~be ~~affect~~required ~~any~~to ~~right~~suspend ~~you~~operations ~~may~~in some or all our locations, which could have toa ~~rescind~~material ~~your~~adverse ~~acquisition~~effect on our business, financial condition, and results of ~~eligible~~operations. ~~Shares~~Any ~~under~~significant ~~either~~declines ~~federal~~in public safety or ~~state~~uncertainties ~~law.~~regarding ~~See~~future ~~“Risk~~economic ~~Factors”~~prospects ~~beginning~~that affect customer spending habits could have a material adverse effect on ~~page~~customer 8purchases of our products.

~~Terms~~A pandemic, epidemic or outbreak of ~~the~~an ~~Rescission~~infectious ~~Offer~~disease, such as COVID-19, may materially and adversely affect our business.

IfOur ~~you~~business, ~~purchased~~results ~~Shares~~of ~~through~~operations, ~~the~~and ~~Plan~~financial ~~during~~condition ~~the~~may ~~Purchase~~be ~~Period~~materially ~~and~~adversely ~~have~~impacted ~~already~~if ~~sold such Shares at~~ a ~~loss,~~public ~~you~~health ~~may accept the Rescission Offer~~outbreak, inincluding ~~which case you will receive an amount equal to~~ the ~~amount~~recent ~~you~~COVID-19 ~~paid~~pandemic, ~~for~~interferes ~~the~~with ~~Shares~~our ~~less~~ability, ~~the~~or ~~proceeds of~~ the ~~sale~~ability of ~~the~~our ~~Shares~~employees, ~~plus~~contractors, ~~interest~~suppliers, atand ~~a rate~~other ofbusiness ~~0.19%~~partners ~~per~~to ~~year.~~perform ~~Interest~~our ~~will~~and betheir ~~paid~~respective onresponsibilities ~~the~~and ~~amount~~obligations ~~originally~~relative ~~paid~~to ~~for~~ the ~~Shares~~conduct ~~from the date you purchased the Shares through the date you sold the Shares. Interest will also be paid on the loss realized from your sale~~ of ~~the~~our ~~Shares from the date of such sale through the date that payment is made by us~~business.

IfThe ~~you~~COVID-19 ~~currently~~pandemic ~~hold~~has ~~Shares~~adversely ~~purchased~~affected ~~through~~and ~~the Plan during the Purchase Period, you~~ may ~~accept~~continue ~~the~~to ~~Rescission~~adversely ~~Offer,~~affect ~~in which case~~ the ~~Trustee~~economies ~~will transfer the Shares to Trans World Entertainment Corporation~~ and ~~credit~~financial ~~your~~markets ~~Plan~~worldwide, ~~account~~resulting ~~with~~in ~~the~~an ~~amount~~economic ~~you~~downturn ~~paid~~that ~~for~~could ~~the~~impact ~~Shares~~our business, ~~plus~~financial ~~interest at~~condition aand ~~rate~~results of 0operations.~~19%~~ ~~per~~As ~~year~~a ~~for~~result, ~~the~~our ~~period~~ability ~~from~~to ~~the~~fund ~~date~~through ~~you~~public ~~purchased~~or ~~the~~private ~~Shares~~equity toofferings, ~~the~~debt ~~date~~financings, ~~payment~~and isthrough ~~made~~other bymeans ~~us.~~at ~~However~~acceptable terms, weif ~~will~~at ~~not~~all, ~~repurchase~~may ~~any~~be ~~Share~~disrupted, ifin the ~~price~~event ~~you~~our ~~paid~~financing needs for the ~~Share~~foreseeable ~~plus~~future ~~interest~~are ~~(to~~not ~~the~~able ~~Expiration~~to ~~Date)~~be ismet ~~less~~by ~~than~~our ~~the~~Credit ~~closing~~Facility, ~~price~~balances of ~~the common stock as of the Expiration Date~~cash, ascash itequivalents ~~would~~and ~~not~~cash begenerated ~~economically~~from ~~beneficial to you~~operations.

In addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third parties with whom we conduct business, due to illness or quarantines, among others. Our business was negatively impacted by disruptions in our supply chain, which limited our ability to source merchandise, and limits on products fulfillment placed by Amazon. For example, we may be unable to launch new products, replenish inventory for existing products, ship into or receive inventory in our third-party warehouses in each case on a timely basis or at all. During fiscal 2021, we experienced production and shipment delays for certain of our products that resulted in stock outs on the Amazon marketplace resulting in a decrease of net revenue. During 2021, the global shipping disruption led to substantial increases in supply chain costs and reduced the reliability and timely delivery of our shipping containers. The extent to which COVID-19 could impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, and will depend on many factors, including the duration of the outbreak, the effect of travel restrictions and social distancing efforts in the United States and other countries, the scope and length of business closures or business disruptions, and the actions taken by governments to contain and treat the disease. As such, we cannot presently predict the scope and extent of any potential business shutdowns or disruptions. Possible effects may include, but are not limited to, disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations, shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various long-lived assets.

~~Shares~~TABLE ~~will~~OF be deemed sold in the order in which you purchased them. In order to determine which Shares acquired during the Purchase Period are eligible for repurchase and which, if any, Shares so acquired were sold at a loss, all Shares acquired on your behalf pursuant to the Plan will be matched against all sales of Shares during or after the Purchase Period by matching the first Share acquired with the first Share sold. This principle, commonly called “first-in, first-out,” or “FIFO,” will be used in determining which Shares you sold at a loss and which Shares you now hold are eligible for repurchase and should be used by you to help determine whether or not you wish to accept the Rescission Offer. An example of the application of the FIFO principle is included with the Rescission Offer Acceptance Form that accompanies this Prospectus.CONTENTS

~~The~~USE ~~Rescission~~OF Offer will expire at 5:00 p.m., Eastern Time, on , 2014. If we receive a legible and properly completed Rescission Offer Acceptance Form from you on or before the deadline specified in the preceding sentence, and we determine that you are eligible to accept the Rescission Offer, we expect any proceeds to which you are entitled will be credited to your Plan account, or a Plan account established for you, within approximately 5 business days following the Expiration Date.PROCEEDS

IfWe ~~you~~are ~~still have a Plan account, whether or~~ not ~~you~~selling ~~are~~any ansecurities ~~active~~under ~~employee~~this ofprospectus ~~Trans~~and ~~World Entertainment Corporation,~~ we will ~~credit~~not ~~all~~receive any proceeds ~~resulting~~ from ~~acceptance of~~ the ~~Rescission~~sale ~~Offer~~of tosecurities ~~your~~by ~~Plan~~the ~~account~~Selling Shareholders, ~~and~~although ~~the~~we ~~proceeds~~could ~~will~~receive beup ~~invested~~to in$7,692,729 upon the T.exercise ~~Rowe~~of ~~Price~~all ~~Stable~~of ~~Value~~the ~~Fund~~warrants. ~~If you~~Any noamounts ~~longer~~we ~~have~~receive afrom ~~Plan~~such ~~account~~exercises, aalong ~~Plan~~with ~~account~~approximately ~~will~~$7 million bein ~~established~~net ~~for you and all~~ proceeds ~~payable~~received toin ~~you~~the ~~under~~Private ~~this~~Placement ~~Rescission~~and ~~Offer~~Registered Offering, will be ~~invested~~used infor T.working ~~Rowe~~capital ~~Price~~to ~~Stable~~implement ~~Value~~our ~~Fund.~~strategic ~~The~~plans ~~Plan’s~~focused ~~distribution~~on ~~rules~~brand ~~vary~~acquisition, ~~based~~investments onin ~~your~~technology ~~personal~~to ~~circumstances~~enhance ~~such~~our asscalable ~~your~~platform ~~account~~and ~~balance,~~our ~~age,~~core ~~and employment~~retail ~~status~~business. AsThe aholders ~~result,~~of ~~you~~the ~~should~~warrants ~~review~~are ~~the~~not ~~Plan’s~~currently ~~Summary~~obligated ~~Plan~~to ~~Description~~exercise ~~and~~ the ~~“Questions~~warrants and ~~Answers~~we ~~About~~cannot ~~the~~assure ~~Rescission~~you ~~Offer”~~that ~~included~~the inholders ~~this~~of ~~Prospectus~~the ~~for~~warrants ~~more~~will ~~information~~choose onto ~~your~~exercise ~~distribution~~all ~~options.~~or ~~Payment~~any of ~~proceeds~~the ~~directly to you may result in adverse tax consequences (see “Material U~~warrants.S. ~~Federal Income Tax Considerations”).~~

How to Accept or Reject the Rescission Offer

YOU ARE NOT LEGALLY REQUIRED TO ACCEPT THE RESCISSION OFFER.

