As filed with the Securities and Exchange Commission on June 14, 2023

Registration No. 333-272253

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GEN Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5812	87-3424935
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

11480 South Street Suite 205

Cerritos, CA 90703

(562) 356-9929

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Kim

Jae Chang

Co-Chief Executive Officers

GEN Restaurant Group, Inc.

11480 South Street Suite 205

Cerritos, CA 90703

(562) 356-9929

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Michael Flynn Peter Wardle Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612-4412 (949) 451-3800 Ryan Wilkins Amanda McFall Stradling Yocca Carlson & Rauth, P.C. 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 (949) 725-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated June 14, 2023

PROSPECTUS

3,000,000 Shares

GEN Restaurant Group, Inc.

Class A Common Stock

This is GEN Restaurant Group, Inc.’s initial public offering. We are selling 3,000,000 shares of our Class A common stock.

We expect the public offering price to be between $10.00 and $12.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares of our Class A common stock will trade on The Nasdaq Global Market, or the Exchange, under the symbol “GENK.”

Each share of Class A common stock will entitle the holder to one vote, while each share of Class B common stock will entitle the holder to ten votes. The holders of our Class B common stock, all of whom were members of GEN LLC prior to this offering, including our co-founders, will hold an equal number of units of GEN LLC upon the completion of this offering, and will hold approximately 98.9% of the combined voting power of our common stock immediately after this offering. The holders of our Class B common stock will have the ability to control the outcome of matters submitted to our stockholders for approval. See “Organizational Structure.”

We will be a “controlled company” under the corporate governance listing standards of the Exchange, following the completion of this offering. See “Management—Controlled Company Exemption.”

We are an “emerging growth company” and “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 18 of this prospectus.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds to us, before expenses	$	$

The underwriters may also exercise an option to purchase up to an additional 450,000 shares of our Class A common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Class A common stock will be ready for delivery on or about                , 2023.

Sole Book-Running Manager

Roth Capital Partners

Co-Managers

Craig-Hallum Capital Group The Benchmark Company

The date of this prospectus is                , 2023.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	18
FORWARD-LOOKING STATEMENTS	52
ORGANIZATIONAL STRUCTURE	54
USE OF PROCEEDS	62
DIVIDEND POLICY	63
CAPITALIZATION	64
DILUTION	65
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA	67
SELECTED HISTORICAL FINANCIAL INFORMATION	73
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	74
BUSINESS	98
MANAGEMENT	111
EXECUTIVE COMPENSATION	117
PRINCIPAL STOCKHOLDERS	121
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	123
DESCRIPTION OF CAPITAL STOCK	130
SHARES ELIGIBLE FOR FUTURE SALE	136
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK	138
UNDERWRITING	142
LEGAL MATTERS	151
EXPERTS	151
WHERE YOU CAN FIND ADDITIONAL INFORMATION	151
INDEX TO FINANCIAL STATEMENTS	F-1

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including                , 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside of the United States: We have not and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

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GENERAL INFORMATION

Unless otherwise indicated or the context otherwise requires, references in this prospectus to (i) “GEN Inc.” refers to GEN Restaurant Group, Inc., a Delaware corporation, the company conducting the offering made pursuant to this prospectus and not to any of its subsidiaries, (ii) “GEN Restaurant Group” refers to an unconsolidated group of entities listed in the historical financial statements included in this prospectus and owned primarily by either David Kim or Jae Chang, our co-Chief Executive Officers and Directors, (iii) “GEN LLC” refers to GEN Restaurant Companies, LLC, a Delaware limited liability company and subsidiary of GEN Inc., and (iv) the “Company,” “we,” “us,” “our” and “GEN” refer to GEN Inc. and its consolidated subsidiaries. GEN Inc. was incorporated as a Delaware corporation on October 28, 2021 and, prior to the consummation of the Reorganization described herein and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering.

Basis of Presentation

This prospectus includes certain historical financial and other data for GEN Restaurant Group. The results of GEN Restaurant Group represent the combined results of 19 restaurants owned primarily by David Kim and 12 restaurants owned primarily by Jae Chang, as of December 31, 2022. These restaurants have been operated by Mr. Kim or Mr. Chang independently on an unconsolidated basis, but in a substantially similar manner under the name GEN Korean BBQ House. Just prior to the consummation of this offering, as a part of the Reorganization, these 31 restaurants, in addition to three new restaurants opened in 2023, will be consolidated into a single corporate structure under GEN LLC. Following this offering and the Reorganization, GEN Restaurant Group will be the predecessor of GEN Inc. for financial reporting purposes. Immediately following this offering, GEN Inc. will be a holding company, and its sole material asset will be a controlling equity interest in GEN LLC. As the sole managing member of GEN LLC, GEN Inc. will operate and control all of the business and affairs of GEN LLC and, through GEN LLC and its subsidiaries, conduct our business. GEN Inc. will consolidate GEN LLC on its consolidated financial statements and record a noncontrolling interest related to the Class B units held by the Class B stockholders on its consolidated balance sheet and statement of operations. See “Organizational Structure.”

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Market and Industry Data

This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our restaurants. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed below, our internal research and knowledge of our market. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this prospectus. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us.

Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed herein. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

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Information contained on any website or linked therein or otherwise connected thereto does not constitute part of and is not incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part. We have included the website address in this prospectus solely as an inactive textual reference.

Trademarks

We own or have the rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names presented in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

Non-GAAP Financial Measures

Adjusted EBITDA is not recognized under GAAP. We define Adjusted EBITDA as net income (loss) before net interest expense, income taxes, depreciation and amortization, and consulting fees paid to a related party and we also exclude non-recurring items, such as gain on extinguishment of debt, and Restaurant Revitalization Fund, or RRF, grants, employee retention credits, litigation accruals, aborted deferred IPO costs written off and non-cash lease expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. We define Restaurant-Level Adjusted EBITDA as Income (loss) from operations plus adjustments to add-back the following expenses: depreciation and amortization, pre-opening costs, general and administrative expenses, related party consulting fees, management fees and non-cash lease expense. We define Restaurant-Level Adjusted EBITDA Margin as Restaurant-Level Adjusted EBITDA divided by revenue.

Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. We are presenting Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin because we believe that they provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. We believe that the use of these non-GAAP financial measures provide additional tools 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. 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 these measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate these non-GAAP measures in the same fashion.

Because of these limitations, Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures on a supplemental basis.

For reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin to their nearest GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Additional Financial Metrics and Other Data

As used in this prospectus, unless otherwise noted or the context otherwise requires:

• “Net Income Margin” means Net Income divided by revenue.

• “Income Margin from Operations” means Income from Operations divided by revenue.

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• “Average Unit Volume” or “AUV” means the average annual restaurant sales for all restaurants open for a full 18 months before the end of the period measured. We have not made any adjustments to exclude restaurants in 2021 that experienced temporary closures and mandated capacity limitations caused by the COVID-19 pandemic.

• “Cash-On-Cash Returns” means Restaurant-Level Adjusted EBITDA divided by Net Build-Out Costs.

• “Net Build-Out Costs” means all capitalized construction and construction-related costs plus pre-opening costs associated with a new restaurant, less tenant improvement allowances provided by the landlord.

• “Payback Period” means the length of time, in years, required to recoup Net Build-Out Costs after the restaurant opening date.

• “Revenue Per Square Foot” means the average annual restaurant sales for all restaurants opened a full 18 months before the end of the period measured divided by average square footage of all such restaurants.

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PROSPECTUS SUMMARY

This summary highlights selected information discussed in this prospectus. The summary is not complete and does not contain all of the information you should consider before investing in our Class A common stock. Therefore, you should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making a decision to purchase shares of our Class A common stock. Some of the statements in this summary constitute forward-looking statements. See “Forward-Looking Statements.”

Who We Are

GEN Korean BBQ is one of the largest Asian casual dining restaurant concepts by total revenue in the United States. Founded by two Korean immigrants, since the opening of our first restaurant in September 2011 we have grown to 34 company-owned restaurants as of June 14, 2023 by delivering an engaging and interactive dining experience where our guests serve as their own chefs. We offer an extensive menu of traditional Korean and Korean-American food, including high-quality meats, poultry, seafood and mixed vegetables, all at a superior value. Our restaurants have modern décor, lively Korean pop music playing in the background and embedded grills in the center of each table. Our food is served family style and requires guests to share and coordinate their cooking responsibilities, which fosters more meaningful interaction than traditional casual dining. We believe our unique culinary experience appeals to a vast segment of the population, particularly Millennials and Gen Z.

Our co-founders, Jae Chang and David Kim, both highly experienced and successful restaurateur, joined forces to create our new Korean barbeque concept, opening our first restaurant in 2011 in Tustin, California. Since then, we have successfully opened profitable restaurants in multiple new markets. As of June 14, 2023, we operated 34 locations across California, Arizona, Nevada, Hawaii, Texas, New York and Florida. Our revenues in the year ended December 31, 2022 surpassed the revenue levels in 2021. As of the year ended December 31, 2022, we achieved a Net Income Margin of 6.3%, an Income Margin from Operations of 7.5%, a Restaurant-Level Adjusted EBITDA Margin of 20.5% and an Adjusted EBITDA Margin of 13.1%. In the three months ended March 31, 2023, we achieved a Net Income Margin of 9.4%, an Income Margin from Operations of 7.2%, a Restaurant-Level Adjusted EBITDA Margin of 19.2% and an Adjusted EBITDA Margin of 11.9%.

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Select Financial Results by Quarter

(unaudited)

For reconciliations of Net income to Adjusted EBITDA Margin and Restaurant-Level Adjusted EBITDA Margin, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Results of Operations.”

GEN Korean BBQ: An Engaging Dining Experience

We believe our restaurants offer a memorable dining experience. When our guests arrive, they are frequently met with crowds of other enthusiastic patrons eager to be seated. Guests are able to join our waitlist upon arrival, or ahead of time by checking in online, and can request their preferred seating option, choosing from our conventional table top grills, bars and, where available, outdoor seating areas.

As guests make their way to their tables, they are immediately met with the mouth-watering aromas and sizzling sounds of our offerings. From the unique modern décor, to the motion of our friendly staff quickly completing orders and the sounds of vibrant Korean pop music, the atmosphere in our restaurants is distinct and engages the senses.

Once seated, guests are welcomed with a diverse assortment of appetizing side dishes, or banchan. After sampling the banchan, guests turn their attention to our extensive menu, which encourages adventurous dining. Our curated selection features premium cuts of unmarinated and marinated beef, pork, poultry, seafood and

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mixed vegetables. Our thinly sliced tender briskets, thick cut pork belly, sweet marinated chicken and spicy shrimp, among other favorites, make for a delicious culinary experience. Our guests are able to place unlimited orders of any food item all for one affordable, fixed price. Guests can also purchase alcoholic beverages to enjoy throughout their dining experience. Since our guests serve as their own chefs and cook the majority of their meals themselves on a grill embedded in the center of each table, they experience minimal wait times once seated, have full control over their portions and are able to grill their food at their desired pace and temperatures.

Our Innovative Approach Drives Our Competitive Strengths

We believe we have been able to distinguish ourselves from other restaurant concepts by taking an innovative approach, focused on efficiency without compromising quality, highlighted by the following strengths:

• Unlimited Orders at One Affordable, All-Inclusive Price. Our guests can order unlimited quantities of food for a fixed price generally ranging from $17.95 to $20.99 for lunch and $25.95 to $29.95 for dinner as of March 31, 2023, except $35.95 for dinner at the Miracle Mile at Las Vegas, NV location and $26.95 for lunch, $33.95 for regular dinner and $36.95 for late dinner at the Manhattan, NY location. Our affordable price points make our concept accessible to multiple demographics and allow our guests to discover a variety of traditional Korean and Korean-American fusion dishes at a fixed price compared to the a la carte pricing found at other casual dining restaurants.

• Efficient “Cook-It-Yourself” Business Model. Using our “cook-it-yourself” model, we have been able to operate our restaurants with no chefs and limited personnel needed to process orders in the kitchen. Our menu items come ready-to-serve from our suppliers, allowing us to quickly fill guest orders after a simple transfer from package to plate. This approach ensures consistent food quality across all of our restaurants and provides for more efficient operations than traditional restaurants, which in turn allows us to cater to high traffic levels. Additionally, because our guests serve as their own chefs, we believe our kitchens require a smaller percentage of our footprint than other casual dining restaurant concepts, enabling more space for guest seating.

• Strong Supplier Network Provides Foundation for Growth. We currently have informal arrangements with our key suppliers precluding them from selling Korean barbeque-related products to other distributors. In addition to our primary suppliers, we have established relationships with potential new suppliers that we can quickly engage if we are faced with supply chain disruptions. To date, we have not experienced any such disruptions. Our longstanding and consistent partnerships allow us to meet any increased demand we experience. As we continue to scale and open new restaurants, we believe our strong supply network has the ability to support our growth.

