SecProbe.io

CORRESP
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 filename1.htm

 CORRESP

 May 27, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549

 Re:
 GEN Restaurant Group, Inc. Registration Statement on Form S-3 File No. 333-287422

 Ladies and Gentlemen:   In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of GEN Restaurant Group, Inc., respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 so that the same shall become effective at 4:00 p.m. Eastern Time on May 29, 2025, or as soon as practicable thereafter. If you have any questions or require additional information, please contact Ben A. Stacke of Faegre Drinker Biddle & Reath LLP at (612) 766-6836. Thank you for your assistance and cooperation in this matter. Sincerely, /s/ Thomas V. Croal Thomas V. Croal Chief Financial Officer

 cc:
 Ben A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

 Griffin D. Foster, Esq., Faegre Drinker Biddle & Reath LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

David Kim
Chief Executive Officer
GEN Restaurant Group, Inc.
11480 South Street
Suite 20
Cerritos, CA 90703

 Re: GEN Restaurant Group, Inc.
 Registration Statement on Form S-3
 Filed May 20, 2025
 File No. 333-287422
Dear David Kim:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ben A. Stacke
</TEXT>
</DOCUMENT>

CORRESP
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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

CORRESP
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CORRESP

 June 26, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington D.C. 20549

 Attention: Jennie Beysolow

Re:
 GEN Restaurant Group, Inc.

Registration Statement on Form S-1 (File
No. 333-272253)

 Dear Ms. Beysolow:

GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the
Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-272253) (the “Registration Statement”) be accelerated and
that it be declared effective June 27, 2023 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be
declared effective at some other time.

 Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn &
Crutcher LLP at (213) 229-7242.

 Sincerely,

/s/ Thomas V. Croal

 Thomas V. Croal

Chief Financial Officer

cc:
 Michael Flynn, Esq.

Peter Wardle, Esq.

CORRESP
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CORRESP

 June 23, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street N.E.

 Washington,
D.C. 20549

 Attention: Jennie Beysolow and Erin Jaskot

Re:
 Comment Letter dated June 22, 2023

 regarding GEN Restaurant Group, Inc.

 Amendment No. 2 to the Registration Statement on Form S-1

 Filed June 16, 2023

 File No. 333-272253

Dear Ms. Beysolow and Ms. Jaskot:

 GEN
Restaurant Group, Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-272253) filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2023 (the “Registration
Statement”). We have endeavored to respond fully to each of your comments and questions. For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text. We have filed Amendment No. 3 to the
Registration Statement (the “Amendment”) with the Commission today.

 Amendment No. 2 to Registration Statement on
Form S-1 filed June 16, 2023

 Dilution, page 65

1.
 Please revise your dilution table to begin with historical net tangible book value. Please refer to the
guidance in Item 506 of Regulation S-K. In addition, please revise your dilution table to separately present the pro forma net tangible book value and per share amount to show the impact of the corporate
reorganization and the offering. Also disclose in the footnote the total number of shares of common stock outstanding used to calculate each pro forma net tangible book value.

Response:

 We note the
Staff’s comment, and in response thereto, have revised the dilution table and related disclosure on page 65 of the Amendment as requested by the Staff.

*            *
 *

 We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to
respond as quickly as possible. If you wish to contact us directly you can reach me at (714) 476-9178 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213)
229-7242.

Sincerely,

/s/ Thomas V. Croal

Thomas V. Croal

Chief Financial Officer

Cc:
 Michael Flynn, Esq.

Peter Wardle, Esq.

 2

United States securities and exchange commission logo
June 22, 2023
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 14, 2023
File No. 333-272253
Dear Tom Croal:
            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 June 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed June 14, 2023
Dilution, page 65
1.Please revise your dilution table to begin with historical net tangible book value. Please
refer to the guidance in Item 506 of Regulation S-K. In addition, please revise your
dilution table to separately present the pro forma net tangible book value and per share
amount to show the impact of the corporate reorganization and the offering. Also disclose
in the footnote the total number of shares of common stock outstanding used to calculate
each pro forma net tangible book value.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 June 22, 2023 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
June 22, 2023
Page 2
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

CORRESP
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CORRESP

 June 14, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street N.E.