How to accept the Rescission Offer

Acceptance of the Rescission Offer is optional. Generally, acceptance of the Rescission Offer is economically beneficial only if you have sold Shares purchased during the Purchase Period at a loss, or if you currently hold Shares purchased during the Purchase Period and the value of a Share on the Expiration Date is less than the price you paid for the Share, plus interest (to the Expiration Date).

You may accept your Rescission Offer by mail, overnight delivery service or fax. In order to accept the Rescission Offer, you must complete the Rescission Offer Acceptance Form and return it by mail, overnight delivery service or fax so that it is received by us on or before 5:00 p.m., Eastern Time, on , 2014. The Rescission Offer Acceptance Form must be legible. You may mail your Rescission Offer Acceptance Form to:

Trans World Entertainment Corporation Rescission Offer38 Corporate CircleAlbany, New York 12203

You may fax your Rescission Offer Acceptance Form to (518) 862-9747.

WE MUST RECEIVE YOUR LEGIBLE AND PROPERLY COMPLETED RESCISSION OFFER ACCEPTANCE FORM ON OR BEFORE 5:00 P.M., EASTERN TIME, ON THE

~~EXPIRATION~~TABLE ~~DATE, ,~~OF 2014. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ACCEPTANCE FORM HAS BEEN PROPERLY COMPLETED AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER.CONTENTS

~~Proceeds~~SELLING ~~will be disbursed to your Plan account within approximately 5 business days following the Expiration Date.~~SHAREHOLDERS

~~How~~The common stock being offered by the Selling Shareholders are those previously issued to ~~reject~~the Selling Shareholders, and those issuable to the ~~Rescission~~Selling ~~Offer~~Shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” and “Registered Direct Offering of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the Selling Shareholders have not had any material relationship with us within the past three years.

~~You~~The dotable ~~not~~below ~~need~~lists tothe ~~take~~Selling ~~any~~Shareholders ~~action~~and toother ~~reject~~information regarding the ~~Rescission~~beneficial ~~Offer.~~ownership Ifof ~~you~~the ~~change~~shares ~~your~~of ~~decision~~common ~~and~~stock ~~want~~by toeach ~~reject~~of the ~~Rescission~~Selling ~~Offer~~Shareholders. ~~after~~The ~~having~~second ~~submitted~~column lists the ~~Rescission~~number ~~Offer~~of ~~Acceptance~~shares ~~Form,~~of ~~you~~common ~~may~~stock ~~reject~~beneficially ~~the~~owned ~~Rescission Offer~~ by ~~sending~~each aselling ~~notice~~shareholder, ~~that~~based ~~includes~~on ~~your~~its ~~name,~~ownership ~~your~~of ~~identification number~~the ~~located~~shares onof ~~your~~common ~~Rescission~~stock ~~Offer~~and ~~Acceptance Form~~warrants, ~~and~~as aof ~~clear~~July 20, ~~indication~~2022, ~~that~~assuming ~~you~~exercise ~~are~~of ~~rejecting~~ the ~~Rescission~~warrants ~~Offer~~held toby the ~~attention~~Selling ofShareholders ~~Trans~~on ~~World~~that ~~Entertainment Corporation Rescission Offer~~date, atwithout ~~the~~regard ~~address or~~ to ~~the~~any ~~fax~~limitations ~~number~~on ~~above~~exercises.

IfThe ~~you~~third ~~have~~column ~~previously~~lists ~~accepted~~ the ~~Rescission~~shares ~~Offer and you change your mind, we must receive a legible notice~~ of ~~rejection~~common onstock orbeing ~~before~~offered ~~5:00~~by ~~p.m.,~~this ~~Eastern~~prospectus ~~Time,~~by ~~on , 2014. Otherwise, you will be deemed to have accepted~~ the ~~Rescission~~Selling ~~Offer pursuant to your original Rescission Offer Acceptance Form~~Shareholders.

IFIn ~~YOU~~accordance ~~FAIL~~with TOthe ~~NOTIFY~~terms USof INa ~~WRITING~~registration OFrights ~~YOUR~~agreement ~~ACCEPTANCE~~with OFthe ~~THE~~Selling ~~RESCISSION~~Shareholders, ~~OFFER~~this ONprospectus ORgenerally ~~PRIOR~~covers TOthe ~~5:00~~resale ~~P.M.,~~of ~~EASTERN~~the ~~TIME,~~sum ONof ~~THE~~(i) the ~~EXPIRATION~~number ~~DATE, ,~~of ~~2014,~~shares ORof ~~ATTEMPT~~common TOstock ~~ONLY~~issued ~~ACCEPT~~to ~~THE~~the ~~RESCISSION~~Selling ~~OFFER~~Shareholders INin ~~PART~~the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, ~~YOU WILL~~determined BEas ~~DEEMED~~if TOthe ~~HAVE~~outstanding ~~REJECTED~~warrants ~~THE~~were ~~RESCISSION~~exercised ~~OFFER.~~in ~~ACCEPTANCE~~full ORas ~~REJECTION~~of OFthe ~~THE~~trading ~~RESCISSION~~day ~~OFFER~~immediately ~~MAY~~preceding ~~NOT~~the ~~TERMINATE~~date ~~YOUR~~this ~~RIGHT~~registration TOstatement ~~BRING~~was Ainitially ~~CIVIL~~filed ~~ACTION~~with ~~AGAINST~~the USSEC, ~~FOR~~each ~~FAILURE~~as TOof ~~REGISTER~~the ~~THE~~trading ~~SHARES~~day ~~INCLUDED IN~~immediately ~~THE~~preceding ~~SHARES~~the ~~UNDER~~applicable ~~FEDERAL~~date ~~SECURITIES~~of ~~LAWS.~~determination ~~HOWEVER~~and all subject to adjustment as provided in the registration right agreement, ~~FEDERAL~~without ~~LAW~~regard ~~DOES~~to ~~PROVIDE~~any ~~THAT~~limitations ~~YOU~~on ~~MAY~~the ~~LOSE~~exercise ~~ANY~~of ~~RESCISSION~~the ~~RIGHTS~~warrants. ~~UNDER~~The ~~FEDERAL~~fourth ~~SECURITIES~~column ~~LAWS~~assumes ~~ONE~~the ~~YEAR~~sale ~~FROM~~of ~~THE~~all ~~DATE~~of OFthe ~~PURCHASE~~shares OFoffered ~~SUCH~~by ~~SHARES~~the Selling Shareholders pursuant to this prospectus.

IfUnder ~~you~~the ~~have~~terms ~~questions~~of ~~regarding~~the ~~how~~warrants toand ~~reject~~other warrants held by Selling Shareholders, a Selling Shareholder may not exercise the ~~Rescission~~warrants ~~Offer~~to the extent such exercise would cause such Selling Shareholder, ~~you~~together ~~can~~with ~~also~~its ~~call~~affiliates ~~Edwin~~and ~~Sapienza~~attribution atparties, ~~(518)~~to ~~454-1242~~beneficially ~~Monday~~own ~~through~~a ~~Friday~~number ~~between~~of ~~the~~shares ~~hours~~of common stock which would exceed 4.99% of ~~9:00~~our athen outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised.m. The number of shares in the second and ~~5:00~~fourth pcolumns do not reflect this limitation.m. The Selling Shareholders may sell all, ~~Eastern~~some ~~Time~~or none of their shares in this offering. See “Plan of Distribution.”