• Large Community of Loyal Enthusiasts. Based in part on our online reviews, we believe we have attracted a passionate and loyal group of customers, including Millennial and Gen Z enthusiasts who enjoy trying new cuisines of various ethnic origins. We believe these “foodies” enjoy our diverse menu of flavorful Korean and Korean-American food, affordable price points and differentiated dining ambience.

• Unique Guest Experience Drives Positive Customer Ratings. Many of our guests express their enthusiasm for our concept experience by rating and reviewing our restaurants online. As of May 24, 2023, we have a 4.0 and 4.2 average star rating on Yelp and Google across our restaurants with 2,722 and 1,293 average reviews per restaurant on Yelp and Google, respectively. These strong, positive reviews have allowed us to rely on this type of word-of-mouth advertising to increase brand awareness in lieu of more traditional marketing efforts. As a result, in 2022 and 2021, our annual marketing expenses comprised 0.1% of our total revenue.

• In-House Design and Fabrication Capabilities. Well-functioning ventilation systems are critical to Korean barbeque restaurant concepts due to the need to simultaneously ventilate each table. In order to ensure a

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proper setup, many of our competitors rely on third-party contractors, who can be prohibitively expensive and require lengthy lead times. We take a different approach, designing and fabricating our ventilation systems in-house, which in turn provides us with greater control than our competition over quality, costs and lead times.

• An Inspirational Founder-led Management Team. Our team is led by experienced and passionate senior management who are committed to providing the highest quality service and experience for our guests. Our co-founder, Jae Chang, has over 25 years of entrepreneurial experience in the restaurant and hospitality industry. Jae has grown a number of successful Asian restaurant concepts, including locations under the Shabuya, Sumo, Octopus, H2O Sushi and California Gogi brands. Our other co-founder, David Kim, is a seasoned restaurateur and entrepreneur who successfully established a career in the restaurant industry as a multi-unit franchisee of Denny’s, Carl’s Jr., Golden Corral and Pick-Up Stix. Prior to GEN, David led an investor consortium that purchased Baja Fresh from Wendy’s International, Inc., and later La Salsa, Inc. from CKE Restaurants. As CEO of Baja Fresh, David oversaw a company with sales of over $400 million and over 400 locations.

Our Performance

All restaurants were operating with no COVID-19 capacity restrictions beginning with the second quarter of 2022. We achieved the following financial results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022:

• Our revenue grew 14.7% to $43.9 million from $38.3 million.

• Our net income attributable to GEN Restaurant Group increased 38.3% to $4.1 million from $3.0 million.

• Our Income from Operations increased 28.4% to $3.2 million from $2.5 million.

• Our Restaurant-Level Adjusted EBITDA increased 3.6% to $8.4 million from $8.1 million. Our Restaurant Level Adjusted EBITDA Margin decreased to 19.2% from 21.2%.

• Our Adjusted EBITDA decreased 10.3% to $5.2 million from $5.8 million. Our Adjusted EBITDA Margin decreased to 11.9% from 15.2%.

We have also achieved the following financial metrics:

• AUVs of approximately $5.9 million for the 28 restaurants that were opened 18 full months prior to December 31, 2022 and $6.0 million for the 28 restaurants that were opened 18 full months prior to March 31, 2023.

• Revenue per square foot of $890 for the 28 restaurants that were opened for 18 full months prior to December 31, 2022, and revenue per square foot of $899 for the 28 restaurants opened 18 full months prior to March 31, 2023.

• Average Net Build-Out Costs of approximately $1.8 million for new units opened during 2018 and 2019 and $1.9 million for new units opened in 2022.

• Average Cash-On-Cash Returns of 88% for the 28 restaurants open for all of 2022.

• Average Payback Period of 1.4 years for the 21 restaurants that had covered initial investment costs prior to the temporary COVID-19 shutdowns in early 2020.

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We also achieved the following financial results for the year ended December 31, 2022 compared to the year ended December 31, 2021:

• Revenue for the year ended December 31, 2022 was $163.7 million compared to 2021 revenue of $140.6 million, an increase of $23.2 million or 16.5%.

• From 2021 to 2022, our net income attributable to GEN Restaurant Group decreased 79.4% from $49.9 million to $10.3 million largely due to $22.3 million of loan forgiveness and $13.0 million from a Restaurant Revitalization Fund grant we recognized only in 2021. Our Net Income Margin decreased to 6.3% in 2022 from 35.5% in 2021.

• Our Income from Operations decreased to $12.4 million in 2022 from $16.7 million in 2021. Our Income Margin from Operations decreased to 7.5% from 11.9%.

• Our Restaurant-Level Adjusted EBITDA decreased to $33.6 million in 2022 from $34.1 million in 2021. Our Restaurant-Level Adjusted EBITDA Margin decreased to 20.5% from 24.2%.

• Our Adjusted EBITDA decreased to $21.4 million from $25.0 million. Our Adjusted EBITDA Margin decreased to 13.1% from 17.8%.

For reconciliations of net income to Adjusted EBITDA and to Restaurant-Level Adjusted EBITDA see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Response to the COVID-19 Pandemic and How We Emerged as a Stronger Company

During the COVID-19 pandemic, we temporarily closed all of our existing restaurants in March 2020. Faced with mandatory restaurant closures, imposed capacity limitations and other pandemic-related challenges, our foundational roots of persistence and resilience served us well. In response to the pandemic, we took various steps to reduce non-essential spend and postpone restaurant development.

Since the height of the COVID-19 pandemic, we believe the loosening of government restrictions, vaccine roll-outs and consumers yearning for pre-pandemic lifestyles have driven our successful recovery. By the end of 2021 we had reopened all of our 28 restaurants for dinner and a majority of them for lunch, and as of the end of the first quarter of 2022 all of our restaurants had returned to pre-pandemic operations.

Between April and June 2020 and during 2021, we received aggregate proceeds of $23.0 million from loans under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which we used to retain current employees, maintain payroll and make lease and utility payments. To date, we have received formal notices of loan forgiveness in the amount of approximately $22.7 million related to these loans, of which $22.3 million was reflected in income in 2021 and $0.4 million was reflected in income in the first quarter of 2022. In addition, the Company has received approximately $16.8 million from the Restaurant Revitalization Fund, or RRF, under The American Rescue Plan Act of 2021 and has received $4.7 million from the Employee retention credits. For further information, see “Risk Factors—Our Paycheck Protection Program loan and our applications for such loan could in the future be determined to have been impermissible or could result in damage to our reputation.” While these loans and grants were important factors for our cash flow and operations for the last two years, given the closures and restrictions in connection with the COVID-19 pandemic, we do not believe that our results of operations going forward will be impacted by the lack of further loans or grants. Because these loans and grant enabled us to retain most of our employees, we were able to quickly resume our operations once restrictions were lifted.

