SecProbe.io

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 January 5, 2026
 V IA E DGAR C ORRESPONDENCE
 Division of Corporation Finance U.S. Securities &
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549 Attention: Eddie Kim

 Re:
 Kura Sushi USA, Inc.
 Registration Statement on Form S-3 (File
 No. 333-292461) Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kura Sushi USA, Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Time on January 7, 2026, or as soon thereafter as practicable.
 Please contact Aaron A. Seamon of Squire Patton Boggs (US) LLP, counsel to the Company, at (614)
 365-2759 or by email at aaron.seamon@squirepb.com with any questions you may have concerning this request.

 Very truly yours,

 KURA SUSHI USA, INC.

 By:

 /s/ Jeffrey Uttz

 Jeffrey Uttz

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 2, 2026

Jeffrey Uttz
Chief Financial Officer
KURA SUSHI USA, INC.
17461 Derian Avenue, Suite 200
Irvine, California 92614

 Re: KURA SUSHI USA, INC.
 Registration Statement on Form S-3
 Filed December 29, 2025
 File No. 333-292461
Dear Jeffrey Uttz:

 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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

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

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 January 4, 2023

VIA EDGAR CORRESPONDENCE

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Alyssa Wall

Re:
 Kura Sushi USA, Inc.

Registration Statement on Form S-3 (File
No. 333-269040)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kura Sushi USA, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Time on January 6, 2023, or as soon thereafter as practicable.

Please contact Aaron A. Seamon of Squire Patton Boggs (US) LLP, counsel to the Company, at (614)
365-2759 or by email at aaron.seamon@squirepb.com with any questions you may have concerning this request.

Very truly yours,

KURA SUSHI USA, INC.

By:

/s/ Jeffrey Uttz

Jeffrey Uttz

Chief Financial Officer

United States securities and exchange commission logo
January 3, 2023
Jeffrey Uttz
Chief Financial Officer
Kura Sushi USA, Inc.
17461 Derian Avenue, Suite 200
Irvine, California 92614
Re:Kura Sushi USA, Inc.
Registration Statement on Form S-3
Filed December 28, 2022
File No. 333-269040
Dear Jeffrey Uttz:
            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 Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Aaron A. Seamon

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CORRESP

 May 14, 2021

VIA EDGAR CORRESPONDENCE

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jacqueline Kaufman

Re:
 Kura Sushi USA, Inc.

Registration Statement on Form S-3 (File
No. 333-255928)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kura Sushi USA, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Time on May 17, 2021, or as soon thereafter as practicable.

Please contact Aaron A. Seamon of Squire Patton Boggs (US) LLP, counsel to the Company, at (614)
365-2759 or by email at aaron.seamon@squirepb.com with any questions you may have concerning this request.

Very truly yours,

KURA SUSHI USA, INC.

By:

/s/ Steven H. Benrubi

Steven H. Benrubi

Chief Financial Officer, Treasurer and Secretary

United States securities and exchange commission logo
May 13, 2021
Steven H. Benrubi
Chief Financial Officer
Kura Sushi USA, Inc.
17461 Derian Avenue, Suite 200
Irvine, California 92614
Re:Kura Sushi USA, Inc.
Registration Statement on Form S-3
Filed May 7, 2021
File No. 333-255928
Dear Mr. Benrubi:
            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 Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 24, 2020
Koji Shinohara
Chief Financial Officer, Treasurer and Secretary
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, California 92614
Re:Kura Sushi USA, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2019
Filed November 26, 2019
File No. 1-39012
Dear Mr. Shinohara:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Kura Sushi USA, Inc.

17932 Sky Park Circle Suite H

Irvine, CA 92614

657-333-4100

www.kurasushi.com

June 23, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Kura Sushi USA, Inc.

        Form 10-K for the Fiscal Year Ended August 31, 2019

        Response dated June 3, 2020

        File No. 1-39012

Ladies and Gentlemen:

Kura Sushi USA, Inc. (the “Company”) is in receipt of your letter dated June 12, 2020 (the “Letter”) setting forth comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with regard to the above-referenced report as filed with the Commission.  Our response to these comments is set forth below.  For the convenience of the Staff, the comments from the Letter are restated in bold prior to the response to such comments.

Form 10-K filed November 26, 2019

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

EBITDA and Adjusted EBITDA, page 48

1.

We reviewed your response to our comment and refer to your presentation of Adjusted EBITDA.  Considering that pre-opening rent expense and pre-opening costs are normal, recurring, cash operating expenses necessary to operate your business, we do not believe it is appropriate to exclude them from your calculation of Adjusted EBITDA.  Please revise your calculation of Adjusted EBITDA in future filings accordingly.

We also note your response to the presentation of Restaurant-level Contribution and Restaurant-level Contribution Margin.  Please expand your disclosures to address the measures’ limitations, including, but not limited to the fact that these non-GAAP measures exclude costs such as corporate overhead and pre-opening expenses, which are essential to support the development and operations of your restaurants.  Understanding that the most directly comparable GAAP measure is Operating Income, please revise the name of these measures so they are not confused with a measure of gross profit or contribution margin.

Response:

We respectfully acknowledge the Staff’s comments and will revise our calculation of Adjusted EBITDA in future filings to not exclude pre-opening rent expense and pre-opening costs.

