Correspondence 0001193125-23-174708 from GEN Restaurant Group, Inc. (GENK)
GEN Restaurant Group, Inc.
Date: June 26, 2023 · CIK: 0001891856 · Accession: 0001193125-23-174708
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File numbers found in text: 333-272253
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CORRESP 1 filename1.htm CORRESP June 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Ms. Tatanisha Meadows Ms. Angela Lumley Ms. Jennie Beysolow Ms. Erin Jaskot Re: GEN Restaurant Group, Inc. Registration Statement on Form S-1 File No. 333-272253 Acceleration Request Requested Date: June 27, 2023 Requested Time: 4:00 PM, Eastern Time Dear Ms. Beysolow and Ms. Jaskot: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, acting as the representative of the several underwriters, hereby joins GEN Restaurant Group, Inc. (the “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-272253) (as amended, the “Registration Statement”) to become effective on June 27, 2023, at 4:00 PM, Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission. Pursuant to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 650 copies of the Company’s preliminary prospectus dated June 14, 2023, as supplemented by the free writing prospectus dated June 26, 2023, through the date hereof, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We, as the representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable. [Signature Page Follows] Very truly yours, ROTH CAPITAL PARTNERS, LLC As the representative of the several underwriters listed in Schedule I to the Underwriting Agreement ROTH CAPITAL PARTNERS, LLC By: /s/ Aaron M. Gurewitz Name: Aaron M. Gurewitz Title: President & Head of Investment Banking cc: GEN Restaurant Group, Inc. David Kim, Co-Chief Executive Officer Jae Chang, Co-Chief Executive Officer Thomas V. Croal, Chief Financial Officer Stradling Yocca Carlson & Rauth, P.C. Ryan C. Wilkins, Esq. Amanda P. McFall, Esq. Gibson Dunn & Crutcher LLP Michael Flynn, Esq. Peter Wardle, Esq. Signature Page to Underwriter Acceleration Request