 Washington,
D.C. 20549

 Attention: Jennie Beysolow and Erin Jaskot

Re:
 Comment Letter dated June 7, 2023

regarding GEN Restaurant Group, Inc.

Registration Statement on Form S-1

Filed May 26, 2023

File No. 333-272253

Dear Ms. Beysolow and Ms. Jaskot:

 GEN
Restaurant Group, Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Registration Statement on Form
S-1 (File No. 333-272253) filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2023 (the “Registration
Statement”). We have endeavored to respond fully to each of your comments and questions. For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text. We have filed Amendment No. 1 to the
Registration Statement (the “Amendment”) with the Commission today.

 Form S-1 Filed
May 26, 2023

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Events Concerning Our Financial Position, page 72

1.
 Please expand your disclosure to provide material terms of the EIDL loans and line
of credit with Pacific City Bank including the maturity dates, interest rates, monthly payment formulas, and other material financial covenants. Additionally, please revise your risk factor section to disclose any associated risks including, but not
limited to the risk that all or parts of the loan may not be repaid.

Response:

 We note the
Staff’s comment, and in response thereto, have revised the disclosure on page 74 of the Amendment to include the additional information requested by the Staff. We have also revised the risk factor disclosure on pages 9 and 44 of the Amendment
as requested by the Staff.

 Results of Operations..., page 77

2.
 Please revise your disclosure of results of operations to include a discussion of the changes for the
fiscal year end, December 31, 2022. Refer to the guidance in Instructions to paragraph (b) of Item 303 of Regulation S-K.

Response:

 We note the
Staff’s comment, and in response thereto, have revised the results of operations disclosure on page 84 of the Amendment to include a discussion of the changes for the fiscal year end, December 31, 2022, as requested by the Staff.

Non-GAAP Financial Measures

Restaurant-level Adjusted EBITDA and Restaurant-level Adjusted EBITDA Margin, page 81

3.
 Please ensure your presentation of Restaurant-level Adjusted EBITDA and Restaurant-level Adjusted EBITDA
Margin on pages 1, 4, 5, 81, 84 and 93, does not have greater prominence than the presentation of Operating Income and Operating Income Margin. Please revise your disclosure accordingly. Refer to Question 102.10 of the staff’s
Compliance & Disclosure Interpretations on “Non-GAAP Financial Measures.”

Response:

 We note the
Staff’s comment, and in response thereto, have revised the disclosure on pages iii, 1, 4, 5, 86, 89 and 98 of the Amendment as requested by the Staff.

*        *         *

We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as
possible. If you wish to contact us directly you can reach me at (714) 476-9178 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

 Sincerely,

 /s/ Thomas V. Croal

 Thomas V. Croal

 Chief Financial Officer

Cc:
 Michael Flynn, Esq.

Peter Wardle, Esq.

 2

United States securities and exchange commission logo
June 7, 2023
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Registration Statement on Form S-1
Filed May 26, 2023
File No. 333-272253
Dear Tom Croal:
            We have reviewed your 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.
Form S-1 Filed May 26, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Events Concerning Our Financial Position, page 72
1.Please expand your disclosure to provide material terms of the EIDL loans and line of
credit with Pacific City Bank including the maturity dates, interest rates, monthly payment
formulas, and other material financial covenants. Additionally, please revise your risk
factor section to disclose any associated risks including, but not limited to the risk that all
or parts of the loan may not be repaid.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 June 7, 2023 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
June 7, 2023
Page 2
Results of Operations..., page 77
2.Please revise your disclosure of results of operations to include a discussion of the
changes for the fiscal year end, December 31, 2022.  Refer to the guidance in Instructions
to paragraph (b) of Item 303 of Regulation S-K.
Non-GAAP Financial Measures
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin, page 81
3.Please ensure your presentation of Restaurant-level Adjusted EBITDA and Restaurant-
level Adjusted EBITDA Margin on pages 1, 4, 5, 81, 84 and 93, does not have greater
prominence than the presentation of Operating Income and Operating Income Margin.
Please revise your disclosure accordingly. Refer to Question 102.10 of the staff's
Compliance & Disclosure Interpretations on "Non-GAAP Financial Measures."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