We will also revise the name of Restaurant-level Contribution and Restaurant-level Contribution Margin to Restaurant-level Operating Profit and Restaurant-level Operating Profit Margin, respectively, and expand our disclosures to address the limitations that these non-GAAP measures exclude costs such as corporate overhead and pre-opening expenses, which are essential to support the development and operations of our restaurants.  A revised form of disclosures we would intend to include in future filings (changes from the prior proposed disclosure previously submitted to the Staff are identified below in bold/underline and deleted text shown as stricken) is as follows:

U.S. Securities and Exchange Commission

June 23, 2020

Page 2

Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Margin Contribution Margin

Restaurant-level Operating Profit Contribution is defined as operating income plus depreciation and amortization; stock-based compensation expense; pre-opening rent expense, pre-opening costs and general and administrative expenses which are considered normal, recurring, cash operating expenses and are essential to support the development and operations of our restaurants necessary to operate our business; non-cash rent expense; asset disposals, closure costs and restaurant impairments; less corporate-level stock-based compensation expense and pre-opening costs recognized within general and administrative expenses. Restaurant-level Operating Profit Contribution margin is defined as Restaurant-level Operating Profit Contribution divided by sales. Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results. We expect Restaurant-level Operating Profit Contribution to increase in proportion to the number of new restaurants we open and our comparable restaurant sales growth.

We present Restaurant-level Operating Profit Contribution because it excludes the impact of general and administrative expenses, which are not incurred at the restaurant-level. We also use Restaurant-level Operating Profit Contribution to measure operating performance and returns from opening new restaurants. Restaurant-level Operating Profit Contribution margin allows us to evaluate the level of Restaurant-level Operating Profit Contribution generated from sales.

However, you should be aware that Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin are financial measures which are not indicative of overall results for the Company, and Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures.

In addition, when evaluating Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin, you should be aware that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin in the same fashion. Restaurant-level Operating Profit Contribution and Restaurant-level Operating Profit Contribution margin have limitations as analytical tools, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

U.S. Securities and Exchange Commission

June 23, 2020

Page 3

Should you have any questions regarding any of the foregoing, please contact me via phone at (657) 333-4040 or via email at K.shinohara@kurausa.com.

We thank the Staff for its time and consideration with respect to this matter.

Respectfully submitted,

Kura Sushi USA, Inc.

By:

/s/ Koji Shinohara

Name:

Koji Shinohara

Title:

Chief Financial Officer

cc:  Aaron Seamon, Squire Patton Boggs (US) LLP

       Hiroki Suyama, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
June 12, 2020
Koji Shinohara
Chief Financial Officer, Treasurer and Secretary
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, California 92614
Re:Kura Sushi USA, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2019
Response dated June 3, 2020
File No. 1-39012
Dear Mr. Shinohara:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K filed November 26, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
EBITDA and Adjusted EBITDA, page 48
1.We reviewed your response to our comment and refer to your presentation of Adjusted
EBITDA.  Considering that pre-opening rent expense and pre-opening costs are normal,
recurring, cash operating expenses necessary to operate your business, we do not believe it
is appropriate to exclude them from your calculation of Adjusted EBITDA.  Please revise
your calculation of Adjusted EBITDA in future filings accordingly.

We also note your response to the presentation of Restaurant-level Contribution and
Restaurant-level Contribution Margin.  Please expand your disclosures to address the
measures’ limitations, including, but not limited to the fact that these non-GAAP
measures exclude costs such as corporate overhead and pre-opening expenses, which are
essential to support the development and operations of your restaurants.  Understanding

 FirstName LastNameKoji Shinohara
 Comapany NameKura Sushi USA, Inc.
 June 12, 2020 Page 2
 FirstName LastName
Koji Shinohara
Kura Sushi USA, Inc.
June 12, 2020
Page 2
that the most directly comparable GAAP measure is Operating Income, please revise the
name of these measures so they are not confused with a measure of gross profit or
contribution margin.
            In closing, 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.
            You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Kura Sushi USA, Inc.

17932 Sky Park Circle Suite H

Irvine, CA 92614

657-333-4100

www.kurasushi.com

June 3, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Kura Sushi USA, Inc.

        Form 10-K for the Fiscal Year Ended August 31, 2019

        Filed November 26, 2019

        File No. 1-39012

Ladies and Gentlemen:

Kura Sushi USA, Inc. (the “Company”) is in receipt of your letter dated May 21, 2020 (the “Letter”) setting forth comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with regard to the above-referenced report as filed with the Commission.  Our response to this comment is set forth below.  For the convenience of the Staff, the comment from the Letter is restated in bold prior to the response to such comment.

Form 10-K filed November 26, 2019

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

EBITDA and Adjusted EBITDA, page 48

1. Please tell us your consideration of the guidance in Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations related to your presentation of Adjusted EBITDA and Restaurant-level Contribution and the exclusion of pre-opening rent expense and pre-opening costs in the calculation of these non-GAAP measures.

