SecProbe.io

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 April 1, 2025

Jedidiah Gold
Chief Financial Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, AZ 85705

 Re: Mister Car Wash, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2023
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40542
Dear Jedidiah Gold:

 We have completed our review of your filings. 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
</TEXT>
</DOCUMENT>

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   March 14, 2025   VIA EDGAR   Angela Lumley and Suying Li Division of Corporate Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549     Re: Mister Car Wash Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K dated October 30, 2024 File No. 001-40542     Dear Mses. Lumley and Li:   This letter responds to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“Commission”) in regard to disclosures within the Form 10-K for the Fiscal Year Ended December 31, 2023 and Form 8-K dated October 30, 2024 filed by Mister Car Wash, Inc. (the “Company”, “we” or “our”).   The Company’s responses to the comments presented in the Comment Letter are set forth below the full text of the Staff’s respective comment.   Form 10-K for the Fiscal Year Ended December 31, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators Adjusted EBITA and Adjusted EBITA Margin, page 26     1. Comment: Your reconciliations for Adjusted EBITDA and Adjusted EBITDA Margin disclosed in this section, and reconciliations for Adjusted net income and Adjusted earnings per diluted share disclosed in your Item 2.02 Form 8-K dated October 30, 2024 include a non-GAAP adjustment for net-cash rent expense. Please tell us how you determined that removing the effects of non-cash rent expense in arriving at these non-GAAP financial measures does not substitute individually-tailored recognition and measurement methods for GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. This comment also applies to other filings in which these non-GAAP financial measures are presented. Mister Car Wash, Inc.  222 E. 5 th Street  Tucson, AZ 85705 mistercarwash.com

   Company Response: In response to the Staff’s comment, we respectfully advise the Staff that we regularly assess our use of Non-GAAP financial measures. The Company respectfully advises the Staff that the Company (i) presents in its consolidated financial statements information prepared in accordance with U.S. GAAP relating to the Company’s net income (loss), (ii) provides detailed MD&A narrative and tabular disclosure regarding the Company’s net income (loss), in accordance with the SEC’s guidance, and (iii) presents the reconciliations of the Adjusted net income and Adjusted EBITDA to net income, the most comparable U.S. GAAP measure. In light of the Staff’s comment, with respect to Adjusted Net Income and Adjusted earnings per diluted share we propose that in all future filings, beginning with the earnings release and Form 10-Q filing for the first quarter of fiscal 2025, the Company will discontinue including adjustments for “non-cash rent expense” from Adjusted Net Income and Adjusted earnings per diluted share and will also conform the presentation of prior comparative periods to reflect the revised presentation of Adjusted Net Income and Adjusted earnings per diluted share. The adjustments, including the adjustment for non-cash rent expense, to arrive at Adjusted EBITDA and Adjusted EBITDA Margin, which we use as a performance measure, are made to provide additional transparency into the Company’s operating performance. The Company has considered the guidance in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI”), SEC Regulation S-K Item 10(e), and Regulation G, and respectfully advises the Staff that it believes that this adjustment is not inconsistent with the non-GAAP disclosure framework for the reasons discussed herein. The Company believes that the adjustment for non-cash operating lease costs in Adjusted EBITDA and Adjusted EBITDA Margin assists management, lenders, investors, and analysts in assessing the performance of the Company and is consistent with our lending agreements. The Company respectfully advises the Staff that, for the reasons described in more detail below, it believes that removing the non-cash portion of operating lease rent expense as an adjustment to Adjusted EBITDA and Adjusted EBITDA Margin is useful to investors in evaluating the Company’s performance on a period-to-period basis. The non-cash rent expense removed from Adjusted EBITDA and Adjusted EBITDA Margin relates to operating lease agreements with initial lease terms of 15 to 20 years. These agreements contain escalation clauses that result in higher cash operating lease costs in the later periods of the term as opposed to at inception; however, the associated operating lease cost is recognized in the Company’s statements of operations based on a straight-line calculation over the life of the agreements. Accordingly, adjustments for non-cash rent expenses associated with operating leases increase Adjusted EBITDA and Adjusted EBITDA Margin typically in the first half of these agreements is positive and in the second half of the agreement the trend reverses and will be negative adjustments as the cash operating lease cost will exceed straight-line operating lease cost. Management will present this adjustment consistently for all periods regardless of whether it is beneficial to Adjusted EBITDA and Adjusted EBITDA Margin or not, which we believe complies with C&DI Question 100.02. Mister Car Wash, Inc.  222 E. 5 th Street  Tucson, AZ 85705 mistercarwash.com

