UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~January~~December 2917, ~~2008~~2009

TRIAN ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Delaware ~~(State or other jurisdiction of incorporation)~~ 001-33920 ~~(Commission File No.)~~ 26-~~1252334 (IRS Employer Identification No.)~~1252336

(State or other jurisdiction (Commission File No.) (IRS Employer

of incorporation) Identification No.)

280 Park Avenue, 41st Floor

New York, New York 10017

(Address of principal executive offices)

(212) 451-3000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~3.01. ~~material~~Notice ~~pursuant~~of Delisting or Failure to ~~Rule~~Satisfy ~~14a-12~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer ~~240~~of Listing.~~14a-12)~~

oThe ~~Pre-commencement~~information ~~communications~~set ~~pursuant~~forth tobelow ~~Rule 14d-2(b)~~ under Item ~~the~~8.01 ~~Exchange~~is ~~Act~~incorporated ~~(17~~herein ~~CFR~~by ~~240~~reference.~~14d-2(b))~~

~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Item 8.~~13e-4(c))~~01. Other Events.

~~Item~~On December 18, 2009, Trian Acquisition I Corp. (the “Company”) issued a press release announcing that the Board of Directors of the Company had approved a plan of distribution (the “Plan of Distribution”), which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01 ~~Other~~. The ~~Events~~Company has evaluated numerous potential business combination opportunities since its initial public offering in January 2008. Ultimately, the Company was not able to consummate a transaction that met its disciplined investment criteria. Because the Company will not consummate a business combination or obtain an extension of its corporate existence within the time frame required by its amended and restated certificate of incorporation and the terms of its initial public offering, the Company is required to liquidate and dissolve. The Company expects that liquidating distributions will commence as soon as reasonably practicable following the termination of the Company’s existence on January 23, 2010, as provided in its amended and restated certificate of incorporation.

OnThe ~~January~~Company ~~29,~~is ~~2008,~~a ~~Trian~~special ~~Acquisition~~purpose Iacquisition ~~Corp.~~company ~~(the~~formed ~~“Company”)~~in ~~consummated its~~October ~~initial~~2007 ~~public~~for ~~offering (~~the purpose ~~“IPO”)~~ of ~~92,000,000~~effecting ~~units~~a ~~(the “Units”) (including 12~~merger,~~000,000~~ ~~Units~~capital ~~sold~~stock ~~pursuant~~exchange, toasset ~~the underwriters’ over-allotment option)~~acquisition, ~~each Unit consisting of one share of common~~ stock purchase, ~~par value~~reorganization ~~$0.0001~~or ~~per~~similar ~~share~~business ~~(the~~combination ~~“Common~~with ~~Stock”), and~~ one ~~warrant~~or ~~(the~~more ~~“Warrant”)~~domestic toor ~~purchase~~international ~~one~~operating ~~share~~businesses ofor ~~Common Stock at $7~~assets.~~00 per share.~~ ~~The~~A registration ~~Units~~statement ~~were~~for ~~sold~~the atCompany’s ainitial ~~price~~public ofoffering ~~$10.00~~was ~~per Unit, generating~~declared ~~gross~~effective ~~proceeds to the Company of $920,000,000. Also~~ on January 2923, 2008, and the Company completed ~~the~~its ~~sale~~initial ~~of 10,000,000 Warrants (the “Sponsor~~public ~~Warrants”)~~offering aton aJanuary ~~purchase price of $1.00 per Sponsor Warrant to Trian Acquisition I~~29, ~~LLC, generating gross proceeds to the Company of $10,000,000~~2008.