Response:

The Company acknowledges the Staff’s comment and has reviewed Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations (“Non-GAAP CD&I’s”).  Pre-opening rent expense includes rent expenses incurred between the date of possession and opening day of our restaurants and pre-opening costs represent labor costs for new employees (trainees) and includes hourly wages, payroll taxes and benefits, travel expenses for trainees and trainers and recruitment fees for the training period. The amount of pre-opening rent expense and pre-opening costs in any given period could vary in amount and frequency as they are driven by the timing and number of new restaurant openings.  Additionally, these costs have no relationship to the ongoing operations of our existing restaurants.  Our growth strategy includes pursuing new restaurant development and we have expanded our restaurant base from eight restaurants in California as of the beginning of fiscal year 2016 to 23 restaurants in five states as of the end of fiscal year 2019.  We opened four restaurants in fiscal year 2018 and six restaurants in fiscal year 2019.  Given our small restaurant unit base and expected increase in unit growth of new restaurants, we believe pre-opening rent expense and pre-opening costs will continue to vary period over period.

As it relates to the guidance in Question 100.01 of the Non-GAAP CD&I’s, we do consider both pre-opening rent expense and pre-opening costs to be normal, recurring, cash operating expenses necessary to operate our business, however, we do not believe excluding these items when presenting Adjusted EBITDA and Restaurant-level Contribution results in a misleading measure of our operating performance.  Our GAAP financial measures, which include pre-opening rent expense and pre-opening costs, can be used to evaluate the Company’s overall financial

U.S. Securities and Exchange Commission

June 3, 2020

Page 2

performance. However, to supplement our GAAP financial measures given the variability of costs associated with new restaurant openings, we provide certain non-GAAP financial measures such as Adjusted EBITDA and Restaurant-level Contribution which excludes pre-opening rent expense and pre-opening costs in the calculation of these non-GAAP financial measures.  We believe these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results as it relates to our existing restaurants.  We also believe these non-GAAP financial measures provide an additional tool for investors to use in comparing the Company’s financial measures with those of peer companies, particularly within the restaurant industry, which may present similar non-GAAP financial measures.

We disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)” of our Form 10-K for the fiscal year ended August 31, 2019, that the reader should be aware when evaluating Adjusted EBITDA and Restaurant-level Contribution as we may in the future incur expenses similar to those excluded when calculating these measures.  However, in future filings we will add additional disclosure to our discussion of non-GAAP measures in MD&A stating that Adjusted EBITDA and Restaurant-level Contribution exclude pre-opening rent expense and pre-opening costs which are considered normal, recurring, cash operating expenses necessary to operate our business, and further qualification that such non-GAAP measures may not provide a complete understanding of operating results of the Company as a whole and should be reviewed in conjunction with our GAAP financial results.  A revised form of disclosures we would intend to include in future filings (changes identified in bold/underline) is as follows:

EBITDA and Adjusted EBITDA

EBITDA is defined as net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus stock-based compensation expense; pre-opening rent expense and pre-opening costs which are considered normal, recurring, cash operating expenses necessary to operate our business; non-cash rent expense and asset disposals, closure costs and restaurant impairments, as well as certain items that are not indicative of core operating results. EBITDA and Adjusted EBITDA are non-GAAP measures which are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that EBITDA and Adjusted EBITDA provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results.  However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results.

We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA and Adjusted EBITDA that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net income to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

U.S. Securities and Exchange Commission

June 3, 2020

Page 3

Restaurant-level Contribution and Restaurant-level Contribution Margin

Restaurant-level Contribution is defined as operating income plus depreciation and amortization; stock-based compensation expense; pre-opening rent expense, pre-opening costs and general and administrative expenses which are considered normal, recurring, cash operating expenses necessary to operate our business; non-cash rent expense; asset disposals, closure costs and restaurant impairments; less corporate-level stock-based compensation expense and pre-opening costs recognized within general and administrative expenses. Restaurant-level Contribution margin is defined as Restaurant-level Contribution divided by sales. Restaurant-level Contribution and Restaurant-level Contribution margin are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that Restaurant-level Contribution and Restaurant-level Contribution margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results.  We expect Restaurant-level Contribution to increase in proportion to the number of new restaurants we open and our comparable restaurant sales growth.

We present Restaurant-level Contribution because it excludes the impact of general and administrative expenses, which are not incurred at the restaurant-level. We also use Restaurant-level Contribution to measure operating performance and returns from opening new restaurants. Restaurant-level Contribution margin allows us to evaluate the level of Restaurant-level Contribution generated from sales.

However, you should be aware that Restaurant-level Contribution and Restaurant-level Contribution margin are financial measures which are not indicative of overall results for the Company, and Restaurant-level Contribution and Restaurant-level Contribution margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures.

In addition, when evaluating Restaurant-level Contribution and Restaurant-level Contribution margin, you should be aware that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Restaurant-level Contribution and Restaurant-level Contribution margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Restaurant-level Contribution and Restaurant-level Contribution margin in the same fashion. Restaurant-level Contribution and Restaurant-level Contribution margin have limitations as analytical tools, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

U.S. Securities and Exchange Commission

June 3, 2020

Page 4

Should you have any questions regarding any of the foregoing, please contact me via phone at (657) 333-4040 or via email at K.shinohara@kurausa.com.

We thank the Staff for its time and consideration with respect to this matter.

Respectfully submitted,

Kura Sushi USA, Inc.

