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United States securities and exchange commission logo
June 7, 2023
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re: GEN Restaurant
Group, Inc.
Registration
Statement on Form S-1
Filed May 26, 2023
File No. 333-272253
Dear Tom Croal:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed May 26, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Recent Events Concerning Our Financial Position, page 72
1. Please expand your
disclosure to provide material terms of the EIDL loans and line of
credit with Pacific
City Bank including the maturity dates, interest rates, monthly payment
formulas, and other
material financial covenants. Additionally, please revise your risk
factor section to
disclose any associated risks including, but not limited to the risk that all
or parts of the loan
may not be repaid.
Tom Croal
FirstName LastNameTom Croal
GEN Restaurant Group, Inc.
Comapany
June 7, 2023NameGEN Restaurant Group, Inc.
June 7,
Page 2 2023 Page 2
FirstName LastName
Results of Operations..., page 77
2. Please revise your disclosure of results of operations to include a
discussion of the
changes for the fiscal year end, December 31, 2022. Refer to the
guidance in Instructions
to paragraph (b) of Item 303 of Regulation S-K.
Non-GAAP Financial Measures
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin,
page 81
3. Please ensure your presentation of Restaurant-level Adjusted EBITDA
and Restaurant-
level Adjusted EBITDA Margin on pages 1, 4, 5, 81, 84 and 93, does not
have greater
prominence than the presentation of Operating Income and Operating
Income Margin.
Please revise your disclosure accordingly. Refer to Question 102.10 of
the staff's
Compliance & Disclosure Interpretations on "Non-GAAP Financial
Measures."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tatanisha Meadows at 202-551-3322 or Angela Lumley at
202-551-
3398 if you have questions regarding comments on the financial statements and
related matters.
Please contact Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Peter Wardle, Esq.