For further information regarding our operations during the COVID-19 pandemic, see “Management’s Discussion and Analysis of Financial Results and Operations—Business Trends; Effects of COVID-19 on Our Business.”

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Our Growth Strategies

Open Additional Restaurants in New and Existing Markets. Since opening our original restaurant in Tustin, California, we have successfully opened profitable new restaurants throughout Southern and Northern California, and in Nevada, Texas, Hawaii, Arizona and New York. We intend to leverage our expertise opening new restaurants to expand further into new geographies with the same rigorous and thoughtful new site and restaurant build-out process that we have successfully demonstrated in the past. Prior to the pandemic, we opened four new restaurants in both 2018 and 2019. Due to the COVID-19 pandemic, we opened no new restaurants in 2020 and 2021. With COVID-19 restrictions eased, we have restarted our pipeline of new restaurants and during 2022 we opened three new restaurants in Webster, Texas, Las Vegas, Nevada and New York, New York. We have also signed leases for ten other locations, three of which we opened in 2023. These locations are in Kapolei, Hawaii, Westheimer (Houston), Texas, Seattle, Washington, Jacksonville, Florida, Dallas, Texas, Maui, Hawaii, Arlington, Texas, Cerritos, California (opened on April 4, 2023), Chandler, Arizona, (opened on June 1, 2023) and Fort Lauderdale, Florida (opened on June 10, 2023). We currently expect to open four or five additional locations during the rest of 2023. We currently plan to open ten to twelve new restaurants annually in new and existing domestic markets. We expect to open restaurants in new markets in states such as Oregon, Georgia, Utah, Colorado, Virginia, and New Jersey, as well as in the District of Columbia. Based on an internal study we conducted, we believe that we have long-term total restaurant potential for over 250 restaurants in the United States. Our restaurants have historically generated average Payback Periods of approximately 1.4 years with average Net Build-Out Costs of approximately $1.8 million for eight new units opened during 2018 and 2019. During 2022, we opened three restaurants with average Net Build-Out Costs of approximately $1.9 million. The last of the three restaurants opened in 2022 had Net Build-Out Costs of $2.6 million. Going forward, we are targeting average Net Build-Out Costs of less than $3.0 million with AUVs of approximately $5.0 million for our new restaurant units, resulting in a target Payback Period of approximately 2.5 years, which may vary depending on the specific market. The combination of our strong expertise in constructing new restaurants and tremendous whitespace opportunity positions us well to expand our concept into new markets.

Increase Restaurant Sales and Profitability. We initiated modest price increases in the second half of 2021 and in 2022 with no discernable change in guest behavior. We plan to continue to analyze and monitor price receptivity from our customers, and we believe there may be additional opportunities to implement modest price increases in the future with no material impact on customer traffic. Additionally, our strong supply chain capabilities and ability to operate with a limited number of employees have allowed us to control our costs. We continually look to invest in new technologies through rigorous testing and analyses to further improve and maintain an optimal cost structure, as well as to enhance our dining experience.

Selectively Pursue Wholesale Opportunities. With the favorable pricing terms we have established with our suppliers and distributors, during the pandemic we were able to continue providing a limited number of guests with our high-quality meats by introducing temporary bulk purchase options in 21 of our restaurants. Considering the positive response from our guests, we plan to selectively pursue wholesale opportunities going forward. We have engaged in early stage discussions with several national food retailers to offer our ready-to-serve meats. The COVID-19 pandemic served as an opportunity to not only assess the viability of a wholesale segment, but also to begin exploring other new service offerings we may be able into introduce to our existing business.

Corporate Information

GEN Inc. was incorporated in Delaware on October 28, 2021 as a Delaware corporation. It had no business operations prior to this offering. In connection with the consummation of this offering, GEN Inc. will become the managing member of GEN LLC, pursuant to the Reorganization described under “Organizational Structure—The Reorganization.” Our principal executive offices are located at 11480 South Street Suite 205, Cerritos, CA 90703 and our telephone number is (562) 356-9929. Our website address is www.genkoreanbbq.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of

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and is not incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part. We have included our website address in this prospectus solely as an inactive textual reference.

Summary of Risks Affecting Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to, the following:

• We have experienced and continue to experience inflationary conditions with respect to the cost for food, ingredients, labor, construction and utilities, and we may not be able to increase prices or implement operational improvements sufficient to fully offset inflationary pressures on such costs, which may adversely impact our revenues and results of operations.

• The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations, financial condition and financial results.

• Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new markets.

• Our expansion into new markets may present increased risks due in part to our unfamiliarity with the areas and also due to consumer unfamiliarity with our concept and may make our future results unpredictable.

• The impact global and domestic economic conditions have on consumer discretionary spending could materially adversely affect our financial performance.

• Opening new restaurants in existing markets may negatively affect sales at our existing restaurants.

• New restaurants, once opened, may not be profitable, and the increases in average restaurant sales and comparable restaurant sales that we have experienced in the past may not be indicative of future results.

• Our sales and profit growth could be adversely affected if comparable restaurant sales are less than we expect.

• Our failure to manage our growth effectively could harm our business and operating results.

• Our limited number of restaurants, the significant expense associated with opening new restaurants and the unit volumes of our new restaurants makes us susceptible to significant fluctuations in our results of operations.

• Our restaurant base is geographically concentrated, and we could be negatively affected by conditions specific to our markets.

• Our plans to open new restaurants, and the ongoing need for capital expenditures at our existing restaurants, require us to spend capital.

• We rely significantly on certain vendors and suppliers, which could adversely affect our business, financial condition or results of operations.

• Changes in food and supply costs could adversely affect our business, financial condition or results of operations.

• Failure to receive frequent deliveries of fresh food ingredients and other supplies could harm our business, financial condition or results of operations.

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• We face intense competition, and if we are unable to continue to compete effectively in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete, our business, financial condition and results of operations would be adversely affected.

• Food safety and foodborne illness concerns as well as outbreaks of flu, viruses or other diseases could have an adverse effect on our business, financial condition or results of operations.