By:

/s/ Koji Shinohara

Name:

Koji Shinohara

Title:

Chief Financial Officer

cc:  Aaron Seamon, Squire Patton Boggs (US) LLP

       Hiroki Suyama, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
May 21, 2020
Koji Shinohara
Chief Financial Officer, Treasurer and Secretary
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, California 92614
Re:Kura Sushi USA, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2019
Filed November 26, 2019
File No. 1-39012
Dear Mr. Shinohara:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K filed November 26, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
EBITDA and Adjusted EBITDA, page 48
1.Please tell us your consideration of the guidance in Question 100.01 of the Non-GAAP
Compliance and Disclosure Interpretations related to your presentation of Adjusted
EBITDA and Restaurant-level Contribution and the exclusion of pre-opening rent expense
and pre-opening costs in the calculation of these non-GAAP measures.
            In closing, 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.
            You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-
3344 with any questions.

 FirstName LastNameKoji Shinohara
 Comapany NameKura Sushi USA, Inc.
 May 21, 2020 Page 2
 FirstName LastName
Koji Shinohara
Kura Sushi USA, Inc.
May 21, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 Squire Patton Boggs (US) LLP

 555 South Flower
Street, 31st Floor

 Los Angeles, CA 90071

O   +1 213 624 2500

 F    +1 213
623 4581

 squirepattonboggs.com

 July 30, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:   J. Nolan McWilliams, Attorney-Advisor

                   John Dana Brown, Attorney-Advisor

                   Beverly Singleton, Staff Accountant

                   Doug Jones, Staff Accountant

Re:
 Kura Sushi USA, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed July 30, 2019

File No. 333-232551

Ladies and Gentlemen:

 On behalf of our client,
Kura Sushi USA, Inc. (the “Company”), we submit this letter in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
received by letter dated July 29, 2019 (the “Letter”), relating to the Company’s Registration Statement on Form S-1 filed with the Commission on July 22, 2019 (the
“Registration Statement”). We are concurrently submitting a revised version of the Registration Statement on Form S-1 (File No. 333-232551)
(“Amendment No. 3”).

 Each of the Staff’s comments contained in the Letter
is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Letter. We have also enclosed with the copy of this letter that is
being transmitted via overnight courier four copies of Amendment No. 3 in paper format, marked to show changes from the Registration Statement filed on July 22, 2019.

Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement filed on
July 22, 2019), all page references herein correspond to a page of Amendment No. 3. Capitalized terms not defined herein have the meanings given to them in Amendment No. 3.

 U.S. Securities and Exchange Commission

 July
30, 2019

  Page
 2

Squire Patton Boggs (US) LLP

 Amended
Form S-1 filed July 22, 2019

 General

1.
 We note your response to our prior comment one and ressiue in part. Please disclose whether these
provisions apply to actions arising under the Securities Act.

 In response to the Staff’s comment, the
Company advises the Staff that it has revised its disclosure on pages 39 and 113 of the prospectus to add disclosure that the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Securities Act
or any other claim for which the federal and state courts have concurrent jurisdiction. The Company further confirms to the Staff that this added disclosure as referenced in the preceding sentence will also be included in future filings by the
Company as part of the Company’s disclosures regarding the exclusive forum provisions in the manner described in our letter dated July 22, 2019.

* * * * *

 We appreciate the
efforts of the Staff and look forward to resolving the above comments as soon as possible. If you have any questions regarding the above, please do not hesitate to contact me at (614) 365-2759
(aaron.seamon@squirepb.com) or Hiroki Suyama at (213) 689-6506 (hiroki.suyama@squirepb.com).

Very truly yours,

/s/ Aaron A. Seamon

Aaron A. Seamon

 Enclosures

cc:
 Koji Shinohara, Chief Financial Officer - Kura Sushi USA, Inc.

Hiroki Suyama, Squire Patton Boggs (US) LLP

Jennifer Carlson, Mayer Brown LLP

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 July 29, 2019

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Kura Sushi USA, Inc.

 Registration Statement on Form S-1

 File No. 333-232551

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Kura Sushi USA, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File
No. 333-232551) of the Registrant (as amended, the “Registration Statement”) be accelerated so that it will be declared effective at 3:00 p.m., Washington D.C. time, on
July 31, 2019 or as soon thereafter as may be practicable.

 The Registrant hereby confirms that it is aware of its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant
respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Squire Patton Boggs (US) LLP, by calling Aaron A. Seamon at (614) 365-2759. The
Registrant hereby authorizes Mr. Seamon to orally modify or withdraw this request for acceleration.

 Please also provide a copy of
the Commission’s order declaring the Registration Statement effective to Mr. Seamon via email to Aaron.Seamon@squirepb.com or facsimile to (614) 365-2499.

KURA SUSHI USA, INC.

By:

/s/ Hajime Uba

Hajime Uba,

Chairman, President and Chief Executive Officer

cc:
 Aaron A. Seamon, Squire Patton Boggs (US) LLP

 Hirkoi Suyama, Squire Patton Boggs (US) LLP

July 29, 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.2 to
Registration Statement on Form S-1
Filed July 22, 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 18, 2019 letter.
Amended Form S-1 Filed July 22, 2019
General
1.We note your response to our prior comment one and reissue in part.  Please disclose
whether these provisions apply to actions arising under the Securities Act.

