United States securities and exchange commission logo





                             June 22, 2023

       Tom Croal
       Chief Financial Officer
       GEN Restaurant Group, Inc.
       11472 South Street
       Cerritos, CA 90703

                                                        Re: GEN Restaurant
Group, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed June 14, 2023
                                                            File No. 333-272253

       Dear Tom Croal:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our June
7, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-1 filed June 14,
2023

       Dilution, page 65

   1.                                                   Please revise your
dilution table to begin with historical net tangible book value. Please
                                                        refer to the guidance
in Item 506 of Regulation S-K. In addition, please revise your
                                                        dilution table to
separately present the pro forma net tangible book value and per share
                                                        amount to show the
impact of the corporate reorganization and the offering. Also disclose
                                                        in the footnote the
total number of shares of common stock outstanding used to calculate
                                                        each pro forma net
tangible book value.
 Tom Croal
GEN Restaurant Group, Inc.
June 22, 2023
Page 2

        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,
FirstName LastNameTom Croal
                                                           Division of
Corporation Finance
Comapany NameGEN Restaurant Group, Inc.
                                                           Office of Trade &
Services
June 22, 2023 Page 2
cc:       Peter Wardle, Esq.
FirstName LastName