• New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our business, financial condition or results of operations.

• We rely significantly on the operation of our equipment, and any mechanical failure could prevent us from effectively operating our restaurants.

• The loss of any registered trademark or other intellectual property or our failure to maximize or successfully assert our intellectual property rights could enable other companies to compete more effectively with us.

• Negative publicity relating to one of our restaurants could reduce sales at some or all of our other restaurants.

• We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.

• Our Paycheck Protection Program loan and our applications for such loans could in the future be determined to have been impermissible or could result in damage to our reputation.

• If we face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating results could be adversely affected.

• Failure to obtain and maintain required licenses and permits or to comply with alcoholic beverage or food control regulations could lead to the loss of our liquor and food service licenses and, thereby, harm our business, financial condition or results of operations.

• Governmental regulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business, financial condition or results of operations.

• We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material monetary damages and other remedies.

• Our current insurance may not provide adequate levels of coverage against claims.

• Changes to accounting rules or regulations may adversely affect our business, financial condition or results of operations.

• The Internal Revenue Service, or the IRS, might challenge the tax basis step-ups and other tax benefits we receive in connection with this offering and the related transactions and in connection with future acquisitions of GEN LLC units.

• GEN Inc. will be required to pay over to members of GEN LLC (other than GEN Inc.) most of the tax benefits GEN Inc. receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of units of GEN LLC in the future, and the amount of those payments are expected to be substantial.

• In certain circumstances, GEN LLC will be required to make distributions to us and the other members of GEN LLC, and the distributions that GEN LLC will be required to make may be substantial.

• Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.

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• Our charter documents and the Delaware General Corporation Law, or the DGCL, could discourage takeover attempts and other corporate governance changes.

• Our amended and restated certificate of incorporation will include an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

• We have no history operating as a consolidated entity.

• Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business.

• The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

• Failure to retain our senior management may adversely affect our operations.

• We have identified two material weaknesses in our internal control over financial reporting, which could impact our ability to produce timely, accurate and reliable financial statements could be impaired.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” beginning on page 18 of this prospectus prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

Organizational Structure

In connection with this offering, we will undertake certain transactions as part of the Reorganization, described under “Organizational Structure” below. The Reorganization will be conducted through what is commonly referred to as an “UP-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides the current owners of GEN Restaurant Group with the tax advantage of owning interests in a pass-through structure and provides current and potential future tax benefits for the public company and economic benefits for the existing members of GEN LLC when they ultimately exchange their pass-through interests and corresponding shares of Class B common stock for shares of Class A common stock. Following the Reorganization and this offering, GEN Inc. will be a holding company and its sole asset will be ownership of Class A units of GEN LLC, of which it will be the managing member. The members of GEN LLC holding common units received in exchange for the ownership interests of the entities comprising GEN Restaurant Group prior to this offering will hold Class B units of GEN LLC and will also own an equal number of shares of Class B common stock of GEN Inc. upon completion of this offering.

Prior to the Reorganization, certain companies within GEN Restaurant Group, as separate private entities, have made, and will continue to make, distributions to their members which will impact our cash position upon completion of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

GEN Inc. will enter into a tax receivable agreement for the benefit of the members of GEN LLC or their permitted assignees (not including GEN Inc.), or the Tax Receivable Agreement, pursuant to which GEN Inc. will pay 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement (including tax benefits related to imputed

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interest). Payments made pursuant to the Tax Receivable Agreement are expected to be substantial. Generally, payments under the Tax Receivable Agreement will be made to certain members of GEN LLC (not including GEN Inc.) pursuant to the terms of the Tax Receivable Agreement. Such payments will reduce the amount of cash resulting from the tax savings previously described, that would have otherwise been available to GEN LLC for other uses, including reinvestment or dividends to GEN Inc. Class A stockholders. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal, state and local taxes resulting from the utilization of certain tax benefits resulting from sales and exchanges by certain continuing members of GEN LLC of their GEN LLC units. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.” Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the reduction in tax payments for us associated with the federal, state and local tax benefits described above would aggregate to approximately $108.0 million through 2037. Under such scenario we would be required to pay certain continuing members of GEN LLC 85% of such amount, or $91.8 million through 2037.

The diagram below illustrates our structure and anticipated ownership immediately after the Reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares) and does not reflect the issuances of awards pursuant to our 2023 Equity Incentive Plan, or the 2023 Plan.

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Amounts may not sum to total due to rounding.

(1) At the closing of this offering, the members of GEN LLC other than GEN Inc. will be certain historic owners of GEN Restaurant Group, all of whom, in the aggregate, will own 28,141,566 Class B units of GEN LLC and 28,141,566 shares of Class B common stock of GEN Inc. after this offering.

(2) Each share of Class A common stock will be entitled to one vote and will vote together with the Class B common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. See “Organizational Structure—Voting Rights of Class A Common Stock and Class B Common Stock.”

(3) Each share of Class B common stock is entitled to ten votes and will vote together with the Class A common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. The Class B common stock will not have any economic rights in GEN Inc.

(4) GEN Inc. will own all of the Class A units of GEN LLC after the Reorganization, which upon the completion of this offering will represent the right to receive approximately 9.6% of the distributions made by GEN LLC assuming no exercise of the underwriters’ option to purchase additional shares and approximately 10.9% of the distributions made by GEN LLC if the underwriters exercise their option to purchase additional shares in full. While this interest represents a minority of economic interests in GEN LLC, it represents 100% of the voting interests, and GEN Inc. will act as the managing member of GEN LLC. As a result, GEN Inc. will operate and control all of GEN LLC’s business and affairs and will be able to consolidate its financial results into GEN Inc.’s financial statements.

(5) The historic owners of the GEN Restaurant Group will collectively hold all Class B common stock of GEN Inc. outstanding after this offering. They also will collectively hold all Class B units of GEN LLC, which upon the completion of this offering will represent the right to receive approximately 90.4% of the distributions made by GEN LLC assuming no exercise of the underwriters’ option to purchase additional shares and approximately 89.1% of the distributions made by GEN LLC if the underwriters exercise their option to purchase additional shares in full. The historic owners of the GEN Restaurant Group will have no voting rights in GEN LLC on account of the Class B units, except for the right to approve amendments to the GEN LLC Agreement that adversely affect their rights as holders of Class B units. However, through their ownership of shares of Class B common stock, the historic owners of the GEN Restaurant Group will control a majority of the voting power of the common stock of GEN Inc., the managing member of GEN LLC, and will therefore have indirect control over GEN LLC. Class B units may be exchanged for shares of our Class A common stock or, at our election, for cash, subject to certain restrictions pursuant to the GEN LLC Agreement described in “Organizational Structure—GEN LLC Agreement.” When a Class B stockholder exchanges Class B units for the corresponding number of shares of our Class A common stock or, at our election, for cash, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of our historic owners of the GEN Restaurant Group. Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for retirement as a condition of exercising its right to exchange Class B units for shares of our Class A common stock or, at our election, for cash.