CORRESP
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CORRESP

 May 26, 2023

VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Trade & Services

 100 F Street N.E.

 Washington,
D.C. 20549

 Attention: Jennie Beysolow and Erin Jaskot

Re:
 Comment Letter dated May 17, 2023

regarding GEN Restaurant Group, Inc.

Amendment No. 4 to Draft Registration Statement on Form S-1

Submitted April 19, 2023

File No. 377-05692

Dear Ms. Beysolow and Ms. Jaskot:

 GEN
Restaurant Group, Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding Amendment No. 4 to the Company’s Draft Registration Statement on Form S-1 (File No. 377-05692) submitted to the Securities and Exchange Commission (the “Commission”) on April 19, 2023. We have endeavored to respond
fully to each of your comments and questions. For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text. We have publicly filed a Registration Statement on Form
S-1 (the “Registration Statement”) with the Commission today.

 Amendment
No. 4 to Draft Registration Statement on Form S-1 Submitted April 19, 2023

Prospectus Summary

 Our Performance, page 4

1.
 We note your disclosure here and on pages 5 and 91 of “Average Net
Build-Out Costs of approximately $1.8 million for new units opened since 2018.” Please tell us why you are using Average Net Build-Out Costs since 2018, as
opposed to a more recent period, and why this is important or provides a better comparison in evaluating your target average Net Build-Out Costs of $3.0 million going forward.

 Response:

We note the Staff’s comment, and in response thereto, have revised the disclosures on pages 4, 6, 22, 93 and 95 of the Registration
Statement to include the additional information requested by the Staff.

 We have experienced and continue to experience inflationary conditions... page 18

2.
 You disclose that in 2021 and 2022, the costs of commodities, labor, energy and other inputs necessary to
operate your restaurants significantly increased, and you expect these pressures to continue to impact your business in 2023. Please revise your disclosure here to quantify the impact of inflation and provide year-over-year comparisons of this
impact so that investors understand the nature and extent of the impact. Please provide further detail regarding your attempts to offset cost pressures through price increases, and indicate whether such price increases have been successful.

 Response:

We note the Staff’s comment, and in response thereto, have revised the disclosure on page 18 of the Registration Statement to include the
additional information requested by the Staff.

 Use of Proceeds, page 61

3.
 To the extent that you will use proceeds of the offering to pay off the $8.0 million line of credit
with Pacific City Bank, please disclose the interest rate and maturity. See Instruction 4 to Item 504 of Regulation S-K.

Response:

 We note the
Staff’s comment. The Company no longer intends to use proceeds of the offering to pay off the $8.0 million line of credit with Pacific City Bank. We have accordingly revised the disclosure in Use of Proceeds on page 61 of the
Registration Statement to reflect this change.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

Restaurant-level Adjusted EBITDA and Restaurant-level Adjusted EBITDA Margin, page 81

4.
 We note your presentation of Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA margin
as non-GAAP performance measures. Please revise your reconciliation of these measures to begin with operating income, which is the most directly comparable GAAP measure.

Response:

 We note the
Staff’s comment, and in response thereto, have revised the reconciliation of Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA margin on pages iii, 73, 81, and 84 of the Registration Statement as requested by the Staff.

 2

 Liquidity and Capital Resources, page 85

5.
 We note that you deleted your disclosure regarding potential payments you will be required to make under
the Tax Receivable Agreement. Please restore this disclosure or tell us why you believe such disclosure is not material to investors.