Funding the Rescission Offer

Name of Selling Shareholder	Number of shares of Common Stock Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After Offering
Empery Tax Efficient III, LP⁽¹⁾	1,157,077	1,157,077	0
Empery Tax Efficient, LP⁽²⁾	738,542	738,542	0
Empery Asset Master, LTD⁽³⁾	2,379,723	2,379,723	0

We(1) ~~have~~Consists ~~sufficient~~of ~~funds~~pre-funded ~~available~~warrants to ~~pay~~purchase ~~for~~492,072 ~~the~~shares of common stock and common warrants to purchase 665,005 shares of ~~any~~common ~~Shares~~stock ~~that~~issued in our recent private placement (each respective warrant is subject to a 4.99% blocker). Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be ~~tendered~~deemed to usbe the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as ainvestment ~~result~~managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the ~~Rescission~~shares ~~Offer~~held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address for Empery Tax Efficient III, LP is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020.

~~Questions~~(2) ~~about~~Consists of pre-funded warrants to purchase 314,081 shares of common stock and common warrants to purchase 424,461 shares of common stock issued in our recent private placement (each respective warrant is subject to a 4.99% blocker). Empery Asset Management LP, the ~~Rescission~~authorized ~~Offer~~agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address for Empery Tax Efficient, LP is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020.

If(3) ~~you~~Consists ~~have~~of ~~questions~~pre-funded ~~about~~warrants ~~the~~to ~~Rescission~~purchase ~~Offer~~1,012,029 ~~you~~shares ~~may~~of ~~call~~common ~~Edwin~~stock ~~Sapienza~~and atcommon ~~(518)~~warrants ~~454-1242~~to purchase 1,367,694 ~~Monday~~shares ~~through~~of ~~Friday,~~common ~~between~~stock ~~9:00~~issued in our recent private placement (each respective warrant is subject to a 4.m99% blocker). ~~and~~Empery ~~5:00~~Asset ~~p.m.~~Management LP, ~~Eastern~~the ~~Time.~~authorized Ifagent ~~you~~of ~~have~~Empery ~~any~~Asset ~~questions~~Master, ~~about~~LTD ~~accessing~~(“EAM”), ~~your~~has ~~Plan~~discretionary ~~transaction~~authority ~~history,~~to ~~you~~vote ~~can~~and ~~find~~dispose ~~more~~of ~~information~~the byshares ~~accessing~~held ~~your account~~by atEAM ~~www.troweprice.com.~~and Ifmay ~~you~~be ~~need~~deemed ~~further~~to ~~assistance~~be orthe ifbeneficial ~~you~~owner doof ~~not~~these ~~have~~shares. ~~access~~Martin toHoe ~~your~~and ~~online~~Ryan ~~account~~Lane, ~~you~~in ~~should~~their ~~call~~capacity ~~Edwin~~as ~~Sapienza~~investment atmanagers ~~(518)~~of ~~454-1242~~Empery Asset Management LP, may also be deemed to ~~request~~have ainvestment ~~detailed~~discretion ~~listing~~and ofvoting ~~your~~power ~~transactions~~over the shares held by ~~mail~~EAM. orEAM, ~~fax~~Mr. ~~Please~~Hoe ~~allow~~and 13Mr. ~~days~~Lane toeach ~~receive~~disclaim ~~your~~any ~~Plan~~beneficial ~~transaction~~ownership ~~history~~of these shares. The address for Empery Asset Master, LTD is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020.

~~MATERIAL~~TABLE ~~U.S.~~OF ~~FEDERAL INCOME TAX CONSEQUENCES~~CONTENTS

~~The~~MARKET ~~following~~PRICE ~~discussion~~AND ~~summarizes~~DIVIDENDS ~~the~~ON ~~material~~COMMON ~~U.S.~~EQUITY ~~federal~~AND ~~income~~RELATED ~~tax~~STOCKHOLDER considerations relating to the Rescission Offer. This discussion is based on current law. The following discussion is not exhaustive of all possible tax consequences. It does not give a detailed discussion of any state, local or foreign tax consequences, nor does it discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances and only applies if you are an individual citizen or resident of the United States.MATTERS

~~You~~Currently, ~~are~~our ~~urged~~shares toof ~~consult~~common ~~with~~stock ~~your~~are ~~own~~listed ~~tax~~on ~~advisor regarding~~ the ~~specific~~Nasdaq ~~consequences~~Capital toMarket ~~you~~under of the ~~Rescission~~symbol ~~Offer, including the U~~“KSPN”.~~S. federal, state, local, foreign and other tax consequences and the potential changes in applicable tax laws.~~

~~Your~~As ~~acceptance or rejection~~ of the ~~Rescission~~date ~~Offer, or the sale~~ of ~~the~~this ~~Shares representing our common stock to us pursuant to the Rescission Offer or the receipt of the specified payment if you had previously sold your Shares at a loss~~prospectus, isthere ~~not~~were ~~considered~~284 toholders ~~be a taxable event before withdrawal or distribution~~ of ~~funds~~record ~~from your Plan account. If you currently have a Plan account, whether or not you are an active employee~~ of ~~Trans~~our ~~World~~shares Entertainment Corporation, your proceeds from the Rescission Offer will be credited to your Plan account and will be invested in the T. Rowe Price Stable Value Fund. Upon any later withdrawal or distribution, any proceeds from the Rescission Offer will generally be taxable as ordinary income. An additional ten percent income tax may be imposed in cases of ~~early~~common ~~withdrawal from the Plan, including proceeds of the Rescission Offer~~stock.

IfWe ~~you~~ have ~~directed~~not ~~and~~paid ~~caused~~any acash ~~full~~dividends ~~distribution~~on ~~from~~our ~~the~~common ~~Plan~~stock and nodo ~~longer~~not ~~have~~plan anto ~~individual~~pay ~~account in the Plan, a new Plan account will be established for you and~~ any ~~amounts~~cash ~~paid~~dividends inon ~~respect~~our ofcommon ~~the~~stock ~~Rescission Offer will be credited to your account and invested~~ in the Tforeseeable future. ~~Rowe~~Our ~~Price~~board ~~Stable Value~~of ~~Fund.~~directors ~~The~~will ~~Plan’s~~determine ~~distribution~~our ~~roles~~future ~~vary~~dividend ~~based~~policy on ~~your~~the ~~personal~~basis ~~circumstances~~of ~~such~~many ~~as your account balance~~factors, ~~age,~~including ~~and~~results ~~employment~~of ~~status. As a result~~operations, ~~you~~capital should review the Plan’s Summary Plan Description and the “Questions and Answers About the Rescission Offer” in this Prospectus for more information on your distribution options. A direct rollover into an individual retirement account or other qualified retirement plan is not considered to be a taxable event. If the proceeds from the Rescission Offer are not rolled overrequirements, ~~however,~~ and ~~you~~general ~~receive~~business ~~a distribution from the Plan~~conditions, ~~such~~subject ~~distribution will generally be taxable as ordinary income~~ to ~~you~~any asrestrictions ~~described~~under ~~above.~~our Ancredit ~~additional ten percent income tax may be imposed depending on your age~~facility.

To ensure compliance with U.S. Treasury Department Circular 230, we inform you that the preceding discussion (and any other discussion of U.S. federal tax issues herein) is not intended to be relied upon, and cannot be relied upon) by a participant in the Rescission Offer for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code. Each prospective participant in the Rescission Offer should seek advice based on his or her own particular circumstances from an independent tax advisor.

~~USE~~TABLE OF ~~PROCEEDS~~CONTENTS

WeFORWARD-LOOKING ~~will receive no proceeds from the Rescission Offer.~~STATEMENTS

Certain statements in this Registration Statement on Form S-1 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Company’s future prospects, developments and business strategies. The statements contained in this document that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this prospectus and the documents and information incorporated by reference to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control, that could cause actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from the Company’s forward-looking statements.