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Implications of Being an Emerging Growth Company and Smaller Reporting Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company, or EGC, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For so long as we remain an EGC, we are permitted and have elected to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include:

• being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit, the financial statements and Critical Audit Matters;

• reduced disclosure obligations regarding executive compensation; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and on the frequency of such votes as well as stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years or such earlier time when we are no longer an EGC. We will cease to be an EGC if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our capital stock held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you may hold stock.

The JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock, and our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. See “Risk Factors—Risks Related to Our Common Stock and This Offering—We are an “emerging growth company” and a “smaller reporting company” and as a result of the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors.”

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THE OFFERING

Issuer	GEN Restaurant Group, Inc.
Class A common stock offered by us	3,000,000 shares
Underwriters’ option to purchase additional shares of Class A common stock from us	450,000 shares
Class A common stock outstanding immediately after this offering	3,000,000 shares of Class A common stock (or 3,450,000 shares of Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Class B common stock outstanding immediately after this offering	28,141,566 shares of Class B common stock. Class B common stock will be issued to holders of Class B units in GEN LLC. One share of Class B common stock will be issued for each Class B unit of GEN LLC outstanding.
Use of proceeds	We estimate that our net proceeds from this offering, based on an assumed initial public offering price of $11.00 per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us, will be approximately $30.7 million, or approximately $35.3 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock. We intend to use $30.7 million of the net proceeds from this offering to purchase newly issued Class A units of GEN LLC, at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering. We intend to cause GEN LLC to use the remaining net proceeds to pay the expenses incurred by us in connection with this offering and the Reorganization, and for working capital and other general corporate purposes, including new unit openings. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.
Representative’s Warrants	Upon the closing of this offering, we will issue to Roth Capital Partners, LLC, as representative of the several underwriters, warrants, or the Representative’s Warrants, entitling it to purchase a number of shares of common stock equal to 8.0% of the shares of common stock sold in this offering by us at an exercise price equal to 100% of the public offering price of the common stock in this offering. The Representative’s Warrants will expire five years after the effective date of the registration

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	statement of which this prospectus forms a part. See “Underwriting.”
Dividend policy	We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant. Holders of our Class B common stock will not be entitled to dividends from GEN Inc. Following the Reorganization and this offering, GEN Inc. will be a holding company and its sole asset will be ownership of the Class A units of GEN LLC, of which it will be the managing member. Subject to funds being legally available for distribution, we intend to cause GEN LLC to make distributions to each of its members, including GEN Inc., in an amount intended to enable each member to pay applicable taxes on taxable income allocable to each member and to allow GEN Inc. to make payments under the Tax Receivable Agreement. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, GEN Inc. shall receive a tax distribution calculated using the corporate rate before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members in accordance with the GEN LLC Agreement. See “Dividend Policy.”
Voting rights	We have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock will entitle the holder to one vote, while each share of Class B common stock will entitle the holder to ten votes. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation or as required by applicable law. See “Description of Capital Stock.” When a Class B stockholder exchanges Class B units for the corresponding number of shares of our Class A common stock or, at our election, for cash, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of our Class B stockholders. Immediately following the completion of this offering, the outstanding shares of our Class B common stock will represent approximately 98.9% of the voting power of our outstanding stock (or 98.8% if the underwriters exercise their option to purchase additional shares). The holders of our Class B common stock, all of whom were members of GEN LLC prior to this offering, including our co-founders, will

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	have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors. See “Organizational Structure—Voting Rights of Class A Common Stock and Class B Common Stock.”
Exchange of Class B units	We have reserved for issuance 28,141,566 shares of our Class A common stock, which is the aggregate number of shares of our Class A common stock expected to be issued over time upon the exchanges by the Class B unitholders. See “Organizational Structure.”
GEN LLC Agreement	The GEN LLC Agreement will entitle certain of its members (and certain permitted transferees thereof) to exchange their Class B units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at our election, for cash. When a Class B unit is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired. See “Organizational Structure—GEN LLC Agreement” and “Certain Relationships and Related Person Transactions—GEN LLC Agreement.”
Tax Receivable Agreement	GEN Inc. will enter into the Tax Receivable Agreement for the benefit of the members of GEN LLC or their permitted assignees (not including GEN Inc.) pursuant to which GEN Inc. will pay 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement (including tax benefits related to imputed interest). Payments made pursuant to the Tax Receivable Agreement are expected to be substantial. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”
Risk factors	You should carefully read and consider the information set forth in the section entitled “Risk Factors” beginning on page 18, together with all of the other information set forth in this prospectus, before deciding whether to invest in our Class A common stock.
Symbol	“GENK”

Unless otherwise noted, Class A common stock outstanding after the offering and other information based thereon in this prospectus does not reflect any of the following:

• 450,000 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

• 240,000 shares of Class A common stock issuable upon the exercise of the Representative’s Warrants;

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• 4,000,000 shares of Class A common stock issuable under the 2023 Plan (under which no equity awards have been granted as of June 14, 2023), including:

(i) Up to 845,000 shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2023 Plan immediately after the closing of this offering; and

(ii) 3,155,000 additional shares of Class A common stock to be reserved for future issuance of awards under the 2023 Plan; and

• 28,141,566 shares of Class A common stock reserved for issuance upon exchange of the Class B units of GEN LLC (and corresponding shares of Class B common stock) that will be outstanding immediately after this offering.

Unless otherwise indicated in this prospectus, all information in this prospectus assumes the completion of the Reorganization and that shares of our Class A common stock will be sold in this offering at $11.00 per share (the midpoint of the price range set forth on the cover page of this prospectus).

