United States securities and exchange commission logo
June 3, 2021
John Lai
Chief Executive Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, Arizona 85705
Re: Mister Car Wash,
Inc.
Registration
Statement on Form S-1
Filed June 2, 2021
File No. 333-256697
Dear Mr. Lai:
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.
Unless we note
otherwise, our references to prior comments are to comments in our May
27, 2021 letter.
Registration Statement on Form S-1 filed June 2, 2021
Cover Page
1. We note that you have
removed disclosure from your cover page related to LGP's post-
offering holdings and
control of your corporate decisions. However, it appears that LGP
will still own a
"significant percentage" of your common stock upon completion of your
offering. Therefore,
please amend the disclosure on your cover page to disclose that LGP
owns and will own a
significant percentage of your common stock after this offering, and
disclose the
significant percentage. Also, please disclose that LGP will have control of
your corporate
decisions and that, even if LGP owns less than a majority of your common
shares, it will be
entitled to nominate a certain number of directors pursuant to your
Stockholders Agreement,
as you disclose in your amended risk factor on page 31.
John Lai
Mister Car Wash, Inc.
June 3, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Three Months Ended March 31, 2020 and 2021
Cost of Labor and Chemicals, page 57
2. We note your revised discussion on the changes in Cost of Labor and
Chemicals no longer
includes the changes resulting from the redesign of your labor model and
the shift from
interior cleaning services to express exterior cleaning services pursuant
to Comment 18 in
our comment letter dated April 30, 2021. Please advise.
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 Robert Shapiro at (202) 551-3273 or Theresa Brillant at
(202) 551-
3307 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 LastNameJohn Lai
Division of
Corporation Finance
Comapany NameMister Car Wash, Inc.
Office of Trade &
Services
June 3, 2021 Page 2
cc: Drew Capurro
FirstName LastName