June 26, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
| Attention: | Ms. Tatanisha Meadows | |
| Ms. Angela Lumley | ||
| Ms. Jennie Beysolow | ||
| Ms. Erin Jaskot |
| Re: | GEN Restaurant Group, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-272253 |
| Acceleration Request | ||||
| Requested Date: | June 27, 2023 | |||
| Requested Time: | 4:00 PM, Eastern Time |
Dear Ms. Beysolow and Ms. Jaskot:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, acting as the representative of the several underwriters, hereby joins GEN Restaurant Group, Inc. (the “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-272253) (as amended, the “Registration Statement”) to become effective on June 27, 2023, at 4:00 PM, Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.
Pursuant to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 650 copies of the Company’s preliminary prospectus dated June 14, 2023, as supplemented by the free writing prospectus dated June 26, 2023, through the date hereof, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as the representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours,
ROTHCAPITALPARTNERS, LLC | ||
| As the representative of the several underwriters listed in Schedule I to the Underwriting Agreement | ||
| ROTHCAPITALPARTNERS, LLC | ||
| By: | /s/ Aaron M. Gurewitz | |
| Name: Aaron M. Gurewitz | ||
| Title: President & Head of Investment Banking | ||
cc:
GEN Restaurant Group, Inc.
David Kim, Co-Chief Executive Officer
Jae Chang, Co-Chief Executive Officer
Thomas V. Croal, Chief Financial Officer
Stradling Yocca Carlson & Rauth, P.C.
Ryan C. Wilkins, Esq.
Amanda P. McFall, Esq.
Gibson Dunn & Crutcher LLP
Michael Flynn, Esq.
Peter Wardle, Esq.
Signature Page to Underwriter Acceleration Request