   The long-term nature of the location leases creates a material item for investors to understand when relying upon the Company’s financial statements. Management has historically used Adjusted EBITDA and Adjusted EBITDA Margin, adjusted for the non-cash portion of rent expense, when assessing the Company’s performance. Therefore, if the Company does not adjust for the non-cash portion of rent expenses, investors would be using different information to evaluate the performance of the business and could be left with a suboptimal picture of the business’ ability to generate income in excess of cash operating costs. Although the straight-line recognition under ASC 842 reduces variability in the amount of operating lease costs over the term of the agreements, the Company understands that investors focus on the Company’s actual economic operating lease costs over a shorter period of time, such as one or more reporting periods as an incremental data point to the presentation required by ASC 842. The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin, which is a core measure of the Company’s ongoing operating performance, supplements the investors’ understanding of its operating performance by excluding the non-cash rent portion of operating lease cost, which is not indicative of the Company’s actual operating lease expense structure as it exists over the reporting period being evaluated by investors. The Company believes that the adjustment for non-cash rent expense in Adjusted EBITDA and Adjusted EBITDA Margin will not be used in isolation by investors, but rather, similar to the other non-cash adjustments within the reconciliation of Adjusted EBITDA will supplement the Company’s financial statement disclosures and management’s discussion and analysis of financial condition and results of operations. Finally, the Company believes that providing this incremental disclosure will also be helpful to investors in future years. When the adjustment to Adjusted EBITDA and Adjusted EBITDA Margin turns neutral or negative, investors will have a more complete understanding of the inflationary impact associated with contractual increases in operating lease costs. 2. Comment: You discuss Adjusted EBITDA and Adjusted EBITDA Margin in the paragraph above the non-GAAP measure reconciliation on page 27 without discussing their most directly comparable GAAP measures, net income (loss) and net income (loss) margin, with equal or greater prominence. Please revise your disclosure accordingly. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.   Response: The Company respectfully acknowledges the Staff’s comment and will revise its future filings such that the comparable GAAP financial measures will be discussed with equal or greater prominence to any non-GAAP measures.       Mister Car Wash, Inc.  222 E. 5 th Street  Tucson, AZ 85705 mistercarwash.com

   If you have any questions regarding the foregoing, please do not hesitate to contact me or jgold@mistercarwash.com.

 Very truly yours,

 /s/ Jedidiah Gold

 Jedidiah Gold Chief Financial Officer

       cc: Bryan Brown, Jones Day bkbrown@jonesday.com Justin McKithen, Jones Day jmckithen@jonesday.com Mister Car Wash, Inc.  222 E. 5 th Street  Tucson, AZ 85705 mistercarwash.com

