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CORRESP
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filename1.htm

June
3, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

    Attention:

    Blaise
    Rhodes

    Adam
    Phippen

    Katherine
    Bagley

    Lilyanna
    Peyser

    Re:

    Amergent
    Hospitality Group Inc. (the “Company”)

    Registration
    Statement on Form 10-12G

    Filed
    April 9, 2020

    File
    No. 000-56160

Ladies
and Gentlemen:

Please
find the Company’s responses to your letter dated May 6, 2020 set forth below. We have reproduced the text of your comments
for ease of reference. We are submitting this letter concurrently with our Amendment No. 1 to Form 10-12G (“Form 10/A”)
which has been revised to respond to your comments.

Registration
Statement on Form 10 filed April 9, 2020

General,
page 1

1. We
                                         note that you incorporate by reference to the filings of your former parent, Chanticleer
                                         Holdings, Inc. (hereinafter “Chanticleer”), most of the items required by
                                         Form 10. However, it is unclear to us why incorporation by reference to such filings
                                         is appropriate given that you currently are in a different position as compared to Chanticleer
                                         in its premerger state. For example, it appears that the merger and spin-off resulted
                                         in significant changes to Amergent, such as you now being “in a greatly enhanced
                                         financial position to continue the restaurant business of Chanticleer” (from the
                                         Chanticleer Form S-4). Further, it appears that you are ineligible to incorporate by
                                         reference to Chanticleer’s filings pursuant to Exchange Act Forms Compliance and
                                         Disclosure Interpretation Question 103.01, because you filed this Form 10 after your
                                         spin-off from Chanticleer was completed and you were no longer a wholly-owned subsidiary
                                         of Chanticleer.

Accordingly,
please amend your Form 10 to include the required disclosures. Alternatively, provide us with your detailed legal analysis as
to why you are eligible to incorporate by reference, including why the incorporated disclosure is not incorrect as it applies
to Amergent or otherwise misleading to investors.

After
reviewing Exchange Acts Forms Compliance and Disclosure Interpretation Question 103.01, we agree that we are not eligible to incorporate
by reference the historical financials of Chanticleer Holdings, Inc. prior to the spin-off in Amergent Hospitality Group Inc.’s
Form 10 registration statement. As such the Form 10/A includes the audited combined and consolidated financial statements of Amergent
Hospitality Group Inc. and Chanticleer Holdings, Inc. as of and for the years ended December 31, 2019 and 2018 as well as the
unaudited condensed combined and consolidated financial statements of Amergent Hospitality Group Inc. and Chanticleer Holdings,
Inc. as of and for the three month periods ended March 31, 2020 and 2019. Due to the common control nature of the spin-off transaction
and because substantially all of Chanticleer’s historical operations were related to the restaurant operations spun off
to Amergent Hospitality Group Inc., we determined it is appropriate to include the historical periods when Chanticleer Holdings,
Inc. owned the restaurant operations in our historical financial statements. Please also refer to our response to Comment #20.

2. As
                                         a related matter, if you believe that you are eligible to incorporate by reference, we
                                         note that the business of Chanticleer appears to have changed upon the spin-off, and
                                         while you are Chanticleer’s successor entity, it appears that Chanticleer’s
                                         business and operations are not related to yours moving forward. Therefore, it appears
                                         that Chanticleer’s and your Exchange Act reporting requirements and disclosures
                                         will be different moving forward. To ensure continuity of your SEC filings and accessibility
                                         of your disclosures to investors, please consider including the disclosure required by
                                         Form 10 in your filing, rather than incorporating by reference to your predecessor’s
                                         filings. Further, while we refer in our comments to disclosure incorporated by reference
                                         to your filing, please amend your Form 10 in response to our comments, rather than amending
                                         Chanticleer’s filings.

As
noted in our response to Comment #1, our Form 10/A will include the audited combined and consolidated financial statements of
Amergent Hospitality Group Inc. and Chanticleer Holdings, Inc. as of and for the years ended December 31, 2019 and 2018 as well
as the unaudited condensed combined and consolidated financial statements of Amergent Hospitality Group Inc. and Chanticleer Holdings,
Inc. as of and for the three month periods ended March 31, 2020 and 2019. The historic filings of Chanticleer Holdings, Inc. are
no longer included by reference in the Form 10/A.

3. We
                                         note the disclosure in Chanticleer’s Form S-4 filing that “at the closing
                                         of the Merger, Chanticleer will issue to the Spin-Off Entity a warrant (the “Spin-Off
                                         Entity Warrant”) to purchase that number of shares of Chanticleer Common Stock
                                         equal to two percent (2%) of the number of shares of issued and outstanding Chanticleer
                                         Common Stock immediately after the Effective Time.” Please disclose whether and
                                         when this warrant has been issued to you, whether and when the warrant has been exercised,
                                         the material terms of the warrant, and how and when the shares underlying the warrant
                                         will be distributed to your shareholders.

This
warrant was issued to Amergent Hospitality Group Inc. on April 1, 2020 and will be held by this entity and is not expected to
be distributed to the shareholders. The warrant has a 180-day lockup period and, as such, has not been exercised as of the date
of this letter. The material terms of this warrant are disclosed on page 4 in the Form 10/A.

Item
No. 1 Business, page 2

4. We
                                         note that the spin-off transaction is briefly described in the disclosure incorporated
                                         by reference to satisfy Item 1 of Form 10. However, because this Form 10 is being filed
                                         in relation to the spin-off transaction, please amend your disclosure to include a detailed
                                         description of the spin-off transaction, including, but not limited to, a background
                                         discussion of the spin-off transaction, the reasons for the spin-off (including Chanticleer’s
                                         valid business purpose for the spin-off), a description of the material terms of any
                                         agreements related to the spin-off, the date of the spin-off, any new indebtedness you
                                         will incur in relation to the spin-off, federal income tax consequences related to the
                                         spinoff, and any other disclosure material to an understanding of the spin-off transaction.
                                         As a related matter, please file any material agreements related to the spin-off as exhibits
                                         to your registration statement, as applicable. See Item 601 of Regulation S-K.