•	continued operating losses;

•	impact of the novel coronavirus identified as “COVID-19” on our business and operating results;

•	the ability of the Company to satisfy its liabilities and to continue as a going concern;

•	maintaining Kaspien’s relationship with Amazon;

•	continued revenue declines;

•	decline in the Company’s stock price;

•	the limited public float and trading volume for our Common Stock;

•	new product introductions;

•	advancements in technology;

•	dependence on key employees, the ability to hire new employees and pay competitive wages; advancements in technology;

•	the Company’s level of debt and related restrictions and limitations;

•	future cash flows;

•	vendor terms;

•	interest rate fluctuations;

•	access to third party digital marketplaces;

•	adverse publicity;

•	product liability claims;

•	changes in laws and regulations;

•	breach of data security;

•	increase in Amazon Marketplace fulfillment and storage fees;

•	limitation on our acquisition and growth strategy as a result of our inability to raise necessary funding;

•	the other matters set forth under Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other sections of the Company’s Annual Report on Form 10-K.

The reader should keep in mind that any forward-looking statement made by us in this prospectus and the documents and information incorporated by reference, or elsewhere, pertains only as of the date on which we

~~NOTICE~~TABLE OF ~~BLACKOUT PERIOD~~CONTENTS

~~This~~make ~~notice~~it. isNew ~~intended~~risks toand ~~comply~~uncertainties ~~with~~come ~~the~~up ~~requirements~~from ~~of Department of Labor Final Regulation Relating~~ time-to-time ~~Notice of Blackout Periods to Participants~~ and ~~Beneficiaries,~~it 29is ~~C.F.R.~~impossible ~~Section~~for ~~2520.101-3,~~us to ~~the~~predict ~~extent~~these ~~such~~events ~~requirements~~or ~~apply~~how tothey ~~the~~may ~~Rescission~~affect ~~Offer~~us. ~~Accordingly,~~Considering ~~this~~these ~~notice~~risks ~~is intended to inform affected participants (~~and ~~beneficiaries)~~uncertainties, ofyou ~~the~~should ~~Plan~~keep ofin amind ~~“blackout~~that ~~period”~~any ~~during~~forward-looking ~~which~~statements ~~their~~made ~~right~~in tothis ~~direct~~prospectus or ~~diversify~~elsewhere ~~their~~might ~~Plan~~not ~~investments may be temporarily suspended~~occur.

IfForward-looking ~~you~~statements are ~~being~~made ~~offered~~based ~~the~~on ~~opportunity~~management’s tobeliefs, ~~participate~~estimates ~~in this Rescission Offer~~ and ~~you~~opinions ~~hold~~on ~~Shares~~the indate the ~~Plan~~statements ~~account~~are onmade ~~the~~and ~~Expiration~~we ~~Date,~~undertake ~~all~~no ~~transactions~~obligation ~~related~~ to ~~Shares~~update inforward-looking ~~your~~statements ~~Plan~~if ~~account~~these ~~will~~beliefs, beestimates ~~temporarily~~and ~~suspended~~opinions onor ~~the~~other ~~Expiration~~circumstances ~~Date.~~should ~~The~~change, ~~temporary~~except ~~suspension~~as ismay ~~called~~be ~~a “blackout~~required ~~period”~~by ~~and~~applicable ~~applies~~law. ~~whether~~Although orwe ~~not~~believe ~~you~~that ~~accept~~ the ~~Rescission~~expectations ~~Offer.~~reflected ~~The~~in ~~blackout~~the ~~period~~forward-looking ~~will~~statements ~~begin~~are ~~at :00 p.m.~~reasonable, ~~Eastern~~we ~~Time,~~cannot onguarantee ~~the~~future ~~Expiration Date~~results, ~~and~~levels isof ~~currently expected to end at a.m.~~activity, ~~Eastern~~performance ~~Time~~or ~~on , 2014~~achievements. ~~You will be notified in the event that the blackout period is extended past , 2014.~~

The blackout period is required to ensure smooth processing of the Rescission Offer. The Trustee will not permit any transactions related to Shares in your Plan account during the blackout period. This means:

• you will be unable to direct or diversify your investments in your Plan account invested in Shares during the blackout period; and • all requests for distributions (including hardship distributions) that involve Shares will be delayed until after the blackout period ends (any requests made during the blackout period do not need to be remade once the blackout period ends).

You will need to initiate any requests prior to p.m., Eastern Time, on the Expiration Date for those requests to take effect. It is important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify investments in your Plan account during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, such as the Shares, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Our common stock may have a wide price swing during the blackout period resulting in a large loss, and you will not be able to direct the sale of Shares from your Plan account during the blackout period.

If you have any questions concerning this notice or the blackout period, including whether the blackout period has ended, you should contact Edwin Sapienza at (518) 454-1242. Whether or not you are planning retirement in the near future, we encourage you to consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

For additional information and limitations on Plan investments and how to direct investment of your Plan account, see the Plan’s Summary Plan Description. To obtain a copy of the Plan’s Summary Plan Description, you may contact Edwin Sapienza at (518) 454-1242.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Additionally, we make these filings available, free of charge, at www.twcc.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on the website listed above, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

WeTABLE ~~have~~OF filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the securities offered in connection with this prospectus. This prospectus does not contain all of the information set forth in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities we may offer, you should refer to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement from the SEC’s principal office in Washington, D.C. Upon payment of the fees prescribed by the SEC, or you may examine the registration statement without charge at the SEC’s public reference room described above.CONTENTS

PLAN OF DISTRIBUTION

Each Selling Shareholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	settlement of short sales;

•	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•	a combination of any such methods of sale; or

•	any other method permitted pursuant to applicable law.

The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

~~INCORPORATION~~TABLE OF ~~CERTAIN DOCUMENTS BY REFERENCE~~CONTENTS

~~The~~We ~~SEC~~agreed ~~allows~~to uskeep tothis ~~“incorporate~~prospectus byeffective ~~reference”~~until the ~~information~~earlier weof ~~file~~(i) the ~~with~~date ~~them,~~on which ~~means~~the ~~that~~securities wemay ~~can~~be ~~disclose~~resold ~~important~~by ~~information~~the toSelling ~~you~~Shareholders bywithout ~~referring~~registration ~~you~~and without regard to ~~those~~any ~~documents.~~volume ~~The~~or ~~information~~manner-of-sale ~~incorporated~~limitations by ~~reference~~reason isof ~~considered~~Rule 144, without the requirement for the Company to be ~~part~~in ofcompliance ~~this~~with ~~prospectus,~~the ~~and~~current public information ~~that~~under weRule ~~file later~~144 ~~with~~under the ~~SEC~~Securities ~~will~~Act ~~automatically~~or ~~update~~any ~~and~~other ~~supersede~~rule ~~this~~of ~~information.~~similar Weeffect ~~incorporate~~or by(ii) all ~~reference~~of the ~~documents~~securities ~~listed~~have ~~below~~been ~~and~~sold ~~any~~pursuant ~~future~~to ~~filings~~this weprospectus ~~will~~or ~~make~~Rule ~~with~~144 under the ~~SEC~~Securities ~~prior~~Act toor ~~the~~any ~~termination~~other rule of ~~the~~similar ~~offering~~effect. ~~under~~The ~~Sections~~resale ~~13(a),~~securities ~~13(c),~~will 14be sold only through registered or ~~15(d)~~licensed ofbrokers ~~the~~or ~~Securities~~dealers ~~Exchange~~if ~~Act~~required ofunder ~~1934 (solely~~applicable tostate securities laws. In addition, in certain states, the ~~extent~~resale ~~that~~securities ~~such~~covered ~~information~~hereby ~~set~~may ~~forth~~not inbe ~~any~~sold ~~such~~unless ~~document~~they ishave ~~filed~~been ~~with,~~registered asor ~~opposed~~qualified tofor ~~furnished~~sale ~~to,~~in the ~~SEC~~applicable ~~under~~state or an exemption from the ~~Exchange~~registration ~~Act):~~or qualification requirement is available and is complied with.