January 22, 2025
Jedidiah Gold
Chief Financial Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, AZ 85705
Re:Mister Car Wash, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 2.02 Form 8-K Dated October 30, 2024
File No. 001-40542
Dear Jedidiah Gold:
            We issued comments to you on the above captioned filings on December 13, 2024. As
of the date of this letter, these comments remain outstanding and unresolved. We expect you
to provide a complete, substantive response to these comments by February 5, 2025.
            If you do not respond, we will, consistent with our obligations under the federal
securities laws, decide how we will seek to resolve material outstanding comments and
complete our review of your filings and your disclosure. Among other things, we may decide
to release publicly, through the agency's EDGAR system, all correspondence, including this
letter, relating to the review of your filings, consistent with the staff's decision to publicly
release comment and response letters relating to disclosure filings it has reviewed.
            Please contact Angela Lumley at 202-551-3398 or Suying Li at 202-551-3335 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 13, 2024
Jedidiah Gold
Chief Financial Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, AZ 85705
Re:Mister Car Wash, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 2.02 Form 8-K Dated October 30, 2024
File No. 001-40542
Dear Jedidiah Gold:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators
Adjusted EBITDA and Adjusted EBITDA Margin, page 26
1.Your reconciliations for Adjusted EBITDA and Adjusted EBITDA Margin disclosed
in this section, and reconciliations for Adjusted net income and Adjusted earnings per
diluted share disclosed in your Item 2.02 Form 8-K dated October 30, 2024 include a
non-GAAP adjustment for net-cash rent expense. Please tell us how you determined
that removing the effects of non-cash rent expense in arriving at these non-GAAP
financial measures does not substitute individually-tailored recognition and
measurement methods for GAAP.  Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations. This comment also
applies to other filings in which these non-GAAP financial measures are presented.
You discuss Adjusted EBITDA and Adjusted EBITDA Margin in the paragraph
above the non-GAAP measure reconciliation on page 27 without discussing their most 2.

December 13, 2024
Page 2
directly comparable GAAP measures, net income (loss) and net income (loss) margin,
with equal or greater prominence. Please revise your disclosure accordingly. Refer
to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
            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 Angela Lumley at 202-551-3398 or Suying Li at 202-551-3335 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 July 27, 2021

Via EDGAR Transmission

 Division of Corporation
Finance

 United States Securities and Exchange Commission

Office of Trade & Services

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Jacqueline Kaufman

Re:
 Mister Car Wash, Inc.

Registration Statement on Form S-1

Filed July 27, 2021

Registration No. 333-258186

Dear Ms. Kaufman:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
July 29, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Mister Car Wash, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Drew
Capurro of Latham & Watkins LLP, counsel to the Company, at (714) 755-8008, or in his absence, Benjamin Cohen at (212) 906-1623, to provide notice of
effectiveness, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 MISTER CAR WASH, INC.

/s/ Jedidiah Gold

 Name: Jedidiah Gold

 Title:  Chief
Financial Officer

cc:
 Greg Rodgers, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

Drew Capurro, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
July 27, 2021
Jedidiah Gold
Chief Financial Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, Arizona 85705
Re:Mister Car Wash, Inc.
Draft Registration Statement on Form S-1
Filed July 21, 2021
File No. 377-05227
Dear Mr. Gold:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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

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 June 22, 2021

Via EDGAR Transmission

 Division of Corporation
Finance

 United States Securities and Exchange Commission

Office of Trade & Services

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Katherine Bagley; Lilyanna Peyser

 Re:     Mister Car Wash, Inc.

Registration Statement on Form S-1

Filed June 2, 2021

Registration No. 333-256697

Dear Ms. Bagley or Ms. Peyser:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective on June 24, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Endeavor Group Holdings, Inc. (the “Company”) or its counsel may request via telephone call to the
staff. Please contact Drew Capurro of Latham & Watkins LLP, counsel to the Company, at (714) 755-8008, or in his absence, Benjamin Cohen at (212) 906-1623, to
provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Very truly yours,

MISTER CAR WASH, INC.

/s/ Jedidiah Gold

 Name: Jedidiah Gold

 Title: Chief Financial
Officer

 cc:     Greg Rodgers, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

Drew Capurro, Esq., Latham & Watkins LLP

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 BOFA SECURITIES, INC.

ONE BRYANT PARK

 NEW YORK, NEW YORK
10036

 MORGAN STANLEY & CO. LLC

1585 BROADWAY

 NEW YORK, NEW YORK
10036

 GOLDMAN SACHS & CO. LLC

200 WEST STREET,

 NEW YORK, NEW YORK
10282

 JEFFERIES LLC

520 MADISON AVENUE

NEW YORK, NEW YORK 10022

 June 22, 2021

 Via
EDGAR Transmission

 Division of Corporation Finance

United States Securities and Exchange Commission

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Katherine Bagley; Lilyanna Peyser

Re:      Mister Car Wash, Inc.