We
included a detailed description of the spin-off transaction in the 10/A and have filed material agreements related to the spin-off.

5. On
                                         page 4 of Chanticleer’s most recent Form 10-K, you disclose that “[you] operate
                                         and franchise a system-wide total of 46 fast casual restaurants of which 35 are company
                                         owned and 11 are owned and operated by franchisees under franchise agreements.”
                                         You also disclose that eight of your company-owned Little Big Burger restaurants are
                                         operated pursuant to partnership agreements. In an appropriate place in your filing,
                                         please briefly describe the terms of these franchise and partner agreements. Where you
                                         describe your partnership agreements, please include a discussion of the amount of control
                                         you have in these restaurants and the terms of any revenue sharing agreements with your
                                         partners, if applicable.

In
the Form 10/A, we included the requested information and disclosures in ITEM 1. BUSINESS as well as in Footnote 17 of the audited
combined and consolidated financial statements of Amergent Hospitality Group Inc. and Chanticleer Holdings, Inc. as of and for
the years ended December 31, 2019 and 2018.

Item
No. 1A Risk Factors, page 2

6. We
                                         note that, on page 14 of Chanticleer’s most recent Form 10-K, you disclose that
                                         “[i]f an existing or future restaurant is not profitable, and [you] decide to close
                                         it, [you] may nonetheless be committed to perform [y]our obligations under the applicable
                                         lease including, among other things, paying the base rent for the balance of the lease
                                         term.” Please disclose whether and to what extent you are currently obligated under
                                         leases for closed locations. Please also clarify whether you are responsible for franchisee
                                         leases, or whether this risk factor applies only to your company-owned restaurants.

As
of December 31, 2019, the Company remained contractually obligated for the leases related to three permanently closed restaurant
locations amounting to approximately $2,300,000. Additionally, the Company is not contractually obligated to guarantee the leasing
arrangements between franchises and their landlords. We have disclosed this information in Footnote 2 of the audited consolidated
and combined financials of Amergent Hospitality Group Inc. and Chanticleer Holdings, Inc. as of and for the years ended December
31, 2019 and 2018 within the Form 10/A.

7. We
                                         note your reference on page 15 of Chanticleer’s most recent Form 10-K to “net
                                         restaurant count.” In an appropriate place in your filing, please define this term.

We
included revised the risk factor in the Form 10/A to reference opening new restaurants
and deleted this undefined term.

8. We
                                         note that you incorporate by reference to the risk factor section in Chanticleer’s
                                         most recent Form 10-K, including the risk factors under the heading “Risks Related
                                         to Our Common Stock.” Considering that you are a newly formed entity, please amend
                                         the risk factor disclosure in your Form 10 to reflect the risks related to your common
                                         stock, and not that of Chanticleer’s pre-merger and pre-spin-off common stock.
                                         For example, please discuss risks associated with your current or future efforts to have
                                         your common stock quoted on the OTCQX or any other quotation service, exchange, or trading
                                         facility.

As
discussed in our response to Comments #1 and #2, the Form 10/A no longer incorporates Chanticleer Holdings, Inc.’s historic
filings. Additionally, we have enumerated within the Form 10/A revised risk factors germane to the operations of Amergent Hospitality
Group Inc. including a risk that our common stock may never become liquid or be listed on a securities exchange.

9. As
                                         a related matter, we note that Chanticleer’s most recent Form 10-K includes a risk
                                         factor section titled “Risks Related to the Merger.” In this regard, it appears
                                         that the spinoff has been completed, you are no longer a party to the merger, and this
                                         no longer applies to you. However, we were unable to find specific risks related to the
                                         spin-off transaction. Please amend your filing to include risks specific to you as the
                                         successor entity, including risks related to the spin-off. Please be sure to tailor this
                                         and all of your risk factor disclosure to your current circumstances.

As
discussed in our response to Comment #8, we have enumerated within the Form 10/A revised risk factors germane to the operations
of Amergent Hospitality Group Inc. As this entity is no longer party to the merger, this risk factor has been removed. Additionally,
we have included a new section specifically disclosing the risks related to the spin-off.

Item
No. 2. Financial Information, page 2

10. Reference
                                         is made to Item 7 of your Form 10-K for the Fiscal Year Ended December 31, 2019. Please
                                         revise to provide disclosures required by Item 303(a)(3)(ii) of Regulation SK. These
                                         disclosures would include any known trends or uncertainties that have had or that you
                                         reasonably expect will have a material favorable or unfavorable impact on revenues, asset
                                         impairments, or income from continuing operations.

After
reviewing Item 303(a)(3)(ii) of Regulation SK in detail, we determined there were no trends or uncertainties that have had or
that management reasonably expects that would have a material favorable or
unfavorable impact on revenues, asset impairments, or income from continuing operations. At the time of the filing of the 10-K,
management disclosed the potential risk of the COVID-19 pandemic. Management at this time does not have enough data or information
to provide further assessments of the long-term impact of the COVID-19 pandemic from a financial standpoint. We believe the disclosures
included throughout the Form 10/A address the above risks
as required.

11. Reference
                                         is made to your discussion of results of operations beginning on page 29 of Form 10-K
                                         for the Fiscal Year Ended December 31, 2019. Please revise to discuss and analyze underlying