Throughout this prospectus, we present performance metrics and financial information regarding the business of GEN Restaurant Group. This information is generally presented on an enterprise-wide basis. The new public stockholders will be entitled to receive a pro rata portion of the economics of GEN LLC’s operations through their ownership of our Class A common stock. GEN Inc.’s ownership of Class A units initially will represent a minority share of GEN LLC. The existing owners of GEN Restaurant Group initially will continue to hold a majority of the economic interest in GEN LLC’s operations as non-controlling interest holders, primarily through direct and indirect ownership of Class B units of GEN LLC. Prospective investors should be aware that the owners of the Class A common stock initially will be entitled only to a minority economic position, and therefore should evaluate performance metrics and financial information in this prospectus accordingly. As Class B units are exchanged for Class A common stock (or cash) over time, the percentage of the economic interest in GEN LLC’s operations to which GEN Inc. and the public stockholders are entitled will increase proportionately.

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The following table sets forth certain summary financial information and other data of GEN Restaurant Group on a historical basis. GEN Restaurant Group is considered our predecessor for accounting purposes and its financial statements will be our historical financial statements following this offering. The following summary historical statements of operations data for the years ended December 31, 2022 and 2021 and the summary historical balance sheet data as of December 31, 2022 and 2021 have been derived from GEN Restaurant Group’s audited financial statements included elsewhere in this prospectus. We have derived the statements of operations data for the three months ended March 31, 2023 and March 31, 2022 and the balance sheet data as of March 31, 2023 from our unaudited interim financial statements included elsewhere in this prospectus. This summary historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Our historical results and growth rates are not necessarily indicative of the results or growth rates to be expected in future periods.

	Three months ended March 31,						Year ended December 31,
(in thousands)	2023			2022			2022			2021
	(unaudited)									(restated)
Revenue	$	43,862		$	38,252		$	163,729		$	140,561
Restaurant operating expenses:
Food cost		14,305			12,899			54,357			44,688
Payroll and benefits		13,652			11,299			48,866			40,710
Occupancy expenses		3,432			2,702			12,110			10,151
Operating expenses		4,126			3,284			15,019			12,533
Depreciation and amortization		1,113			1,055			4,314			4,337
Pre-opening Costs		519			158			1,455			—
Total restaurant operating expenses		37,147			31,397			136,121			112,419
General and administrative		2,055			1,764			7,988			4,882
Consulting fees - related party		880			2,077			4,897			4,269
Management fees		588			535			2,332			2,280
Depreciation and amortization - corporate		18			7			39			26
Total costs and expenses		40,688			35,780			151,377			123,876
Income from operations		3,174			2,472			12,352			16,685
Gain on extinguishment of PPP debt		—			387			387			22,285
Restaurant revitalization fund grant		—			—			—			12,963
Employee retention credits		1,165			45			3,532			—
Aborted deferred IPO costs written off		—			—			(4,036	)		—
Other income (expenses)		—			—			(835	)		22
Interest expense, net		(189	)		(82	)		(634	)		(197	)
Equity in income of equity method investee		381			540			966			1,086
Net income		4,531			3,362			11,732			52,844
Less: Net Income attributable to noncontrolling interest		397			373			1,451			2,985
Net income attributable to GEN Restaurant Group	$	4,134		$	2,989		$	10,281		$	49,859

	Three months ended March 31,			Year ended December 31,
(amounts in thousands)	2023			2022			2021
	(unaudited)						(restated)
Combined Selected Balance Sheet Data:
Cash and cash equivalents		9,775			11,195			9,890
Total assets		139,474			138,878			53,836
Total liabilities		143,263			144,139			41,643
Total permanent equity (deficit)		(5,289	)		(6,761	)		10,693

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties described below, together with all other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Class A common stock. The occurrence of any of the following risks, as well as any risks or uncertainties not currently known to us or that we currently do not believe to be material, could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow, in which case, the trading price of our Class A common stock could decline and you could lose all or part of your investment.

Risks Related to Our Growth Strategy and Restaurant Expansion

We have experienced and continue to experience inflationary conditions with respect to the cost for food, ingredients, labor, construction and utilities, and we may not be able to increase prices or implement operational improvements sufficient to fully offset inflationary pressures on such costs, which may adversely impact our revenues and results of operations.

The strength of our revenues and results of operations are dependent upon, among other things, the price and availability of food, ingredients, labor, construction and utilities. In the year ended 2021 and the year ended 2022, the costs of commodities, labor, energy and other inputs necessary to operate our restaurants significantly increased. Fluctuations in economic conditions, weather, demand and other factors also affect the cost of the ingredients and products that we buy. From 2021 to 2022, the percentage of sales of food costs increased from 31.8% to 33.2% and the percentage of sales of payroll and benefits costs increased from 29.0% to 29.8%. Our inability to anticipate and respond effectively to one or more adverse changes in any of these factors could have a significant adverse effect on our results of operations. We expect the inflationary pressures and other fluctuations impacting the cost of these items to continue to impact our business in the year ended 2023. Our attempts to offset cost pressures, such as through menu price increases and operational improvements, may not be successful. We initiated modest price increases in the second half of 2021 and in 2022 with no discernible change in guest behavior. We seek to provide a moderately priced product, and, as a result, we may not seek to or be able to pass along price increases to our customers sufficient to completely offset cost increases. Traffic may also be negatively impacted with menu price increases as consumers may be less willing to pay our menu prices and may increasingly visit lower-priced competitors, may reduce the frequency of their visits, or may forgo some purchases altogether. To the extent that price increases are not sufficient to offset higher costs adequately or in a timely manner, and/or if they result in significant decreases in revenue volume, our revenues and results of operations may be adversely affected.

The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations, financial condition and financial results.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. Since then, this contagious virus has continued to spread and has adversely affected workforces, customers, economies and financial markets globally as well as the markets in which we operate. In response to this outbreak, many state and local authorities in the markets in which we operate mandated the temporary closure of or imposed capacity limits to non-essential businesses and dine-in restaurant activity. COVID-19 and the government measures taken to control it have caused a significant disruption to our business operation. As of the end of the first quarter of 2022, all of our restaurants were operating at 100% indoor dining capacity. However, there can be no assurance that developments with respect to the COVID-19 pandemic and government measures taken to control it will not adversely affect our operations and financial results. Our restaurants are located in only seven U.S. states. As a result of our concentration in these markets, we may be disproportionately affected by any increased severity of the pandemic and restrictive government measures in these locations compared to other chain restaurants with a more dispersed footprint.

Additionally, consumer behavior has changed and may fundamentally, permanently change as a result of COVID-19 in both the near and long term and such change may pose significant challenges to our current

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business model. Traffic in restaurants, including ours, has been affected and may be materially and adversely affected with more consumers relying on off-premises orders. All of this could materially and adversely impact sales at our restaurants and our growth prospects. We have made adjustments to our restaurant operations due to the COVID-19 pandemic and may have to re-design our service and business models to accommodate consumers’ changed behavior patterns. Any such effort could result in capital expenditures, business disruption and lower margin sales, and may not be successful in growing our profitability.