Registration Statement on Form S-1

Filed June 2, 2021

Registration No. 333-256697

Dear Ms. Bagley or Ms. Peyser:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Mister Car Wash, Inc. (the “Company”) for the
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on June 24, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Company or its
outside counsel, Latham & Watkins LLP, may request via telephone call to the staff.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that approximately 2,800 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 17, 2021
through the date hereof, to prospective underwriters, institutions, dealers and others.

 We, the undersigned, as representatives 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.

 Thank you for your assistance in this matter.

[Signature pages follow]

Very truly yours,

Acting severally on behalf of themselves and the several underwriters

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Jefferies LLC

BofA Securities, Inc.

By:

 /s/ Ravi Mani

Name: Ravi Mani

Title:   Managing Director

Very truly yours,

Acting severally on behalf of themselves and the several underwriters

 BofA Securities, Inc.

Morgan Stanley & Co. LLC

 Goldman
Sachs & Co. LLC

 Jefferies LLC

Morgan Stanley & Co. LLC

By:

/s/ Josh Kamboj

 Name:

Josh Kamboj

 Title:

Vice President

Very truly yours,

Acting severally on behalf of themselves and the several underwriters

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Jefferies LLC

Goldman Sachs & Co. LLC

By:

/s/ William Kallop

Name:

William Kallop

Title:

Managing Director

Very truly yours,

Acting severally on behalf of themselves and the several underwriters

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Jefferies LLC

Jefferies LLC

By:

/s/ Mike Bauer

 Name:

Mike Bauer

 Title:

Managing Director

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1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

June 17, 2021

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 VIA EDGAR

Division of Corporation Finance

 Office of Trade &
Services

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Katherine Bagley; Lilyanna Peyser

Re:
 Mister Car Wash, Inc.

 Registration Statement on Form S-1

 Filed June 2, 2021

 File No. 333-256697

Dear Ms. Bagley or Ms. Peyser:

 On
behalf of Mister Car Wash, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated June 3, 2021 with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). This letter is being submitted
together with an Amendment No. 1 to the Registration Statement, which has been revised to address the Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed
by the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 June 17, 2021

 Page
 2

 Registration Statement on Form S-1 filed June 2, 2021

 Cover Page

1.
 We note that you have removed disclosure from your cover page related to LGP’s postoffering holdings
and control of your corporate decisions. However, it appears that LGP will still own a “significant percentage” of your common stock upon completion of your offering. Therefore, please amend the disclosure on your cover page to disclose
that LGP owns and will own a significant percentage of your common stock after this offering, and disclose the significant percentage. Also, please disclose that LGP will have control of your corporate decisions and that, even if LGP owns less than
a majority of your common shares, it will be entitled to nominate a certain number of directors pursuant to your Stockholders Agreement, as you disclose in your amended risk factor on page 31.

Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Registration
Statement accordingly.

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

Results of Operations for the Three Months Ended March 31, 2020 and 2021

Cost of Labor and Chemicals, page 57

2.
 We note your revised discussion on the changes in Cost of Labor and Chemicals no longer includes the changes
resulting from the redesign of your labor model and the shift from interior cleaning services to express exterior cleaning services pursuant to Comment 18 in our comment letter dated April 30, 2021. Please advise.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 58 of the Registration Statement
accordingly.

 *    *     *

We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as
possible. Please do not hesitate to contact me at 714-755-8008 with any questions or further comments you may have regarding this filing or if you wish to discuss the
above.

Sincerely,

/s/ Drew Capurro

Drew Capurro

of LATHAM & WATKINS LLP

 Enclosures

 cc: (via e-mail)

 John Lai, Chief Executive Officer, Mister Car Wash, Inc.

Jedidiah Gold, Chief Financial Officer, Mister Car Wash, Inc.

 June 17, 2021

 Page
 3

 Lisa Bossard Funk, General Counsel, Mister Car Wash, Inc.

Gregory P. Rodgers, Latham & Watkins LLP

 Benjamin J.
Cohen, Latham & Watkins LLP

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 1271 Avenue of the Americas

 New
York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 June 10, 2021

 VIA
EDGAR AND SECURE TRANSFER

 MISTER CAR WASH, INC. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF THIS LETTER, WHICH WERE
REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR, UNDER RULE 83 OF THE SEC’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION OF
CORPORATION FINANCE.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Katherine Bagley

Lilyanna Peyser

 Robert Shapiro

 Theresa Brillant

Re:
 Mister Car Wash, Inc.

