SecProbe.io

July 18, 2019
Hajime Uba
Chairman and Chief Executive Officer
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, CA 92614
Re:Kura Sushi USA, Inc.
Amendment No.1 to
Registration Statement on Form S-1
Filed July 16, 2019
File No. 333-232551
Dear Mr. Uba:
            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 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 July 11, 2019 letter.
Amended Form S-1 filed July 16, 2019
General
1.We note that the forum selection provisions in Article 12 of your Amended and Restated
Certificate of Incorporation and Article 9 of your Amended and Restated Bylaws identify
the Court of Chancery of the State of Delaware as the exclusive forum for certain
litigation, including any “derivative action.”  Describe the provisions in your prospectus,
including the relevant forum for litigation and any savings clause or subject matter
jurisdiction carve out.  Clearly describe any risks or other impacts on investors.  Risks
may include, but are not limited to, increased costs to bring a claim and that these
provisions can discourage claims or limit investors’ ability to bring a claim in a judicial

 FirstName LastNameHajime Uba
 Comapany NameKura Sushi USA, Inc.
 July 18, 2019 Page 2
 FirstName LastName
Hajime Uba
Kura Sushi USA, Inc.
July 18, 2019
Page 2
forum that they find favorable.  Please disclose whether these provisions apply to actions
arising under the Securities Act or Exchange Act.  In that regard, we note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  If the provisions apply to Securities Act claims,
please also revise your prospectus to state that there is uncertainty as to whether a court
would enforce such provisions and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  If these provisions do not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the exclusive forum provisions in the governing documents state this clearly, or tell us
how you will inform investors in future filings that the provisions do not apply to any
actions arising under the Securities Act or Exchange Act.
            You may contact Beverly Singleton, Staff Accountant, at (202) 551-3328 or Doug Jones,
Staff Accountant, at (202) 551-3309 if you have questions regarding comments on the financial
statements and related matters. Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or John Dana Brown, Attorney-Advisor, at (202) 551-3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Aaron Seamon, Esq.