Response:

 We note the
Staff’s comment, and in response thereto, have restored this disclosure on pages 85 and 86 of the Registration Statement.

*    *     *

We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as
possible. If you wish to contact us directly you can reach me at (714) 476-9178 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

Sincerely,

/s/ Thomas V. Croal

 Thomas V. Croal

 Chief Financial
Officer

Cc:
 Michael Flynn, Esq.

Peter Wardle, Esq.

 3

United States securities and exchange commission logo
May 17, 2023
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted April 19, 2023
File No. 377-05692
Dear Tom 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.
Amendment No. 4 to Draft Registration Statement on Form S-1 filed April 19, 2023
Prospectus Summary
Our Performance, page 4
1.We note your disclosure here and on pages 5 and 91 of "Average Net Build-Out Costs of
approximately $1.8 million for new units opened since 2018." Please tell us why you are
using Average Net Build-Out Costs since 2018, as opposed to a more recent period, and
why this is important or provides a better comparison in evaluating your target average
Net Build-Out Costs of $3.0 million going forward.
We have experienced and continue to experience inflationary conditions..., page 18
2.You disclose that in 2021 and 2022, the costs of commodities, labor, energy and other

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 May 17, 2023 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
May 17, 2023
Page 2
inputs necessary to operate your restaurants significantly increased, and you expect these
pressures to continue to impact your business in 2023.  Please revise your disclosure here
to quantify the impact of inflation and provide year-over-year comparisons of this impact
so that investors understand the nature and extent of the impact.  Please provide further
detail regarding your attempts to offset cost pressures through price increases, and indicate
whether such price increases have been successful.
Use of Proceeds, page 61
3.To the extent that you will use proceeds of the offering to pay off the $8.0 million line of
credit with Pacific City Bank, please disclose the interest rate and maturity. See
Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Restaurant-level Adjusted EBITDA and Restaurant-level Adjusted EBITDA Margin, page 81
4.We note your presentation of Restaurant-Level Adjusted EBITDA and Restaurant-Level
Adjusted EBITDA margin as non-GAAP performance measures. Please revise your
reconciliation of these measures to begin with operating income, which is the most
directly comparable GAAP measure.
Liquidity and Capital Resources, page 85
5.We note that you deleted your disclosure regarding potential payments you will be
required to make under the Tax Receivable Agreement.  Please restore this disclosure or
tell us why you believe such disclosure is not material to investors.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

United States securities and exchange commission logo
April 5, 2022
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Filed March 24, 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.
Amendment No. 3 to Draft Registration Statement on Form S-1 Filed March 24, 2022
Cover page
1.We note your revisions in response to comment 1 and reissue in part.  Please expand your
disclosure to make clear to investors that Class B holders are the pre-IPO LLC members.
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 66
2.We reviewed your response to comment 4 but it does not appear that you have made the
revision indicated and your reference to "pro forma adjustments in the Reorganization and
Offering Adjustments column" in your disclosure on page 66 is still 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.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 April 5, 2022 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
April 5, 2022
Page 2
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

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

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 February 10, 2022 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