Registration Statement on Form S-1 (File No.: 333-256697)

 Ladies and Gentlemen:

 On behalf of
Mister Car Wash, Inc. (the “Company”), we hereby submit a preliminary price range in connection with the Company’s proposed initial public offering (the “IPO”). The Company intends to include the proposed bona
fide price range required pursuant to Item 501(b)(3) of Regulation S-K in a subsequent amendment to the Company’s Registration Statement on Form S-1 (File No. 333-256697) (the “Registration Statement”), which price range the Company expects will be within the range provided below. The provided terms are the Company’s current estimate of the
public offering price based on current market information, and before giving effect to a forward stock split the Company expects to effect in connection with the IPO. The Company expects to file an amendment to the Registration Statement with the
bona fide price range required pursuant to Item 501(b)(3) of Regulation S-K on or about [***].

 June 10, 2021

Page 2

 The Company expects to have a bona fide price range required pursuant to Item 501(b)(3) of
Regulation S-K within the preliminary price range of $[***] to $[***] per share (before giving effect to a forward stock split the Company expects to effect prior to the amendment to the Registration Statement
that will include such price range). Based on the midpoint of the price range set forth above, it is currently anticipated that the Company and selling stockholders will sell shares in the IPO with an aggregate value of approximately $[***] ($[***]
inclusive of the underwriters’ option to purchase additional shares).

 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 Commissions’ 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 Drew Capurro at (714) 755-8008.

Very truly yours,

 /s/ Drew Capurro

Drew Capurro of LATHAM & WATKINS LLP

cc:
 (via email)

Jedidiah Gold, Chief Financial Officer, Mister Car Wash, Inc.

Lisa Bossard Funk, General Counsel, Mister Car Wash, Inc.

Gregory P. Rodgers, Latham & Watkins LLP

Benjamin J. Cohen, Latham & Watkins LLP

William B. Brentani, Simpson Thacher & Bartlett LLP

David W. Azarkh, Simpson Thacher & Bartlett LLP

 2

United States securities and exchange commission logo
June 3, 2021
John Lai
Chief Executive Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, Arizona 85705
Re:Mister Car Wash, Inc.
Registration Statement on Form S-1
Filed June 2, 2021
File No. 333-256697
Dear Mr. Lai:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2021 letter.
Registration Statement on Form S-1 filed June 2, 2021
Cover Page
1.We note that you have removed disclosure from your cover page related to LGP's post-
offering holdings and control of your corporate decisions.  However, it appears that LGP
will still own a "significant percentage" of your common stock upon completion of your
offering.  Therefore, please amend the disclosure on your cover page to disclose that LGP
owns and will own a significant percentage of your common stock after this offering, and
disclose the significant percentage.  Also, please disclose that LGP will have control of
your corporate decisions and that, even if LGP owns less than a majority of your common
shares, it will be entitled to nominate a certain number of directors pursuant to your
Stockholders Agreement, as you disclose in your amended risk factor on page 31.

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 June 3, 2021 Page 2
 FirstName LastName
John Lai
Mister Car Wash, Inc.
June 3, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Three Months Ended March 31, 2020 and 2021
Cost of Labor and Chemicals, page 57
2.We note your revised discussion on the changes in Cost of Labor and Chemicals no longer
includes the changes resulting from the redesign of your labor model and the shift from
interior cleaning services to express exterior cleaning services pursuant to Comment 18 in
our comment letter dated April 30, 2021.  Please advise.
            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 Robert Shapiro at (202) 551-3273 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Drew Capurro

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 June 1, 2021

 1271 Avenue of the Americas

New York, New York 10020-1401

 Tel: +1.212.906.1200 Fax:
+1.212.751.4864

 www.lw.com

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 VIA EDGAR

Division of Corporation Finance

 Office of Trade &
Services

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Katherine Bagley; Lilyanna Peyser

Re:
 Mister Car Wash, Inc.

