United States securities and exchange commission logo
July 1, 2020
Michael D. Pruitt
Chief Executive Officer
Amergent Hospitality Group, Inc
7621 Little Avenue
Suite 414
Charlotte, NC
Re: Amergent
Hospitality Group, Inc
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed June 23, 2020
File No. 000-56160
Dear Mr. Pruitt:
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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 16, 2020 letter.
Amendment No. 2 to Registration Statement on Form 10-12G, filed June 23,
2020
Item 1. Business
Overview, page 15
1. We note your response
to comment 5 and your amended disclosure on page 15, but the
amended disclosure is
not fully responsive to our comment. Please amend your disclosure
to describe the amount
of control you have in the daily operations of your franchisees,
including the "certain
operational and certification requirements" required of your
franchisees by the
franchise agreements.
2. We note your response
to comment 6 that "[t]here are no longer any arrangements
whereby net income is
allocated 80%/20% after the investor s recoupment of the initial
Michael D. Pruitt
Amergent Hospitality Group, Inc
July 1, 2020
Page 2
investment," and it appears that you have removed references to this
arrangement from
your description of business. Nevertheless, it appears that Note 17 on
page F-58 still
references these arrangements. For consistency, please remove the
references to these
arrangements from your filing, or tell us why you reference the same in
the note.
Critical Accounting Policies
Goodwill and Intangible Assets, page 41
3. We note your disclosure that, given the impairment charge on Hooters in
2019 and "the
substantial excess of book value of the Company's remaining reporting
unit over its
estimated fair value as of March 31, 2020, the Company does not
anticipate further
impairment of goodwill in the near-term." This disclosure appears
inconsistent with the
disclosure that "the assigned goodwill exceeded its book value by
approximately
$2,400,000," and the disclosure on page 42 that "the fair value of your
remaining
reporting unit with assigned goodwill was substantially in excess of its
carrying value."
Please revise to clarify.
You may contact Blaise Rhodes at (202) 551-3774 or Adam Phippen at (202)
551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
FirstName LastNameMichael D. Pruitt
Division of
Corporation Finance
Comapany NameAmergent Hospitality Group, Inc
Office of Trade &
Services
July 1, 2020 Page 2
cc: Ruba Qashu
FirstName LastName