United States securities and exchange commission logo
January 21, 2022
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed December 27, 2021
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.
Form S-1 Draft Registration Statement Amendment No. 1 filed December 27, 2021
Prospectus Summary, page 1
1.Please balance your disclosure in this section by discussing your receipt of loans and
grants under the Payroll Protection Program and the Restaurant Revitalization Fund,
including the amounts received and forgiven.  Please provide context for the discussion of
your performance by providing quantitative and qualitative disclosure indicating how the
receipt and forgiveness of such loans has impacted your results of operations.
2.Please update the financial metrics, starting with AUVs, presented on pages 3 and 4 for
the most recent fiscal period reported in the registration statement, as this information is
presented only for 2019.  Please make similar revisions elsewhere that you discuss these
financial metrics.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 January 21, 2022 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
January 21, 2022
Page 2
Organizational Structure, page 7
3.Please revise your discussion of the tax receivable agreement here, and elsewhere that you
discuss the TRA, to describe how the TRA confers economic benefits to the pre-IPO
investors, will redirect cash flows to the TRA participants, and may materially affect your
liquidity.  Please also quantify the estimated maximum payment you would be required to
make under your TRA assuming all continuing members of GEN LLC redeem following
this offering.  Please similarly discuss the situation in which payments may be accelerated,
such as under GEN Inc.'s right to early termination, and quantify the amount of the early
termination payment.
4.Your disclosure references a diagram of your structure and ownership immediately after
the Reorganization and the offering, however it does not appear that the diagram is
included.  Please revise to include the diagram.
Use of Proceeds, page 60
5.To the extent that any of the proceeds of the offering will be used to repay indebtedness,
please disclose the information required by Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators and Non-GAAP Financial Measures, page 73
6.We note your presentation of Non-GAAP measures here precedes the presentation
and discussion of the results of operations beginning on page 76.  Please move your Non-
GAAP presentation so it does not have greater prominence than the presentation and
discussion of your GAAP results of operations.  Refer to Question 102.10 of the staff's
Compliance & Disclosure Interpretations on "Non-GAAP Financial Measures."
7.We note your reconciliation of Adjusted EBITDA includes an adjustment for pre-
opening expenses which represent normal, recurring, cash operating expenses necessary to
operate your business. Please tell us your consideration of the guidance in Question
100.01 of the Non-GAAP Compliance and Disclosure Interpretations.
8.We note the reconciliation of restaurant-level operating income to restaurant-level
EBITDA which appears on page 74.  However, this information appears to differ from
the financial snapshot on slide 22 of the test-the-waters materials.  Please advise.
Comparable Restaurant Sales Growth, page 74
9.You state that comparable restaurant sales growth in 2019 decreased due to new Asian
concept restaurant openings near certain of your locations.  Please revise to specify if such
impact is limited to 2019 results, or if you expect such openings to continue to impact
comparable restaurant sales growth in future periods.  Please also add risk factor
disclosure, to the extent applicable.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 January 21, 2022 Page 3
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
January 21, 2022
Page 3
Restaurant-Level EBITDA and Restaurant-Level EBITDA Margin, page 74
10.We read your response to our prior comment 4 and note your revised disclosure. We also
note that you continue to present Restaurant-Level Operating Income on the face of the
Statement of Operations and in other areas of the document that present that measure,
such as Selected Historical Financial Information. The Statement of Operations is a
combined financial statement for the entire entity and should not be presented at a
restaurant level.  Please revise your Statement of Operations and related disclosure to
present operating income for the entire entity.
11.We note that you adjust for more than interest, taxes, depreciation and amortization
in calculating the non-GAAP measure you call Restaurant-Level EBITDA. Please refer to
Question 103.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures and revise your future filings to not characterize the non-GAAP measure as
EBITDA and to use a title that clearly distinguishes the measure from "EBITDA," such as
"Adjusted EBITDA."
Liquidity and Capital Resources, page 86
12.We note that you made an aggregate of $22.4 million in distributions to LLC members in
the nine months ended September 30, 2021.  Please disclose the reason for these
distributions, including why they were made at this time and how the amount of the
distributions was determined, and whether they were obligated pursuant to agreements
with such members. Please include similar disclosure in your prospectus summary,
including a discussion of how it has impacted your cash amount.
Certain Relationships and Related Party Transactions, page 115
13.Please file the instruments governing the notes discussed in this section, and in particular
the Ignite notes receivable and notes payable.  See Item 601(b)(4) of Regulation S-K.  We
also note that notes are secured by an interest in the assets of each of the GEN entities.
Please add risk factor disclosure highlighting risks to the company if you were to default
on the notes.
14.Please revise this section to identify the names of the related person involved in the related
person transactions disclosed in this section (as opposed to the name of the entity), the
approximate dollar value of the amount of the related persons' interests in the transactions,
and the amount of principal paid during the period for which disclosure is provided.
Please also explain the business or operations of Ignite.  See Item 404 of Regulation S-K.
15.Please file a copy of the consulting agreement with Ignite and revise your disclosure to
explain the services performed by Ignite under the consulting agreement.   Please also file
your agreement(s) with Fast Fabrications, Wise Universal, Inc. and Pacific Global.  See
Item 601(b)(10) of Regulation S-K.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 January 21, 2022 Page 4
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
January 21, 2022
Page 4
Exhibits
16.Please file any material lease agreement as an exhibit to the registration statement.  See
Item 601(b)(10)(ii)(D) of Regulation S-K.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.

