SecProbe.io

CORRESP
1
filename1.htm

July
2, 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”)

    Amendment
    No. 2 to Registration Statement on Form 10-12G

    Filed
    July 2, 2020

    File
    No. 000-56160

Ladies
and Gentlemen:

Please
find the Company’s responses to your letter dated July 1, 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. 3 to Form 10-12G (“Form 10/A”)
which has been revised to respond to your comments.

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.

    We
    revised our disclosure to clarify that that while the franchisees have full control over the day to day operations of the
    franchises, the franchises must be operated in strict compliance with our operations manual. Our operations manual prescribes
    staffing requirements, minimum months, days and hours of operation, techniques and processes for service, length and method
    of training personnel, working capital and inventory requirements, accounting system and other operational standards. We further
    expanded our disclosure to describe our rights and obligations under the franchise agreements and protection of our confidential
    information.

    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 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.

    We
    have deleted the reference to any arrangements whereby net income is allocated 80%/20% after the investor’s recoupment
    of the initial investment from Note 17 on page F-58.

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.

    The
    disclosures in Critical Accounting Policies Goodwill and Intangible Assets on page 41 has been revised to state that “Given
    the impairment charge on the Hooters reporting unit in 2019 and the substantial excess of the estimated fair value of the
    Company’s remaining reporting unit over its book value as of March 31, 2020, the Company does not anticipate further
    impairment of goodwill in the near-term.”

***

We
hope the company’s responses resolve the Staff’s comments. Please do not hesitate to contact the undersigned with
any questions.

Very
truly yours,

LIBERTAS
LAW GROUP, INC.

/s/
Ruba Qashu

Tel:
949-355-5405

    c:
    Michael
    D. Pruitt, CEO Amergent Hospitality Group Inc.

    Patrick
    Harkleroad, CFO Amergent Hospitality Group Inc