United States securities and exchange commission logo





                             September 16, 2021

       Christopher A. Tomasso
       Chief Executive Officer
       First Watch Restaurant Group, Inc.
       8027 Cooper Creek Blvd. #103
       University Park, FL 34201

                                                        Re: First Watch
Restaurant Group, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 7,
2021
                                                            File No. 333-259360

       Dear Mr. Tomasso:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-1 filed September 7, 2021

       Exhibits
       Exhibit 3.1 Form of Amended and Restated Certificate of Incorporation

   1.                                                   We note that the
exclusive forum provision in your Form of Amended and Restated
                                                        Certificate of
Incorporation filed as Exhibit 3.1 is not consistent with the disclosure on
                                                        pages 60 and 149 of
your registration statement. In this regard, your Amended and
                                                        Restated Certificate of
Incorporation provides that the Court of Chancery "or, if the Court
                                                        of Chancery lacks
jurisdiction, a state court located within the State of Delaware or the
                                                        federal district court
for the District of Delaware" shall have jurisdiction, but the
                                                        registration statement
does not say the same. Further, your registration statement states
                                                        that "[p]ursuant to the
Exchange Act, claims arising thereunder must be brought in federal
                                                        district courts of the
United States of America," but such language does not appear in your
 Christopher A. Tomasso
First Watch Restaurant Group, Inc.
September 16, 2021
Page 2
         Form of Amended and Restated Certificate of Incorporation. Please
revise to ensure
         consistency.
        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 Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer L  pez at 2025-551-3792 or Lilyanna Peyser at 202-551-3222
with any other
questions.



FirstName LastNameChristopher A. Tomasso                    Sincerely,
Comapany NameFirst Watch Restaurant Group, Inc.
                                                            Division of
Corporation Finance
September 16, 2021 Page 2                                   Office of Trade &
Services
FirstName LastName