~~Approximately~~The Company will liquidate the amounts ~~$905~~held in its trust account,~~608,000~~ ofwhich ~~the~~consist of proceeds from the ~~sale~~Company’s ofinitial public ~~the~~offering ~~Units~~and private placement of warrants, ~~including~~together ~~approximately~~with the deferred ~~$29,808,000~~portion of the underwriters’ ~~deferred~~ discount, and ~~the~~commission ~~sale~~and ofinterest ~~the~~(net ~~Sponsor~~of ~~Warrants~~applicable ~~were~~taxes ~~placed~~and inamounts awithdrawn from the trust account ~~maintained~~to bycover ~~Wilmington Trust Company,~~working ~~acting~~capital ~~as trustee~~expenses). Payable ~~These~~upon ~~funds~~presentation, liquidating distributions will ~~not~~ be ~~released~~made ~~until~~to ~~the~~holders ~~earlier~~of toshares ~~occur~~ of the Company’s ~~consummation~~common ofstock issued in its initial ~~business~~public ~~combination~~offering. Stockholders orwhose ~~the~~stock is held in “street name” through a broker will automatically receive payment through the Depository Trust Company’s. As ~~dissolution~~of ~~and~~December ~~liquidation~~17, ~~except~~2009, ~~that~~the balance in the ~~underwriters’~~trust ~~deferred discount~~account ~~will~~(net beof ~~payable~~expected topayments ~~the~~of ~~underwriters~~expenses) ~~only~~was approximately ~~upon~~$909 ~~the~~million, ~~consummation~~or approximately $9.88 per share of common stock issued in the Company’s ~~business~~initial ~~combination,~~public ~~and~~offering. The ~~will~~Company bemay incur ~~reduced~~additional ~~pro~~expenses ~~ratably~~prior to the ~~extent public~~distribution ~~stockholders~~date ~~exercise~~that ~~conversion~~may ~~rights. Up~~reduce tothe ~~$9,500,000 of~~per ~~the~~share ~~income~~value ~~earned~~of on the trust account. In addition, management believes that there may be ~~released~~additional tofunds received from the ~~Company~~refund toof ~~fund~~Federal and state ~~expenses~~taxes, ~~related~~and such additional funds, if any, net of associated costs, will be distributed to ~~investigating~~stockholders ~~and~~entitled ~~selecting~~to areceive ~~target~~proceeds ~~business~~of ~~and~~the ~~other~~trust account ~~working~~when ~~capital~~such ~~requirements,~~funds ~~and~~are ~~any~~determined ~~amounts~~not ~~necessary~~to be subject to ~~pay~~future audit. No payments will be made with respect to any ~~tax~~of the Company’s outstanding warrants ~~obligations~~or onshares ~~the~~of ~~income~~common ~~earned~~stock onthat ~~the~~were ~~trust~~acquired ~~account~~prior ~~may~~to ~~also~~the beCompany’s initial ~~released~~public offering.

AnThe Company will notify the Delaware ~~audited~~Secretary ~~balance~~of ~~sheet~~State asof the termination of the Company’s corporate existence on January 2923, ~~2008~~2010 ~~and~~pursuant ~~accompanying~~to ~~notes~~the ~~reflecting~~ terms of the Company’s ~~receipt~~amended and restated certificate of incorporation. In addition, the ~~proceeds~~Company ~~from~~will file with the ~~sale~~Securities and Exchange Commission a Certification and Notice of Termination of Registration on Form 15 for the ~~Units~~purpose of deregistering its securities under the Securities Exchange Act of 1934, as amended, and the ~~Sponsor~~Company will delist its ~~Warrants~~shares, ~~has~~warrants ~~been~~and ~~issued~~units byfrom the NYSE Amex. As a result, the Company ~~and~~will isno ~~included~~longer asbe ~~Exhibit~~a 99public reporting company.1 The toCompany ~~this~~expects that its warrants will cease trading on the NYSE Amex after the close of ~~Current~~business ~~Report~~on December 17, 2009 and that its shares and units will cease trading on ~~Form~~the ~~8-K~~NYSE Amex after the close of business on January 22, 2010.

~~On February~~The 4,full ~~2008,~~text of the ~~Company issued a~~ press release ~~announcing that, commencing~~is onattached ~~February~~as 5,Exhibit ~~2008, separate trading of the Common Stock and Warrants included in the Units may begin~~99. A1 ~~copy~~to ofthis ~~the~~Current ~~press~~Report ~~release~~on isForm ~~attached hereto~~8-K ~~as Exhibit 99.2~~ and is incorporated by reference ~~herein~~ in ~~its entirety~~this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	Audited Balance Sheet, as of January 29, 2008, and accompanying notes.
2.1		Form of Plan of Distribution of Trian Acquisition I Corp.
99.2	Press Release of Trian Acquisition I Corp., dated February 4, 2008.
99.1		Press Release dated December 18, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto ~~duly~~ duly authorized.

Dated: December 18, 2009

TRIAN ACQUISITION I CORP.

By: /s/ ~~David~~EDWARD IP. ~~Mossé~~GARDEN Name: Edward P. Garden Title: President and Chief Executive Officer

~~Name: David~~Exhibit ~~I. Mossé~~Index

Title: General Counsel, Secretary and

Number	Exhibit
2.1	Form of Plan of Distribution of Trian Acquisition I Corp.
99.1	Press Release dated December 18, 2009.

Chief Compliance Officer

Dated: February 4, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Audited Balance Sheet, as of January 29, 2008, and accompanying notes.
99.2	Press Release of Trian Acquisition I Corp., dated February 4, 2008.

Filing Compare · TRIAN ACQUISITION I CORP.