 FirstName LastNameHajime Uba
 Comapany NameKura Sushi USA, Inc.
 July 29, 2019 Page 2
 FirstName LastName
Hajime Uba
Kura Sushi USA, Inc.
July 29, 2019
Page 2

            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.

CORRESP
1
filename1.htm

CORRESP

 July 29, 2019

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Anne Nguyen Parker, Assistant Director

J. Nolan McWilliams, Attorney-Advisor

 Beverly Singleton, Staff
Accountant

 Doug Jones, Staff Accountant

Re:

 Kura Sushi USA, Inc.

Registration Statement on Form S-1

File No. 333-232551

 Acceleration Request

 Requested Date:

July 31, 2019

 Requested Time:

3:00 p.m. Eastern Time

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the
undersigned, as representatives of the underwriters of the offering (the “Offering”) of shares of Common Stock of Kura Sushi USA, Inc. (the “Company”), hereby join in the Company’s request that the effectiveness of the
Company’s Registration Statement on Form S-1 (File No. 333-232551) become effective on July 31, 2019 at 3:00 p.m., Washington D.C. time, or as soon thereafter as may be practicable.

Pursuant to Rule 460 under the Act, the undersigned, as representatives of the underwriters, wish to advise you that we have carried out the
following distribution of the Company’s preliminary prospectus, dated July 22, 2019:

i.
 Dates of distribution: July 22, 2019 through the date hereof

ii.
 Number of prospective underwriters to which the preliminary prospectus was furnished: five

iii.
 Number of preliminary prospectuses furnished to investors: approximately 600

iv.
 Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel,
and underwriters’ counsel: approximately 50

 The undersigned advise that they have complied and will continue to
comply, and that they have been informed by the participating underwriters that they have complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of page intentionally left blank]

 Very truly yours,

BMO Capital Markets Corp.

 Stephens Inc.

as Representatives of the several Underwriters

BMO Capital Markets Corp.

By:

/s/ Zach Dombrowski

Name:

Zach Dombrowski

Title:

Vice President

Stephens Inc.

By:

/s/ Sarah Campbell

Name:

Sarah Campbell

Title:

Managing Director

CORRESP
1
filename1.htm

CORRESP

 Squire Patton Boggs (US) LLP

555 South Flower Street, 31st Floor

Los Angeles, CA 90071

O +1 213 624 2500

 F +1 213 623 4581

squirepattonboggs.com

 July 22, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 J. Nolan McWilliams, Attorney-Advisor

 John Dana Brown, Attorney-Advisor

 Beverly Singleton, Staff Accountant

 Doug Jones, Staff Accountant

Re:
 Kura Sushi USA, Inc.

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

 Filed July 22, 2019

 File No. 333-232551

Ladies and Gentlemen:

 On behalf of our client,
Kura Sushi USA, Inc. (the “Company”), we submit this letter in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
received by letter dated July 18, 2019 (the “Letter”), relating to the Company’s Registration Statement on Form S-1 filed with the Commission on July 16, 2019 (the
“Registration Statement”). We are concurrently submitting a revised version of the Registration Statement on Form S-1 (File No. 333-232551)
(“Amendment No. 2”).

 Each of the Staff’s comments contained in the Letter
is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Letter. We have also enclosed with the copy of this letter that is
being transmitted via overnight courier four copies of Amendment No. 2 in paper format, marked to show changes from the Registration Statement filed on July 16, 2019.

Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement filed on
July 16, 2019), all page references herein correspond to a page of Amendment No. 2. Capitalized terms not defined herein have the meanings given to them in Amendment No. 2.

U.S. Securities and Exchange Commission

Squire Patton Boggs (US) LLP

July 22, 2019

 Page
 2

 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 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.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 39 of the prospectus to add
additional risk factor disclosure with regard to these provisions, as well as describing the provisions on pages 112 and 113 of the prospectus. In addition, the Company advises the Staff that it will include similar language in future filings.
For example, the Company will include such language in the risk factors that it will include in each annual report on Form 10-K (irrespective of any exemptions which may be available to the Company).
Furthermore, the Company will include the related disclosure on pages 112 and 113 in all future filings that call for disclosure under Item 202 of Regulation S-K. The Company believes that by adding these
disclosures to its future filings, investors will be informed regarding the effect of these provisions and how they apply to actions arising under the Securities Act or Exchange Act.

* * * * *

U.S. Securities and Exchange Commission

Squire Patton Boggs (US) LLP

July 22, 2019

 Page
 3

 We appreciate the efforts of the Staff and look forward to resolving the above comments as
soon as possible. If you have any questions regarding the above, please do not hesitate to contact me at (614) 365-2759 (aaron.seamon@squirepb.com) or Hiroki Suyama at (213)
689-6506 (hiroki.suyama@squirepb.com).

Very truly yours,

/s/ Aaron A. Seamon

Aaron A. Seamon

 Enclosures

cc:
 Koji Shinohara, Chief Financial Officer - Kura Sushi USA, Inc.

 Hiroki Suyama, Squire Patton Boggs (US) LLP

 Jennifer Carlson, Mayer Brown LLP

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.