Draft Registration Statement on Form S-1

Submitted May 11, 2021

CIK No. 0001853513

Dear Ms. Bagley or Ms. Peyser:

 On
behalf of Mister Car Wash, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated May 27, 2021 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 (the “Registration Statement”). This letter is
being submitted together with a public filing of the Registration Statement, which has been revised to address the Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is
followed by the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 June 1, 2021

Page 2

 Amendment No. 1 to Draft Registration Statement on Form
S-1, submitted May 11, 2021

 Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Cost of Labor and Chemicals and Other Store Operating Expenses, page F-12

1.
 We note your response to comment 28. Please revise to include the information in your response regarding
which maintenance expenses are classified within Cost of Labor and Chemical and Other Store Operating Expenses.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page
F-12 of the Registration Statement accordingly.

*    *    *

We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as
possible. Please do not hesitate to contact me at 714-755-8008 with any questions or further comments you may have regarding this filing or if you wish to discuss the
above.

Sincerely,

/s/ Drew Capurro

 Drew Capurro

 of LATHAM & WATKINS
LLP

 Enclosures

 cc: (via e-mail)

 John Lai, Chief Executive Officer, Mister Car Wash, Inc.

Jedidiah Gold, Chief Financial Officer, Mister Car Wash, Inc.

Lisa Bossard Funk, General Counsel, Mister Car Wash, Inc.

Gregory P. Rodgers, Latham & Watkins LLP

 Benjamin J.
Cohen, Latham & Watkins LLP

United States securities and exchange commission logo
May 27, 2021
John Lai
Chief Executive Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, Arizona 85705
Re:Mister Car Wash, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 11, 2021
CIK No. 0001853513
Dear Mr. Lai:
            We have reviewed your amended draft registration statement 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 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted May 11, 2021
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Cost of Labor and Chemicals and Other Store Operating Expenses, page F-12
1.We note your response to comment 28.  Please revise to include the information in your
response regarding which maintenance expenses are classified within Cost of Labor and
Chemical and Other Store Operating Expenses.

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 May 27, 2021 Page 2
 FirstName LastName
John Lai
Mister Car Wash, Inc.
May 27, 2021
Page 2
            You may contact Robert Shapiro at (202) 551-3273 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Drew Capurro

United States securities and exchange commission logo
April 30, 2021
John Lai
Chief Executive Officer
Mister Car Wash, Inc.
222 E 5th Street
Tucson, Arizona 85705
Re:Mister Car Wash, Inc.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001853513
Dear Mr. Lai:
            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 submitted April 2, 2021
Cover Page
1.Please amend the disclosure on your cover page to disclose that LGP owns a significant
percentage of your common stock, and may control all major corporate decisions.  Please
also disclose the "significant percentage" on your cover page.
Prospectus Summary
The Mister Track Record of Consistent Growth: 2010 - 2019, page 2
2.To provide investors with context for your most recently completed fiscal year, please
amend the graphics in this section to include data for 2020.

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 April 30, 2021 Page 2
 FirstName LastName
John Lai
Mister Car Wash, Inc.
April 30, 2021
Page 2
3.Please provide additional discussion on the information being presented in the chart on
page 3 to provide context to the measures being presented. For example, you note that
"[b]etween 2010 and 2019, we grew the business significantly," yet the chart presents a
decrease in net income from 2010 to 2019.
Introducing the Car Wash Industry, page 4
4.Please amend your discussion in this section to include information about the car wash
industry for 2020.  Make conforming changes to the graphics in this section, which
present data as of 2019.  Alternatively, please tell us why you believe it is appropriate to
discuss the industry and your market opportunity prior to and not including the impact of
the COVID-19 pandemic.
Attractive Unit Economics Support Greenfield Expansion Strategy, page 7
5.Please explain the term "four-wall EBITDA margin" here and throughout the filing
where the measure is presented.
Our Growth Strategies
Acquire New Customers and Grow Comparable Store Sales, page 8
6.You disclose that "[w]e have demonstrated an ability to drive attractive organic growth
through consistent positive quarterly comparable store sales growth performance for
nearly a decade, prior to the COVID-19 pandemic in 2020."  Please amend your
disclosure to discuss such growth during the pandemic, and clarify whether and to what
extent you expect the COVID-19 pandemic to affect your comparable store sales growth
moving forward.
Summary Consolidated Financial and Operating Data
Financial and Operating Data, page 14
7.Please present the most directly comparable GAAP measure with equal or greater
prominence for Adjusted EBITDA Margin here, and throughout the filing where the
measure is presented.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures, Question 102.10.
Risk Factors, page 16
8.We note that certain of your credit facilities are tied to LIBOR.  Please amend your
disclosure to include the risks, if any, related to the discontinuation of LIBOR, and the
effects of the same on your credit facilities moving forward.