•Under ~~Our~~applicable ~~Annual~~rules ~~Report~~and onregulations ~~Form~~under ~~10-K for~~ the ~~fiscal~~Exchange ~~year~~Act, ~~ended~~any ~~February~~person 2,engaged ~~2013,~~in ~~filed~~the ondistribution ~~April~~of ~~18,~~the ~~2013;~~resale •securities ~~Our~~may ~~Quarterly~~not ~~Reports~~simultaneously onengage ~~Form~~in ~~10-Q~~market ~~for~~making ~~the~~activities ~~quarters~~with ~~ended~~respect ~~May~~to 4,the ~~2013,~~common ~~August~~stock 3,for ~~2013~~the ~~and~~applicable ~~November~~restricted 2period, ~~2013,~~as ~~filed~~defined onin ~~June~~Regulation 13M, ~~2013,~~prior ~~September~~to ~~12,~~the ~~2013~~commencement ~~and~~of ~~December~~the ~~12,~~distribution. ~~2013~~In addition, ~~respectively;~~the •Selling ~~Our~~Shareholders ~~Proxy~~will ~~Statement~~be ~~for~~subject ~~the~~to ~~Annual~~applicable ~~Meeting~~provisions of ~~Stockholders~~the ~~held~~Exchange ~~July~~Act 2,and ~~2013,~~the ~~filed~~rules onand ~~May~~regulations 31thereunder, ~~2013;~~including •Regulation ~~Our~~M, ~~Current~~which ~~Reports~~may onlimit ~~Form~~the ~~8-K~~timing ~~filed~~of onpurchases ~~February~~and 5,sales ~~2013,~~of ~~February~~the ~~15,~~common ~~2013,~~stock ~~July~~by 1,the ~~2013,~~Selling ~~August~~Shareholders ~~14,~~or ~~2013,~~any ~~August~~other ~~23, 2013 (Item 1~~person.01 ~~only),~~We ~~October~~will ~~29,~~make ~~2013,~~copies ~~November~~of ~~27,~~this ~~2013,~~prospectus ~~December~~available ~~17,~~to ~~2013~~the ~~and~~Selling ~~December~~Shareholders ~~30, 2013;~~ and •have ~~The~~informed ~~description~~them of ~~our~~the ~~common~~need ~~stock,~~to ~~par~~deliver ~~value~~a ~~$0.01~~copy ~~per~~of ~~share,~~this ~~contained~~prospectus into ~~the~~each ~~Registration~~purchaser ~~Statement~~at onor ~~Form~~prior ~~8-A~~to ~~filed~~the ontime ~~July~~of ~~21,~~the ~~1986,~~sale (including ~~any~~by ~~amendment~~compliance orwith ~~report~~Rule ~~filed~~172 tounder ~~update~~the ~~such~~Securities ~~description~~Act).

The reports and other documents that we file after the date of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus and will update, supplement and supersede the information in this prospectus. We will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. We will provide this information upon written or oral request at no cost to the requester. You may request a copy of any of this information by writing us at the following address: Trans World Entertainment Corporation, 38 Corporate Circle, Albany, NY 12203, Attention: John Anderson; or by calling John Anderson at telephone number (518) 452-1242.19

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DESCRIPTION OF SECURITIES TO BE REGISTERED

As of the date of this prospectus, we had one class of securities registered under Section 12 of the Exchange Act, our common stock.

The following is a description of the material terms of our common stock as set forth in our Certificate of Incorporation (as amended, the “Certificate of Incorporation”), and our Bylaws (as amended, the “Bylaws”). This description is only a summary. You should read it together with the Certificate of Incorporation, and Bylaws, which are included as exhibits to this Registration Statement on Form S-1 and incorporated by reference herein.

Common Stock

We are authorized to issue 200,000,000 shares of common stock, $0.01 par value per share.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors to our Board of Directors. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.

Pre-Funded Warrants and Warrants

The common stock described above will only be issuable upon exercise of all pre-funded warrants and warrants.

The pre-funded warrants will not expire until they are fully exercised and are exercisable at any time until they are fully exercised. The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. The holder of the pre-funded warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the pre-funded warrant in shares of common stock determined according to the formula set forth in the pre-funded warrant. The exercise price of our shares of common stock purchasable upon the exercise of the pre-funded warrants is $0.001 per share. The exercise price of the pre-funded warrants and the number of shares of common stock issuable upon exercise of the pre-funded warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of common stock, as well as upon any distribution of assets, including cash, stock or other property, to our stockholders.

The warrants expire upon July 14, 2027. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares of common stock will be issued in connection with the exercise of a warrant. The holder of the warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the warrant in shares of common stock determined according to the formula set forth in the warrant. The exercise price of our shares of common stock purchasable upon the exercise of the warrants is $3.13 per share. The exercise price of the warrants and the number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of common stock, as well as upon any distribution of assets, including cash, stock or other property, to our stockholders.

Upon the consummation of a fundamental transaction (as described in the pre-funded warrants and warrants, and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the

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sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50% of the voting power of our outstanding shares of common stock), the holders of the pre-funded warrants and warrants will be entitled to receive, upon exercise of the pre-funded warrants and warrants, the kind and amount of securities, cash or other property that such holders would have received had they exercised the pre-funded warrants or warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the pre-funded warrants and warrants. Notwithstanding the foregoing, in the event of a fundamental transaction where the consideration consists solely of cash, solely of marketable securities or a combination of cash and marketable securities, then each pre-funded warrant and warrant shall automatically be deemed to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction.

Under the terms of the pre-funded warrants and warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%.

Except by virtue of such holder’s ownership of shares of common stock, the holder of a pre-funded warrant or warrant does not have the rights or privileges of a holder of our shares of common stock, including any voting rights, until such holder exercises the pre-funded warrant or warrant.

Transfer Agent

The transfer agent for our shares of common stock is Computershare, 480 Washington Blvd, 26th Floor, Jersey City, NJ 07310.

LEGAL MATTERS

~~Certain~~The ~~legal matters relating to the~~ validity of the securities tooffered bethrough ~~offered~~this ~~hereby~~prospectus ~~will~~has bebeen passed ~~upon~~on ~~for us~~ by Cahill Gordon & Reindel LLP~~, New York, New York~~.

EXPERTS

The consolidated financial statements of ~~Trans~~Kaspien ~~World~~Holdings ~~Entertainment~~Inc., ~~Corporation and subsidiaries~~ as of ~~February 2, 2013~~ and ~~January 28, 2012, and~~ for ~~each of~~ the ~~fiscal~~ years inended ~~the~~January 29, ~~three-year~~2022 ~~period~~and ~~ended February 2~~January 30, ~~2013,~~2021 have been incorporated by reference herein, ~~and~~ in ~~the Registration Statement in~~ reliance upon the report of ~~KPMG~~Fruci ~~LLP,~~& ~~independent~~Associates ~~registered public accounting firm~~II, PLLC incorporated by reference herein, and upon the authority of ~~said~~such firm as experts in accounting and auditing.

19WHERE YOU CAN FIND MORE INFORMATION

~~PART~~We ~~IIINFORMATION~~are ~~NOT~~subject ~~REQUIRED~~to INthe ~~PROSPECTUS~~reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, proxy statements and other information are available at the SEC’s website at http://www.sec.gov.

~~Item~~We 13also maintain a website at www.kaspien.com, ~~Other~~through ~~Expenses~~which you can access our SEC filings. The information set forth on our website is not part of ~~Issuance~~this ~~and~~registration ~~Distribution~~statement.