CORRESP
1
filename1.htm

CORRESP

 July 16, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 J. Nolan McWilliams, Attorney-Advisor

 John Dana Brown, Attorney-Advisor

 Beverly Singleton, Staff Accountant

 Doug Jones, Staff Accountant

Re:
 Kura Sushi USA, Inc.

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

 Filed July 16, 2019

 File No. 333-232551

Ladies and Gentlemen:

 On behalf of our client,
Kura Sushi USA, Inc. (the “Company”), we submit this letter in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
received by letter dated July 11, 2019 (the “Letter”), relating to the Company’s Registration Statement on Form S-1 filed with the Commission on July 3, 2019 (the
“Registration Statement”). We are concurrently submitting a revised version of the Registration Statement on Form S-1 (File No. 333-232551)
(“Amendment No. 1”).

 Each of the Staff’s comments contained in the Letter
is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Letter. We have also enclosed with the copy of this letter that is
being transmitted via overnight courier four copies of Amendment No. 1 in paper format, marked to show changes from the Registration Statement filed on July 3, 2019.

Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement filed on
July 3, 2019), all page references herein correspond to a page of Amendment No. 1. Capitalized terms not defined herein have the meanings given to them in Amendment No. 1.

 47 Offices in 20
Countries

 Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs which operates worldwide through a number of
separate legal entities.

 Please visit squirepattonboggs.com for more information.

 U.S. Securities and Exchange Commission

July 16, 2019

 Page 2

Squire Patton Boggs (US) LLP

 Form S-1

 Summary Historical Financial and Operating Data, page 12

1.
 Refer to the section of Key Financial and Operational Metrics on pages 13 and 50, and also the average
unit volumes data on page 59 of MD&A. Please include or advise why no average unit volumes data have been included for the nine months ended May 31, 2018 and 2019. We note you have included other financial and operating metrics for the
comparative interim periods.

 The Company respectfully acknowledges the Staff’s comment. The Company
advises the Staff that it has revised the corresponding disclosure on pages 13, 50 and 59 accordingly, and all similar disclosures throughout the prospectus, by clarifying the definition of Average Unit Volumes to state that it is calculated
only on a fiscal year basis and, therefore, Average Unit Volumes is not shown in the prospectus on an interim basis. The Company has also revised the presentation of Key Financial and Operational Metrics on pages 13 and 50 by replacing the
dashes with N/A where values for Average Unit Volumes would be shown on an interim basis for the nine-months ended May 31, 2018 and 2019.

Dilution, page 47

2.
 We note your computation of net tangible book value at May 31, 2019 of $18.8 million appears to
exclude deferred tax assets. Please disclose how you determined your net tangible book value.

 In response to
the Staff’s comment, the Company has revised the corresponding disclosure on page 47 accordingly by disclosing that the Company defines total tangible assets as total assets less intangible assets (including deferred tax assets and
deferred offering costs).

 * * * * *

 U.S. Securities and Exchange Commission

July 16, 2019

 Page 3

Squire Patton Boggs (US) LLP

We appreciate the efforts of the Staff and look forward to resolving the above comments as soon as possible. If you have any questions
regarding the above, please do not hesitate to contact me at (614) 365-2759 (aaron.seamon@squirepb.com) or Hiroki Suyama at (213) 689-6506 (hiroki.suyama@squirepb.com).

 Very truly yours,

 /s/ Aaron A. Seamon

 Aaron A. Seamon

 Enclosures

cc:
 Koji Shinohara, Chief Financial Officer – Kura Sushi USA, Inc.

 Hiroki Suyama, Squire Patton Boggs (US) LLP

 Jennifer Carlson, Mayer Brown LLP

CORRESP
1
filename1.htm

CORRESP

 Squire Patton Boggs (US) LLP

555 South Flower Street, 31st Floor

Los Angeles, CA 90071

O   +1 213 624 2500

F    +1 213 623 4581

squirepattonboggs.com

 CONFIDENTIAL TREATMENT REQUESTED BY KURA SUSHI USA, INC.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

July 15, 2019

 VIA EDGAR AND OVERNIGHT
DELIVERY

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

J. Nolan McWilliams, Attorney-Advisor

John Dana Brown, Attorney-Advisor

Beverly Singleton, Staff Accountant

Doug Jones, Staff Accountant

Re:
 Kura Sushi USA, Inc.

Registration Statement on Form S-1 and subsequent amendments

File No. 333-232551

Ladies and Gentlemen:

 On behalf of Kura Sushi
USA, Inc. (the “Company”), we hereby submit the proposed bona fide price range pursuant to Item 501(b)(3) of Regulation S-K for its initial public offering (the “IPO”). The Company intends
to include this price range in a subsequent amendment to the Company’s Registration Statement on Form S-1 (File No. 333-232551) (the “Registration
Statement”). The provided terms are a bona fide estimate of the range of the minimum and maximum offering price per share based on current market information. Should the bona fide estimates of these terms change, the figures presented in a
subsequent amendment to the Registration Statement may increase, decrease or narrow accordingly.

 The Company expects to have a price
range of $[***] to $[***] per share for the IPO (assuming an expected 1-for-2 reverse stock split). The Company seeks confirmation from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) Division of Corporation Finance that it may launch its IPO with the price range specified herein and include such price range in a subsequent amendment to the Registration
Statement, to be filed with the Commission on or about [***], 2019.

