June 21, 2021   767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax   Alexander D. Lynch, Esq. +1 (212) 310-8971 alex.lynch@weil.com

CONFIDENTIAL SUBMISSION

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington D.C. 20549

Re: Confidential Submission of Draft Amendment No. 2 to Form S-1 by First Watch Restaurant Group, Inc.

Ladies and Gentlemen:

On behalf of First Watch Restaurant Group, Inc. (the “Company”), we confidentially submit a draft Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”) of the Company pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act of 2012, as amended, for non-public review by the Staff of the U.S. Securities and Exchange Commission (the “Staff”) prior to the public filing of the Registration Statement.

Should members of the Staff have any questions or comments concerning this submission, please contact me at (212) 310-8971.

Best regards,

/s/ Alexander D. Lynch, Esq.                

Alexander D. Lynch, Esq.

Enclosure

cc: Jay Wolszczak, Esq., First Watch Restaurant Group, Inc.