The following is an itemized statement of the expenses expected to be incurred in connection with the Rescission Offer. With the exception of the SEC registration fee, the amounts set forth below are estimates.21

SEC registration fee	$	56.50
Accounting fees and expenses		*
Printing and mailing fees		*
Legal fees and expenses		*
Miscellaneous		*
Total	$	*

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*INCORPORATION ToBY ~~be provided by amendment~~REFERENCE

~~Item~~The 14SEC allows us to “incorporate by reference” the information we file with the SEC. ~~Indemnification~~This permits us to disclose important information to you by referring to these filed documents. Any information referred to in this way is considered part of ~~Directors~~this registration statement. The information incorporated by reference is an important part of this registration statement, and ~~Officers~~information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents that have been filed with the SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and all exhibits related to such items):

~~Under~~• our ~~Restated~~Annual ~~Certificate~~Report ofon ~~Incorporation~~Form ~~and~~10-K ~~Amended~~for ~~Bylaws, our officers and directors are entitled to indemnification from Trans World to~~ the ~~fullest~~fiscal ~~extent~~year ~~permitted~~ended byJanuary ~~the Business Corporation Law of the State of New York~~29, ~~or BCL. In addition~~2022, ~~Trans~~filed World may, to the fullest extent permitted by the BCL or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify its other employees and agents. Pursuant to Section 722 of the BCL, Trans World generally has the power to indemnify its present and former directors and officers against expenses and liabilities incurred by them in connection with ~~any suit to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in~~ the ~~best~~SEC ~~interests~~on ofApril ~~Trans World~~29, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise. Trans World also has the power to purchase and maintain insurance for its directors and officers.2022;

~~The~~• ~~preceding discussion of~~ our ~~Restated~~Quarterly ~~Certificate~~Report ofon ~~Incorporation~~Form ~~and~~10-Q ~~Section~~for ~~722 of~~ the ~~BCL~~period isended ~~not~~April ~~intended~~30, to2022, befiled ~~exhaustive~~with ~~and is qualified by~~ the ~~Restated~~SEC ~~Certificate~~on ofJune ~~Incorporation~~14, ~~and Section 722 of the BCL.~~2022;

We• ~~have~~our ~~entered~~Current ~~into~~Reports ~~indemnification~~on ~~agreements~~Form ~~with each of our non~~8-~~employee~~K ~~directors.~~filed ~~Those~~with ~~agreements~~the doSEC ~~not~~on ~~increase~~March ~~the~~8, ~~extent~~2022, orMarch ~~scope~~11, of2022, ~~the~~April ~~indemnification~~1, ~~provided~~2022, ~~but~~April ~~were~~5, ~~entered~~2022, ~~into~~July to1, ~~establish~~2022 ~~processes~~ and ~~procedures~~July ~~for~~14, ~~indemnification claims.~~2022;

•	our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 31, 2022;

•	our Definitive Information Statement on Schedule 14C filed with the SEC on May 10, 2022; and

•	the description of our common stock contained in the Registration Statement on Form 8-A/A filed with the SEC on November 27, 2007 (File No. 000-14818), including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference into this registration statement all documents filed by us with the SEC pursuant to Sections 12(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus. Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).

Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information about us contained in this registration statement should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216, and our telephone number is (855)-300-2710.

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Kaspien Holdings Inc.

4,275,342 shares of Common Stock Issuable upon

Exercise of the Pre-Funded Warrants and Warrants

Prospectus

July , 2022

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by the Company, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the registration fee.

SEC registration fee			$1,269.15
Legal fees and expenses			$*
Accounting fees and expenses			$*
Printing and miscellaneous expenses			$*
Total			$*

Item 14.

Indemnification of Directors and Officers

Section 722 of the New York Business Corporation Law (the “BCL”) provides that a corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, if the director or officer “acted, in good faith, for a purpose which be reasonably believed to be in . . . the best interests of the corporation” and, in the case of criminal actions, “had no reasonable cause to believe that his conduct was unlawful.” Statutory indemnification may not be provided in derivative actions in respect of a threatened action, or a pending action which is settled or otherwise disposed of, or any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement and expenses as the court deems proper.

As contemplated by BCL Section 721, the Company's By-Laws provide a broader basis for indemnification in accordance with and as permitted by BCL Article 7.

Section 6.6 of the By-Laws of the Company provides as follows:

SECTION 6.6 INDEMNIFICATION.

Except to the extent expressly prohibited by the New York Business Corporation Law, the Corporation shall indemnify each person made or threatened to be made a party to any action or proceedings, whether civil or criminal, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the Corporation, or serve or served at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorney's fees, incurred in connection with such action or proceedings, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action as adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other nonadjudicated disposition of and threatened or pending action or proceedings unless the Corporation has given its prior consent to such settlement or other disposition.

The Corporation shall advance or promptly reimburse upon request any person entitled to indemnification hereunder for all expenses, including attorney's fees, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled, provided, however, that such person shall cooperate in good faith with any request by the Corporation that common counsel be utilized by the parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.

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Nothing herein shall limit or affect any right of any person otherwise than hereunder to indemnification or expenses, including attorneys' fees, under any statute, rule, regulation, certificate of incorporation, by-law insurance policy, contract or otherwise.

Anything in these by-laws to the contrary notwithstanding, no elimination of this by-law, and no amendment of this by-law adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to such person of such action, and no elimination of or amendment to this by-law shall deprive any person of his or her rights hereunder arising out of alleged or actual occurrences, acts or failures to act prior to such 60th day.

The Corporation shall not, except by elimination or amendment of this by-law in a manner consistent with the preceding paragraph, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance with the provisions of this by-law. The indemnification of any person provided by this by-law shall continue after such person has ceased to be a director, officer or employee of the Corporation and shall inure to the benefit of such person's heirs, executors, administrators and legal representatives.

The Corporation is authorized to enter into agreements with any of its directors, officers or employees extending rights to indemnification and advancement of expenses to such person to the fullest extent permitted by applicable law, but the failure to enter into any such agreement shall not affect or limit the rights of such person pursuant to this by-law, it being expressly recognized hereby that all directors, officers and employees of the Corporation, by serving as such after the adoption hereof, are acting in reliance hereon and that the Corporation is estopped to contend otherwise.

In case any provision in this by-law shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to its directors, officers and employees, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law.

For purposes of this by-law, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan, and excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered indemnifiable expenses. For purposes of this by-law, the term “Corporation” shall include any legal successor to the Corporation, including any corporation which acquires all or substantially all of the assets of the Corporation in one or more transactions.”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15.

Recent Sales of Unregistered Securities.

~~Set~~On ~~forth~~July 12, ~~below~~2022, isthe Company entered into a ~~listing~~Securities Purchase Agreement (the “PIPE Purchase Agreement”) with the Selling Shareholders for a private placement offering (“Private Placement”) of ~~all~~the ~~sales~~Company’s common stock or pre-funded warrants (with each pre-funded warrant exercisable for one share of ~~securities~~common bystock) ~~Trans~~in ~~World~~lieu ~~during~~thereof, ~~the~~and ~~past~~warrants ~~three~~exercisable ~~years~~for ~~not~~one ~~registered~~share ~~under~~of common stock. Pursuant to the ~~Securities~~PIPE ~~Act~~Purchase Agreement, the Company agreed to issue and sell 1,818,182 shares of ~~1933~~its common stock or pre-funded warrants in lieu thereof together with warrants to purchase up to 2,457,160 asshares ~~amended:~~of common stock. Each share of common stock and accompanying warrant was sold together at a combined offering price of $3.30 per share.