 47 Offices in 20 Countries

Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs which operates worldwide through a number of separate legal
entities.

 Please visit squirepattonboggs.com for more information.

 U.S. Securities and Exchange Commission

 July
15, 2019

 Page 2

Squire Patton Boggs (US) LLP

 Because of the commercially sensitive nature of the information contained herein, the Company
has also submitted a request for confidential treatment of selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment
request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

 * * * * *

Please advise us if we can provide any further information to facilitate your review. Please direct any questions or comments regarding this
letter to me at (614) 365-2759 (aaron.seamon@squirepb.com) or Hiroki Suyama at (213) 689-6506 (hiroki.suyama@squirepb.com).

Very truly yours,

/s/ Aaron A. Seamon

Aaron A. Seamon

 Enclosures

cc:
 Koji Shinohara, Chief Financial Officer - Kura Sushi USA, Inc.

Hiroki Suyama, Squire Patton Boggs (US) LLP

Jennifer Carlson, Mayer Brown LLP

July 11, 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.
Registration Statement on Form S-1
Filed July 3, 2019
File No. 333-232551
Dear Mr. Uba:
            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
Summary Historical Financial and Operating Data, page 12
1.Refer to the section of Key Financial and Operational Metrics on pages 13 and 50, and
also the average unit volumes data on page 59 of MD&A.  Please include or advise why
no average unit volumes data have been included for the nine months ended May 31, 2018
and 2019.  We note you have included other financial and operating metrics for the
comparative interim periods.
Dilution, page 47
2.We note your computation of net tangible book value at May 31, 2019 of $18.8 million
appears to exclude deferred tax assets.  Please disclose how you determined your net
tangible book value.

 FirstName LastNameHajime Uba
 Comapany NameKura Sushi USA, Inc.
 July 11, 2019 Page 2
 FirstName LastName
Hajime Uba
Kura Sushi USA, Inc.
July 11, 2019
Page 2
            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 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

June 4, 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
Draft Registration Statement on Form S-1
Submitted May 17, 2019
CIK No. 0001772177
Dear Mr. Uba:
            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.
Amended Draft Registration Statement on Form S-1
Summary Historical Financial and Operating Data
Key Financial and Operational Metrics, page 13
1.Please present with equal or greater prominence the comparable GAAP margin to the non-
GAAP measure "restaurant-level contribution margin" presented on pages 13, 50 and 57.
Business Trends, page 54
2.Refer to your response to comment 10.  Please disclose the “honeymoon period” for
restaurant openings in fiscal year 2018 and, to the extent material, discuss any differences
in the trends evidenced in 2018 compared to 2017.  In this regard, we note your

 FirstName LastNameHajime Uba
 Comapany NameKura Sushi USA, Inc.
 June 4, 2019 Page 2
 FirstName LastName
Hajime Uba
Kura Sushi USA, Inc.
June 4, 2019
Page 2
disclosures that the “honeymoon” period for your three restaurant openings in fiscal year
2017 ranged up to six months.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparable Restaurant Sales Growth, page 58
3.Refer to your response to comment 10 and your revised disclosure on page 60.  We note
that one and two restaurants underwent renovations in fiscal years 2018 and 2017,
respectively. Please explain how the decline in comparable restaurant sales growth from
fiscal year 2017 to fiscal year 2018 is primarily due to the increase in sales after a
restaurant reopens from temporary closure for renovation.  To the extent this is because
reopened restaurants similarly experience a “honeymoon period,” clarify this and discuss
the extent to which there is a material difference in the honeymoon period for a renovated
restaurant compared to a newly opened restaurant.
Results of Operations
Six Months Ended February 28, 2019 Compared to Six Months Ended February 28, 2018, page
61
4.Please consider including a summary explanation for the reason for the operating loss
incurred in the most recent interim period so that investors may have a better
understanding of the trend of your results.  Refer to Item 303 of Regulation S-K and
Release No. 33-8350 for guidance.
February 28, 2019 Unaudited Interim Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Recently Adopted Accounting Pronouncements, page F-29
5.Refer to your disclosure of the adoption of ASC 606, Revenue from Contracts with
Customers.  Please disclose, if true, you adopted the standard using the modified
retrospective approach, as expected in your disclosure on page F-13.  Ensure you address
all aspects of your adoption as specified in ASC 606-10-65-1, particularly paragraphs d.2,
h and i, as appropriate.  For example, if applicable, disclose the modified retrospective
approach allows the standard to be applied retrospectively through a cumulative catch up
adjustment recognized upon adoption (and the amount of such), with comparative
financial statement information not restated and reported under the accounting standards
in effect for those periods.

