As filed with the Securities and Exchange Commission on July 20, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KURA SUSHI USA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-3808434 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
17461 Derian Avenue, Suite 200
Irvine, California 92614
(657) 333-4100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Steven H. Benrubi
Chief Financial Officer, Treasurer and Secretary
Kura Sushi USA, Inc.
17461 Derian Avenue, Suite 200
Irvine, California 92614
(657) 333-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Hiroki Suyama, Esq.
Aaron A. Seamon, Esq.
Squire Patton Boggs (US) LLP
555 South Flower Street, 31F
Los Angeles, California 90071
(213) 624-2500
Approximate date of commencement of proposed sale to the public: As soon as practical after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☒ 333-255928
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 pursuant to Section 7(a)(2)(B) of Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered(1) | Amount to be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Class A Common Stock, par value $0.001 per share | (2) | (2) | $10,000,000(1) | $1,091.00(2) | ||||
Total | (2) | (2) | $10,000,000 | $1,091.00 | ||||
| (1) | The Registrant previously registered (i) an indeterminate number of shares of the Registrant’s common stock, preferred stock, depository shares, warrants, subscription rights, share purchase contracts and share purchase units with an aggregate initial offering price not to exceed $50,000,000 to be offered and sold by the Registrant on a registration statement on Form S-3 (File No. 333-255928), which was declared effective on May 17, 2021 (the “Initial Registration Statement”) and for which a filing fee of $5,455 was previously paid. Of the securities registered for offer and sale by the Registrant, a balance of $50,000,000 of such securities remains available for offer and sale by the Registrant under the Initial Registration Statement as of the date hereof. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional indeterminate number of shares of Class A common stock of the Registrant having a proposed maximum aggregate offering price of $10,000,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities remaining available for issuance by the Registrant under the Initial Registration Statement. The proposed maximum offering price per share will be determined from time to time by the Registrant in connection with, and at the time of, the issuance by the Registrant of the common stock registered hereunder.. |
| (2) | Not specified as to each class of securities being registered pursuant to General Instruction II.D. to Form S-3 and Rule 457(o) under the Securities Act of 1933 (“Securities Act”). |
This registration statement shall become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), Kura Sushi USA, Inc. (the “Registrant”) is filing this Registration Statement (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3, as amended (File No. 333-255928) (the “Initial Registration Statement”), which the Registrant originally filed with the Commission on May 7, 2021, and which the Commission declared effective on May 17, 2021.
The Registrant is filing this Registration Statement pursuant to Rule 462(b) of the Securities Act solely to register an additional indeterminate amount of shares of the Registrant’s Class A common stock, par value $0.001 per share, having a maximum aggregate offering price of $10,000,000, which amount does not exceed 20% of the maximum aggregate offering price of unsold securities remaining available for offer and sale by the Registrant under the Initial Registration Statement.
Pursuant to Instruction IV.A to Form S-3, the Company hereby incorporates by reference into this Registration Statement the contents of the Initial Registration Statement, as amended, including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The Initial Registration Statement continues and remains effective as to those securities registered thereunder. The required opinions and consents are listed on the exhibit index hereto and filed herewith.
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-3
2
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 20, 2021.
| KURA SUSHI USA, INC. | ||
| By | /s/ Steven H. Benrubi | |
| Steven H. Benrubi | ||
| Chief Financial Officer, Treasurer and Secretary | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Hajime Uba Hajime Uba | Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | July 20, 2021 | ||
/s/ Steven H. Benrubi Steven H. Benrubi | Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | July 20, 2021 | ||
/s/ Shintaro Asako Shintaro Asako | Director | July 20, 2021 | ||
/s/ Kim Ellis Kim Ellis | Director | July 20, 2021 | ||
/s/ Seitaro Ishii Seitaro Ishii | Director | July 20, 2021 | ||
/s/ Hiroyuki Okamoto Hiroyuki Okamoto | Director | July 20, 2021 | ||
| *By: | /s/ Steven H. Benrubi | |
| Steven H. Benrubi | ||
| Attorney-in-Fact | ||
3