United States securities and exchange commission logo
December 10, 2021
Tom Croal
Chief Financial Officer
GEN Restaurant Group, Inc.
11472 South Street
Cerritos, CA 90703
Re:GEN Restaurant Group, Inc.
Draft Registration Statement on Form S-1
Filed November 12, 2021
File No. 377-05692
Dear Mr. Croal:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted November 12, 2021
Trademarks, page iii
1.You disclose that you “own or have the rights to use various trademarks, service marks
and trade names,” and state on page six that the loss of any registered trademark or other
intellectual property could enable other companies to compete more effectively with you.
Please disclose the nature of your material intellectual property and, to the extent you rely
on agreements that provide you with the rights to use such trademarks, disclose the terms
of such agreements.. See Item 101(c)(iii)(B) of Regulation S-K.  Additionally, please
consider whether any agreements to the rights to use a trademark should be filed as an
exhibit to the registration statement.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 December 10, 2021 Page 2
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
December 10, 2021
Page 2
Risks Related to Our Growth Strategy and Restaurant Expansion
Our sales and profit growth could be adversely af ected if comparable restaurant sales are less
than we expect, page 20
2.Please briefly describe the “initiatives to build sales” that could affect your ability to
increase comparable restaurant sales.
Risks Related to Our Relationships with Key Suppliers, page 22
3.In an appropriate place in your prospectus, please disclose the material terms of your
agreements with the suppliers/vendors discussed in this risk factor, including the
exclusivity agreements. Please also file the agreements as exhibits to the registration
statement.  See Item 601(b)(10) of Regulation S-K. Alternatively, please tell us why you
are not required to do so.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators
Restaurant-Level Operating Income and Restaurant-Level Operating Income Margin, page 72
4.We note from your disclosure that you present restaurant-level operating income on the
face of your statement of operations. In addition, we note your reference to restaurant-
level operating margin, restaurant-level EBITDA and restaurant-level EBITDA margin.
Please tell us your consideration of presenting these measures as non-GAAP financial
measures as defined in Item 10(e)(2) of Regulation S-K and providing the disclosures
required in Item 10(e)(1)(i) of Regulation S-K.
Comparable Restaurant Sales Growth, page 73
5.We note that comparable restaurant sales growth in 2019 decreased 3.7%, presumably as
compared to comparable restaurant sales growth in 2018.  Given that investors do not
have comparable data for 2020 to help them understand trends, please explain why
comparable store sales growth decreased in 2019.
Large Community of Millennial and Gen Z Enthusiasts, page 84
6.We note your statement that “we have attracted a passionate and loyal group of Millennial
and Gen Z enthusiasts who enjoy trying new cuisines of various ethnic origins.”  Please
expand to disclose how you distinguish this group from your overall customer base and
the method you have used to measure and/or determine this group's loyalty.
Combined Statement of Operations, page F-5
7.It appears that you are reporting a figure for income that does not include depreciation and
amortization. Please tell us how you considered the guidance in SAB Topic 11:B.

 FirstName LastNameTom Croal
 Comapany NameGEN Restaurant Group, Inc.
 December 10, 2021 Page 3
 FirstName LastName
Tom Croal
GEN Restaurant Group, Inc.
December 10, 2021
Page 3
General
8.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Wardle, Esq.