During the third quarter of fiscal 2013, the Company determined that participants in the Trans World Entertainment Corporation 401(k) Savings Plan (the “401(k) Plan”) had invested in Company Common Stock (the “Common Stock”) under the 401(k) Plan that were not registered under the Securities Act of 1933. Purchases of Common Stock were made on the open market by the 401(k) Plan. Investments in the Common Stock during the third quarter of fiscal 2013 represented 2,568 shares of the Company’s Common Stock with an aggregate purchase price equal to $12,070. Under applicable federal securities laws, certain participants may have a right to rescind their investment and require the Company to repurchase its Common Stock for an amount equal to the price paid for the Common Stock (or if the Common Stock has been sold, to receive damages for any loss that was incurred on the sale), plus interest. Additionally, the Company may be subject to civil and other penalties by regulatory authorities. Generally, the federal statute of limitations applicable to securities rescission rights is one year from the date of acquisition of the security. Investments by II-3

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The pre-funded warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the ~~401(k)~~pre-funded ~~Plan~~warrants are exercised in full. Under the ~~Common~~terms ~~Stock~~of ~~during~~the pre-funded warrants, the ~~preceding~~Company ~~twelve~~may ~~months~~not ~~represented~~effect 59the exercise of any such warrant,~~992~~ and a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the ~~Company~~holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s ~~Common~~affiliates, ~~Stock~~and any other persons whose beneficial ownership of common stock would or could be aggregated with anthe ~~aggregate~~holder’s ~~purchase~~for ~~price~~purposes ~~equal~~of toSection ~~$238~~13(d) or Section 16 of the Securities Exchange Act of 1934,~~488~~ as amended) would exceed 4.99% ~~Based~~of onthe number of shares of common stock outstanding immediately after giving effect to the ~~November~~exercise, 2as such percentage ownership is determined in accordance with the terms of such warrant, ~~2013~~which ~~closing~~percentage ~~price~~may ~~for~~be increased or decreased at the ~~Company~~holder’s ~~Common~~election ~~Stock,~~upon ~~the~~61 ~~maximum~~days’ ~~potential~~notice ~~payment~~to ~~for claims~~the ~~based~~Company onsubject ~~these~~to ~~rights~~the isterms ~~under~~of ~~$30~~such warrants,~~000~~ provided that such percentage may in no event exceed 9.99%.

The ~~failure~~warrants tohave ~~register~~an ~~the~~exercise ~~shares~~price of ~~Common~~$3.13 ~~Stock~~per ~~under~~share ~~the 401~~(k)subject ~~Plan~~to ~~was~~adjustment ~~inadvertent~~as ~~and~~set ~~the~~forth ~~Company~~in ~~intends~~the towarrant), ~~make~~are aexercisable ~~registered~~upon ~~rescission~~issuance ~~offer~~and towill ~~eligible~~expire ~~plan~~five ~~participants~~years infrom the ~~fourth~~date ~~quarter~~ of ~~fiscal 2013~~issuance. ~~Based~~The onwarrants ~~the~~contain ~~current~~standard ~~market~~adjustments ~~price~~to of the ~~Company’s~~exercise ~~Common~~price ~~Stock,~~including ~~the Company does not believe the potential liability~~ for ~~rescission~~stock ~~claims~~splits, isstock ~~material~~dividend, torights ~~the~~offerings ~~Company’s~~and ~~financial~~pro ~~condition~~rata ~~or results of operations~~distributions.

The ~~Common~~Private ~~Stock~~Placement ~~investment~~closed ~~option~~on ~~was~~July 14, ~~closed~~2022. toThe ~~participants~~Company ~~effective~~intends ~~November~~to ~~15,~~use ~~2013.~~the Nonet ~~further~~proceeds ~~Common~~from ~~Stock~~the ~~purchases~~private byplacement ~~the~~for ~~401(k)~~working ~~Plan~~capital ~~will~~and beother ~~permitted~~general corporate purposes.

~~Item~~In 16connection with the PIPE Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Selling Shareholders. ~~Exhibits~~Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and ~~Financial~~exchange Commission (the “SEC”) to register for resale of the Shares, the shares issuable upon exercise of the pre-funded warrants and the warrants within twenty (20) days after the Closing Date (the “Filing Date”). Pursuant to the Registration Rights Agreement, the Registration Statement ~~Schedules~~shall be declared effective within 30 days after the Filing Date or 60 days following the Filing Date if the Registration Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages to the investor if the Company fails to file the resale registration statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, of if the Company fails to maintain the effectiveness of the Registration Statement.

Additionally, all of the Company’s executive officers, directors and holders of more than 10% of the Company’s common stock entered into a Lock-Up Agreement (ithe “Lock-Up Agreement”) ~~Exhibits~~pursuant to which they agreed not to sell or transfer any securities of the Company held by them for a period of 90 days from the effective date of the Registration Statement, subject to limited exceptions.

~~The~~Aegis ~~exhibit~~Capital ~~index~~Corp. ~~attached~~acted ~~hereto~~as isthe ~~incorporated~~placement ~~herein~~agent in connection with the Private Placement. Pursuant to the engagement agreement, Aegis was paid a commission equal to 7% of the gross proceeds received by ~~reference~~the Company in the Private Placement. The Company paid Aegis $75,000 for fees and expenses including attorney fees.

~~Item 17. Undertakings.~~II-4

~~The~~TABLE ~~undersigned~~OF ~~registrant hereby undertakes:~~CONTENTS

~~(a)~~Item ~~(1)~~16. ToExhibits ~~file,~~and ~~during~~Financial ~~any~~Statement ~~period in which offers or sales are being made, a post-effective amendment to this registration statement:~~Schedules

The exhibits listed on the Index to Exhibits of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.

(a)

Exhibits

Exhibit Number			Exhibit Description
3.1			Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 29, 1994. Commission File No. 0-14818).

3.2			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1994. Commission File No. 0-14818).

3.3			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 31, 1998. Commission File No. 0-14818).

3.4			Certificate of Amendment to Certificate of Incorporation dated September 3, 2020 (incorporated by reference to Current Report on Form 8-K filed September 3, 2020).

3.5			Form of Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4, No. 333-75231).

3.6			Form of Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-4, No. 333-75231).

3.7			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 15, 2000. Commission File No. 0-14818).

3.8			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 2 to the Company’s Current Report on Form 8-A filed August 15, 2000. Commission File No. 0-14818).

3.9			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed July 16, 2019. Commission File No. 0-14818).

3.10			Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed March 8, 2022. Commission File No. 0-14818).

3.11			Amended By-Laws (incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000. Commission File No. 0-14818).

3.12			Amendment No. 1 to By-Laws (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed March 31, 2020. Commission File No. 0-14818).

3.13			Amendment No. 2 to By-laws, dated September 3, 2020 (incorporated by reference to Current Report on Form 8-K filed September 3, 2020).

3.14			Amendment No. 3 to By-laws, dated March 8, 2022 (incorporated by reference to Current Report on Form 8-K filed March 8, 2022).

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Exhibit Number			Exhibit Description
5.1*			Opinion of Cahill Gordon & Reindel LLP

10.1			Engagement Agreement dated July 11, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.2			Securities Purchase Agreement (PIPE), dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.3			Form of Investor Warrant (PIPE) (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.4			Form of Pre-Funded Warrant (PIPE) (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.5			Registration Rights Agreement, dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.6			Securities Purchase Agreement (Registered Offering), dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.7			Form of Pre-Funded Warrant (Registered Offering) (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

10.8			Form of Lockup Agreement (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818)

21			List of Subsidiaries (incorporated herein by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022. Commission File No. 0-14818)

23.1*			Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)

23.2*			Consent of Fruci & Associates II, PLLC

107*			Calculation of Registration Fees

*	Filed herewith.

Item 17.

Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.II-6

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prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b5) That, for ~~purposes~~the purpose of determining liability ~~under the Securities Act~~ of ~~1933, each filing of~~ the registrant’s ~~annual~~under ~~report pursuant to Section 13(a) or Section 15(d) of~~ the Securities ~~Exchange~~ Act of ~~1934~~1933 ~~(and, where applicable, each filing of an employee benefit plan’s annual report pursuant~~ to ~~Section~~ ~~15(d)~~any ofpurchaser ~~the Securities Exchange Act of 1934) that is incorporated by reference~~ in the ~~registration~~initial ~~statement~~distribution ~~shall~~of ~~be deemed to be a new registration statement relating to~~ the securities :

~~II-2~~The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~offered~~(i) Any ~~therein,~~preliminary ~~and~~prospectus ~~the~~or ~~offering~~prospectus of ~~such~~the ~~securities~~undersigned ~~shall~~registrant berelating ~~deemed~~to the offering required to be ~~the~~filed ~~initial~~pursuant ~~bona~~to ~~fide~~Rule ~~offering thereof.~~424;

(cii) Any ~~That~~free ~~insofar~~writing asprospectus ~~indemnification~~relating ~~for liabilities arising under the Securities Act of 1933 may be permitted~~ to ~~directors, officers and controlling persons of~~ the ~~registrant~~offering ~~pursuant~~prepared toby ~~the foregoing provisions,~~ or ~~otherwise,~~on ~~the~~behalf ~~registrant has been advised that in the opinion~~ of the ~~Commission~~undersigned such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant ~~of expenses incurred~~ or ~~paid~~used ~~by a director, officer~~ or ~~controlling~~referred person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to ~~a court of appropriate jurisdiction the question whether such indemnification~~ by ~~it is against public policy as expressed in~~ the ~~Act~~undersigned ~~and will be governed by the final adjudication of such issue.~~registrant;

~~II-3~~(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this ~~amendment to~~ registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~Albany~~the City of Spokane, in the State of ~~New York~~Washington, on the ~~31st~~28th day of ~~March~~July, ~~2014~~2022.

~~TRANS~~ ~~WORLD~~ ~~ENTERTAINMENT~~KASPIEN ~~CORPORATION~~HOLDINGS INC. By: /s/ ~~John~~Brock ~~Anderson~~Kowalchuk Brock Kowalchuk Interim Chief ~~Financial~~Executive Officer

~~Pursuant~~KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brock Kowalchuk and Edwin Sapienza and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the ~~requirements~~same, ofwith all exhibits thereto, and other documents in connection therewith, with the Securities ~~Act~~and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of ~~1933~~them, ~~this~~full ~~amendment~~power and authority to ~~registration~~do ~~statement~~and ~~has~~perform ~~been~~each ~~signed~~and byevery ~~the~~act ~~following~~and ~~persons~~thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in ~~the~~person, ~~capacities~~hereby ratifying and onconfirming ~~the~~all ~~dates~~that ~~indicated~~said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Title	Date
/S/ ROBERT J. HIGGINS (Robert J. Higgins)	Chairman and Chief Executive Officer(Principal Executive Officer)	March 31, 2014
/S/ JOHN ANDERSON (John Anderson)	Chief Financial Officer (Principal Financial and Chief Accounting Officer)	March 31, 2014
/S/ MARTIN HANAKA (Martin Hanaka)	Director	March 31, 2014
/S/ ROBERT MARKS (Robert Marks)	Director	March 31, 2014
/S/ DR. JOSEPH G. MORONE (Dr. Joseph G. Morone)	Director	March 31, 2014
/S/ MICHAEL NAHL (Michael Nahl)	Director	March 31, 2014
/S/ MICHAEL B. SOLOW (Michael B. Solow)	Director	March 31, 2014

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.

II-4

Signature	Title	Date
/s/ Brock Kowalchuk Brock Kowalchuk	Interim Chief Executive Officer (Principal Executive Officer)	July 28, 2022
/s/ Edwin Sapienza Edwin Sapienza	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2022
/s/ Jonathan Marcus Jonathan Marcus	Director	July 28, 2022
/s/ Michael Reichert Michael Reichert	Director	July 28, 2022
/s/ Tom Simpson Tom Simpson	Director	July 28, 2022

~~INDEX TO EXHIBITS~~II-8

Exhibit Number		Description of Exhibit
3.1		Restated Certificate of Incorporation—incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 29, 1994. Commission File No. 0-14818.
3.2		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1994. Commission File No. 0-14818.
3.3		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 31, 1998. Commission File No. 0-14818.
3.4		Amended By-Laws—incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000. Commission File No. 0-14818.
3.5		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4, No. 333-75231.
3.6		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-4, No. 333-75231.
3.7		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 15, 2000. Commission File No. 0-14818.
3.8		Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 2 to the Company’s Current Report on Form 8-A filed August 15, 2000. Commission File No. 0-14818.
4.1		Credit Agreement dated January 5, 2006, between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed January 10, 2006. Commission File No. 0-14818.
4.2		First Amendment to Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 29, 2006. Commission File No. 0- 14818.
4.3		Second Amendment to Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 23, 2006. Commission File No. 0-14818.
4.4		Amended and Restated Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 15, 2010. Commission File No. 0- 14818.
4.5		First Amendment to Credit Agreement between Trans World Entertainment Corporation and Wells Fargo, National Association dated May 4, 2012—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 7, 2012. Commission File No. 0-14818.
4.6		Consent dated November 27, 2012, pursuant to Amended and Restated Credit Agreement, dated as of April 15, 2010 by and between Trans World Entertainment Corporation and Wells Fargo Bank, National Association—incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 27, 2012. Commission File No. 0-14818.
*5.1		Opinion of Cahill Gordon & Reindel LLP regarding legality of common stock being registered.
10.1		Lease, dated April 1, 1985, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant and Amendment thereto dated April 28, 1986—incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, No. 33-6449.

II-5

Exhibit Number		Description of Exhibit
10.2		Second Addendum, dated as of November 30, 1989, to Lease, dated April 1, 1985, among Robert J. Higgins, and Trans World Music Corporation, and Record Town, Inc., exercising five year renewal option—incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended February 3, 1990. Commission File No. 0-14818.
10.3		Lease, dated November 1, 1989, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant—incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended February 2, 1991. Commission File No. 0-14818.
10.5		Lease dated September 1, 1998, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant, for additional office space at 38 Corporate Circle—incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1998. Commission File No. 0-14818.
10.6		Trans World Music Corporation 1990 Stock Option Plan for Non-Employee Directors, as amended and restated—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 19, 2000. Commission File No. 0-14818.
10.7		Trans World Entertainment Corporation 1994 Stock Option Plan—incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1994. Commission File No. 0-14818.
10.8		Trans World Entertainment Corporation 1998 Stock Option Plan—incorporated herein by reference to Annex B to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 7, 1998. Commission File No. 0-14818.
10.9		Trans World Entertainment Corporation 1999 Stock Option Plan—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 7, 1998. Commission File No. 0-14818.
10.10		Form of Indemnification Agreement dated May 1, 1995 between the Company and its officers and directors incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 1995. Commission File No. 0-14818.
10.11		Trans World Entertainment Corporation 2002 Stock Option Plan—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 23, 2002. Commission File No. 0-14818.
10.12		Trans World Entertainment Corporation Supplemental Executive Retirement Plan, as amended—incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 16, 2012. Commission File No. 0-14818.
10.13		Employment Agreement, dated as of December 26, 2008, between the Company and Robert J. Higgins. Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 29, 2008. Commission File No. 0-14818.
10.14		Trans World Entertainment Corporation 2005 Long Term Incentive and Share Award Plan incorporated herein by reference to Appendix A to Trans World Entertainment Corporation’s Definitive Proxy Statement on Form 14A filed as of May 11, 2005. Commission File No. 0-14818.
10.15		Trans World Entertainment Corporation Executive Officers Bonus Plan—incorporated herein by reference to Appendix A to Trans World Entertainment Corporation’s Definitive Proxy Statement on Form 14A filed as of May 20, 2009. Commission File No. 0-14818.
*21		Significant Subsidiaries of the Registrant.
**23.1		Consent of KPMG LLP.
**99.1		Form of cover letter to Rescission Offer recipients.
**99.2		Form of Rescission Offer Acceptance Form.

* To be filed by amendment. ** Filed herewith.

II-6

			Page
PROSPECTUS SUMMARY			1
THE OFFERING			4
RISK FACTORS			5
USE OF PROCEEDS			13
SELLING SHAREHOLDERS			14
MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			15
FORWARD-LOOKING STATEMENTS			16
PLAN OF DISTRIBUTION			18
DESCRIPTION OF SECURITIES TO BE REGISTERED			20
LEGAL MATTERS			21
EXPERTS			21
WHERE YOU CAN FIND MORE INFORMATION			21

Filing Compare · Kaspien Holdings Inc.