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 April 30, 2021 Page 3
 FirstName LastName
John Lai
Mister Car Wash, Inc.
April 30, 2021
Page 3
Risks Related to Our Business
"We may be unable to sustain or increase demand for our UWC . . .", page 16
9.You disclose that "[m]embers are able to cancel their membership at any time and may
decide to cancel or forego memberships due to any number of reasons."  Please disclose
the cancellation rates for your UWC memberships for the periods presented.
"We are subject to a number of risks and regulations . . .", page 18
10.Please briefly describe or cross-reference to a description of the relevant consumer
protection laws relating to consumer credit transactions.
"We lease or sublease the land and buildings . . .", page 20
11.You disclose that "[o]ur obligations to pay rent are generally non-cancelable, even if the
location operated at the leased or subleased location is closed," and "if we decide to close
locations, we generally are required to continue paying rent and operating expenses for the
balance of the lease term."  Please disclose the extent of your liability for leased locations
that are currently closed, upon which you are continuing to pay rent and operating
expenses, if material.
"The ongoing COVID-19 pandemic has materially and adversely . . .", page 22
12.Please amend your disclosure to provide more detail about the "paid in-kind" interest on
your Second Lien Term Loan credit agreement, including what the type of in-kind
payment you provided.
Use of Proceeds, page 38
13.Please revise to state with more specificity the amount of proceeds to be used for each
identified use of proceeds.  If you are unable to do so, please state that you have no
current specific plan for the proceeds, or a significant portion thereof, and discuss the
principal reasons for the offering.  In addition, with respect to the last paragraph of this
section, please note that you may reserve the right to change the stated uses of proceeds,
provided that such reservation is due to certain contingencies that are discussed
specifically and the alternatives to such use in that event are indicated; please revise
accordingly.
Selected Consolidated Financial and Other Data
Reconciliation of our net income (loss) to Adjusted EBITDA, page 44
14.Referencing note (i) for 'Other' adjustment, please tell us the amount of each component
of this adjustment for each year presented, and present a separate line item in the table for
any individual amounts that are material. Additionally, please tell us the nature of each
component and how you determined that they were not normal, recurring, cash operating
expenses necessary to operate your business. See Question 100.01 of the Compliance and

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 April 30, 2021 Page 4
 FirstName LastName
John Lai
Mister Car Wash, Inc.
April 30, 2021
Page 4
Disclosure Interpretations on Non-GAAP Financial Measures.
15.We note the Non-GAAP adjustment to remove acquisition expenses to arrive at Adjusted
EBITDA.  We also note per page 48 that your historical growth strategy has involved
acquiring local and regional car wash operators, and that you plan to continue to pursue a
growth strategy that includes acquisition expenses.  Based on these disclosures, please tell
us how this adjustment complies with Item 10(e)(1)(ii) of Regulation S-K and Question
100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Business and Trends, page 47
16.We note per page 2 that Interior Cleaning Locations generate strong unit-level economics
and cash flows.  Please tell us what you you mean by "strong unit-level economics."
Additionally, we note per page 47 that suspending operations at your Interior Cleaning
Locations improved your net income margin.  Finally, we note that your growth strategy
is only focused on expanding the number of Express Exterior Locations, not Interior
Locations.  In light of the above, please tell us your consideration of providing a
discussion to describe the expected impact of this change in trend pursuant to Item
303(b)(1)(i) and (2)(ii) of Regulation S-K.
Results of Operations, page 53
17.We note that the change in revenue over the reporting periods is attributed to several
factors.  Please expand your discussion of results of operations to quantify the amount of
each underlying factor identified.  Additionally, please consider separately quantifying the
changes in revenue generated from Express Exterior Locations and Interior Cleaning
Locations.  See Item 303 of Regulation S-K.
Revenues, Net and Store Operating Costs, page 53
18.Please quantify the change in cost of labor and chemicals resulting from the redesign of
your labor model, and the amount of the change resulting from the shift from interior
cleaning services to express exterior cleaning services.  Refer to Item 303(b)(2)(i) and (ii)
of Regulation S-K.
Business
Our Service Offering
Unlimited Wash Club, page 71
19.We note your disclosure that "UWC has helped to diversify our sales by providing a high-
margin recurring revenue stream."  Please describe the differences in operating margin for
all of your service offerings.