 FirstName LastNameHajime Uba
 Comapany NameKura Sushi USA, Inc.
 June 4, 2019 Page 3
 FirstName LastName
Hajime Uba
Kura Sushi USA, Inc.
June 4, 2019
Page 3
            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 Anne Nguyen Parker, Assistant Director, at (202) 551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Aaron Seamon

May 2, 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.
Draft Registration Statement on Form S-1
Submitted April 5, 2019
CIK No. 0001772177
Dear Mr. Uba:
            We have reviewed your 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 on Form S-1
Additional Financial Measures and Other Data, page iv
1.As cash-on-cash return includes in its computation the non-GAAP measure of
"Restaurant-level Adjusted EBITDA," it appears it is a non-GAAP financial measure that
should be described as such.  Please revise your disclosure as appropriate.  Also, provide
with equal or greater prominence the most directly comparable GAAP measure.
Reference is made to Item 10(e)(1)(i)(A) and (2) of Regulation S-K.
2.You state in the last paragraph that “cash-on-cash return” is a widely used metric in the
restaurant industry.  To the extent your calculation of this metric differs from that
commonly used in the industry, please explain these differences here as well as any
material underlying assumptions.  Also address specific limitations on comparability, such

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 Comapany NameKura Sushi USA, Inc.
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Hajime Uba
Kura Sushi USA, Inc.
May 2, 2019
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as the number of restaurants included in a particular period or the fact that all of your
locations are leased.
Prospectus Summary
Overview of Kura Shushi USA, page 1
3.Refer to the fourth paragraph following the bar graph on page 2.  Please substantiate that
your cash-on-cash return for fiscal year 2017 restaurant openings “is among the highest of
publicly listed casual dining companies.”
Our Strengths, page 2
4.On page 4 and where ever else presented please disclose with equal or greater prominence
the comparable GAAP measure to the non-GAAP measure "restaurant-level adjusted
EBITDA margin" pursuant to Item 10(e)(1)(i)(A) of Regulation S-K.
Summary Historical Financial and Operating Data
Key Financial and Operational Metrics, page 12
5.On page 15 you present a reconciliation of the non-GAAP measure "restaurant-level
adjusted EBITDA" that is ultimately reconciled to consolidated net income.  It appears
this measure is not indicative of overall company performance and profitability in that this
measure does not accrue directly to the benefit of shareholders due to the nature of the
costs excluded, such as depreciation and amortization, general and administrative,
preopening costs/rent expense and non-cash rent expense.  It appears the reconciliation of
this measure should begin with your most directly comparable GAAP measure, such as
“operating income” reported in your statement of earnings.  Such a reconciliation appears
to be more representative of a restaurant level contribution to your results, rather than to
net income which is an overall company measure.  Please revise your presentation
accordingly.
Risks Related to Ownership of Our Class A Common Stock
There may be an adverse effect on the value and liquidity of our Class A common stock, page 34
6.Please clarify that future issuances of Class B common stock may be dilutive to Class A
stockholders.
Risks Related to Our Organizational Structure
We are controlled by Kura Corporation, whose interests may differ from those of our other
stockholders, page 37
7.Please place these risks in context by disclosing the percentage of outstanding shares that
Kura Corporation must keep to continue effectively to control the outcome of matters
submitted to stockholders.

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 Comapany NameKura Sushi USA, Inc.
 May 2, 2019 Page 3
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Hajime Uba
Kura Sushi USA, Inc.
May 2, 2019
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The corporate opportunity provisions in our amended and restated certificate of incorporation
could enable Kura Corporation to benefit, page 39
8.Please put this risk factor into context by disclosing the number or percentage of your
officers and directors who fit into each of the three categories in bullet point in this risk
factor.
Capitalization , page 43
9.Please revise to exclude the amount of cash and cash equivalents from the amount of
"total capitalization."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 51
10.Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on revenue or results of
operations.  We note by way of example that your discussion of “honeymoon period” and
cash-on-cash return appears limited to the three restaurants opened in fiscal year 2017.
Also address the reasons for the variance in comparable restaurant sales growth
percentage.  Refer to Item 303(a) of Regulation S-K and Section III.B.3. of Release No.
33-8350.
Business, page 65
11.We note your statement in several places in the document that you believe you have an
opportunity to grow your restaurant base to over 290 restaurants in the United States.
Please clarify the time period by which you expect you might grow to over 290
restaurants.  In this regard, we note that you have added three to four restaurants each year
between 2015 and today, with a total of 21 restaurants open currently.
Management, page 81
12.Please provide the disclosure required by Item 407(c) of Regulation S-K, including
whether you consider diversity in identifying nominees for director and whether you have
a policy with regard to consideration of diversity in identifying director nominees. If so,
describe how this policy is implemented and how the board assesses its effectiveness.
 Refer to Item 407(c)(2)(vi) of Regulation S-K and, for guidance, Regulation S-K
Compliance and Disclosure Interpretation 116.11.
Description of Capital Stock
Class B Common Stock, page 97
13.Please clarify whether there are any “sunset” provisions that limit the lifespan of the Class
B common stock or would require conversion other than as described on page 98.

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 Comapany NameKura Sushi USA, Inc.
 May 2, 2019 Page 4
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Hajime Uba
Kura Sushi USA, Inc.
May 2, 2019
Page 4
Index to Financial Statements, page F-1
14.Please update the financial statements included in the filing pursuant to Rule 3-12 or Rule
8-08 of Regulation S-X, as appropriate.  In connection with this, update all financial
information throughout the filing as appropriate to include the latest period presented in
the filing.
            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 Anne Nguyen Parker, Assistant Director, at (202) 551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Aaron Seamon