United States securities and exchange commission logo
February 10, 2022
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re: GEN Restaurant
Group, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Filed January 26,
2022
File No. 377-05692
Dear Mr. Croal:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement of Form S-1 Amendment No. 2, filed January
26, 2022
Cover Page
1. Please disclose that
the holders of the Class B shares are the pre-IPO LLC members, and
disclose the total
percentage of voting power held by Class B stockholders. Please also
clarify that such
holders will be able to control all matters requiring approval by your
stockholders.
Organizational Structure, page 12
2. We note your revisions
in response to comment three. Please further revise your
disclosure in this
section to quantify the estimated aggregate future payouts that you
expect to make to the
TRA participants. Please also disclose that all payments made by
Tom Croal
GEN Restaurant Group, Inc.
February 10, 2022
Page 2
you under the TRA will not be available for investment in the business
and will generally
reduce the amount of cash that might have otherwise been available.
Please similarly
discuss instances in which payments under the TRA may be accelerated,
such as under
GEN Inc.'s right to early termination, and quantify the amount of the
early termination
payment. Please include disclosure discussing the potential impact on
your financial
condition and liquidity.
Use of Proceeds, page 61
3. We note that you added additional investments and notes receivable from
Ignite between
the months of April and June, 2021. Because this indebtedness was
incurred within one
year, and will be repaid from proceeds of the offering, please describe
the use of proceeds
from such indebtedness. See Instruction 4 to Item 506 of Regulation S-K.
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 68
4. It appears that your reference to "pro forma adjustments in the
Reorganization and
Offering Adjustments column" in your disclosure is inconsistent with the
actual columns
labeled as "Pro Forma Other Adjustments" and "Pro Forma Proceeds" in the
pro forma
financial statements. Please clarify or revise.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin, page 84
5. Please present and discuss net income (loss) margin whenever Adjusted
EBITDA margin
is presented and discussed. Please refer to Question 102.10 of the
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations and Item
10(e)(1)(i)(A) of
Regulation S-K.
6. We note you present Adjusted EBITDA and Adjusted EBITDA margin in your
graph
presented on pages 1 and 95 without providing the most directly
comparable GAAP
measure, net income (loss) and net income (loss) margin. Please revise.
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
Comapany NameGEN Restaurant Group, Inc. Division of
Corporation Finance
Office of Trade &
Services
February 10, 2022 Page 2
cc:
FirstName Peter Wardle, Esq.
LastName