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 April 30, 2021 Page 5
 FirstName LastName
John Lai
Mister Car Wash, Inc.
April 30, 2021
Page 5
Our Team Members, page 73
20.Please explain what the "Net Promoter Score" measures, how it is calculated and why you
believe it is meaningful.
Suppliers and Distribution, page 77
21.Please describe the terms of your agreement, if any, with the industry leader in the
transportation business, and file any agreement with this entity as an exhibit to your
registration statement.  Please also discuss the terms of the 2018 agreement with a supplier
of a comprehensive suite of hardware, software, and management systems, and file this
agreement as an exhibit to your registration statement.  See Item 601(b)(10) of Regulation
S-K.
Government Regulation, page 79
22.We note your disclosure that "[w]e are subject to various laws and regulations, including
labor and employment laws, laws governing advertising, data privacy laws, safety
regulations and other laws such as consumer protection regulations."  However, your
disclosure in this section appears to discuss only environmental laws and regulations.
Please amend your disclosure to briefly describe the various other laws and regulations
and the effect of the same on your business.
Executive Compensation
Bonus Compensation, page 89
23.Please amend your disclosure to describe how EBITDAR budget attainment is  is
calculated from your audited financial statements.
Certain Relationships and Related Party Transactions, page 98
24.Please file the stockholders agreement with LGP as an exhibit to your registration
statement, or tell us why you do not believe you are required to do so.  See Item
601(b)(10) of Regulation S-K.
Description of Capital Stock
Conflicts of Interest, page 102
25.Please amend your filing to include risk factor disclosure describing the risks, if any,
related to your renunciation of any interest or expectancy in certain opportunities that are
presented to you or your officers, directors or stockholders.
Underwriting, page 116
26.We note your disclosure that "[i]n addition, affiliates of certain of the underwriters are
lenders under our Credit Facilities and as a result, may receive a portion from the net
proceeds from this offering."  Please disclose the portion of net proceeds that will go to

 FirstName LastNameJohn Lai
 Comapany NameMister Car Wash, Inc.
 April 30, 2021 Page 6
 FirstName LastName
John Lai
Mister Car Wash, Inc.
April 30, 2021
Page 6
affiliates of your underwriters, and discuss any conflicts of interest related to a portion of
your net proceeds going to these affiliates.  Add risk factor disclosure as appropriate.
Mister Car Wash, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income, page F-4
27.We note that gains and losses from the sale of assets are included in operating income in
your statements of operations and comprehensive income for the years ended December
31, 2020 and 2019.  Please tell us your basis for classifying these amounts as operating
income instead of non-operating income pursuant to Rule 5-03(b)(7) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Cost of Labor and Chemicals, page F-12
28.We note that Cost of Labor and Chemicals includes maintenance costs, and that Other
Store Operating Expenses includes repairs and maintenance.  Please tell us how you
determine whether maintenance costs are applicable to revenue or other operating costs
pursuant to Rule 5-03(b)(2) and (3) of Regulation S-X.  Additionally, please expand to
disclose more detail about the nature of costs included in each line item.
            You may contact Robert Shapiro at (202) 551-3273 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Drew Capurro