In addition to the COVID-19 pandemic, the United States may experience in the future, outbreaks of other viruses, such as norovirus, the bird/avian flu or other diseases. As we have experienced with the COVID-19 pandemic, if a regional or global health pandemic occurs, depending upon its location, duration and severity, our business could be severely affected.

Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new markets.

One of the key means of achieving our growth strategies will be through opening and operating new restaurants on a profitable basis for the foreseeable future. We opened four new restaurants in both 2018 and 2019, and opened three new restaurants in 2022. Due to the COVID-19 pandemic, we opened no new restaurants in 2020 and 2021. We identify target markets where we can enter or expand, taking into account numerous factors such as the locations of our current restaurants, demographics, traffic patterns and information gathered from various sources. We may not be able to open our planned new restaurants within budget or on a timely basis, if at all, given the uncertainty of these factors, which could adversely affect our business, financial condition and results of operations. As we operate more restaurants, our rate of expansion relative to the size of our restaurant base will eventually decline.

The number and timing of new restaurants opened during any given period may be negatively impacted by a number of factors including, without limitation:

• identification and availability of locations with the appropriate size, traffic patterns, local retail and business attractions and infrastructure that will drive high levels of guest traffic and sales per unit;

• competition in existing and new markets, including competition for restaurant sites;

• the ability to negotiate suitable lease terms;

• the lack of development and overall decrease in commercial real estate due to a macroeconomic downturn;

• recruitment and training of qualified personnel in the local market;

• our ability to obtain all required governmental permits, including zonal approvals, on a timely basis;

• our ability to control construction and development costs of new restaurants;

• landlord delays;

• the proximity of potential sites to an existing restaurant, and the impact of cannibalization on future growth;

• anticipated commercial, residential and infrastructure development near our new restaurants; and

• the cost and availability of capital to fund construction costs and pre-opening costs.

Accordingly, we cannot assure you that we will be able to successfully expand as we may not correctly analyze the suitability of a location or anticipate all of the challenges imposed by expanding our operations. Our growth strategy, and the substantial investment associated with the development of each new restaurant, may cause our

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operating results to fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our sales and profitability may be materially harmed or we may face losses.

In addition, our restaurant count potential based on our current whitespace analysis may change in the future, or we may conduct future analyses that yield results inconsistent with our earlier analysis.

Our expansion into new markets may present increased risks due in part to our unfamiliarity with the areas and also due to consumer unfamiliarity with our concept and may make our future results unpredictable.

As of June 14, 2023, we operate our restaurants in seven states, California, Arizona, Nevada, Hawaii, Texas, New York and Florida. Although we opened no new restaurants in 2021, we opened three new restaurants in 2022, as well as three new restaurants in 2023, and we plan to increase the number of our restaurants in the next several years as part of our expansion strategy. We may in the future open restaurants in markets where we have little or no operating experience. This growth strategy and the substantial investment associated with the development of each new restaurant may cause our operating results to fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. Restaurants we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than restaurants we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets and there may be little or no market awareness of our brand or concept in these new markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We also may find it more difficult in new markets to hire, motivate and keep qualified employees who share our vision, passion and business culture. If we do not successfully execute our plans to enter new markets, our business, financial condition or results of operations could be materially adversely affected.

The impact global and domestic economic conditions have on consumer discretionary spending could materially adversely affect our financial performance.

The COVID-19 pandemic has had a significant impact on global and domestic economies and will likely continue to negatively impact these economies for some time in the future. Dining out is a discretionary expenditure that historically has been influenced by domestic and global economic conditions. In addition to the COVID-19 pandemic, these conditions include, but may not be limited to: unemployment, general and industry-specific inflation, consumer confidence, consumer purchasing and saving habits, credit conditions, stock market performance, home values, population growth, household incomes and tax policy. Material changes to governmental policy related to domestic and international fiscal concerns, and/or changes in central bank policies with respect to monetary policy, also could affect consumer discretionary spending. Any factor affecting consumer discretionary spending may influence customer traffic in our restaurants and average check amount, thus potentially having a material impact on our financial performance. Furthermore, negative economic conditions resulting from war, terrorist activities, global economic occurrences or trends or other geo-political events or conflicts could cause consumers to make long-term changes to their discretionary spending behavior, whether on a temporary, extended or permanent basis. Reductions in staff levels and restaurant closures could result from prolonged negative economic conditions, which could materially adversely affect our business, financial condition or results of operations.

Opening new restaurants in existing markets may negatively affect sales at our existing restaurants.

The consumer target area of our restaurants varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant in or near markets in which we already have restaurants could adversely affect the sales of these existing restaurants and thereby adversely affect our business, financial condition or results of operations.

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Existing restaurants could also make it more difficult to build our consumer base for a new restaurant in the same market. Our core business strategy does not entail opening new restaurants that we believe will materially affect sales at our existing restaurants, but we may selectively open new restaurants in and around areas of existing restaurants that are operating at or near capacity to effectively serve our guests. Sales cannibalization between our restaurants may become significant in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, materially adversely affect our business, financial condition or results of operations.

New restaurants, once opened, may not be profitable, and the increases in average restaurant sales and comparable restaurant sales that we have experienced in the past may not be indicative of future results.

Our new restaurants have opened with strong volumes, which then typically decline after the initial sales surge that comes with interest in a new restaurant opening. New restaurants may not be profitable and their sales performance may not follow historical patterns. In addition, our average restaurant sales and comparable restaurant sales may not increase at the rates achieved over the past several years. Our business depends on the success of new restaurants as well as the success of existing restaurants. If sales at existing restaurant locations do not meet expectations and our new restaurants are not profitable, our business and results of operations may be harmed.

Our ability to operate new restaurants profitably and increase average restaurant sales and comparable restaurant sales will depend on many factors, some of which are beyond our control, including:

• consumer awareness and understanding of our brand and our concept;

• general economic conditions, which can affect restaurant traffic, local labor costs and prices we pay for the food products and other supplies we use;

• changes in consumer preferences and discretionary spending;

• competition, either from our competitors in the restaurant industry or our own restaurants;

• temporary and permanent site characteristics of new restaurants; and

• changes in government regulation.

If our new restaurants do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected average restaurant sales, our business, financial condition or results of operations could be adversely affected.

Our sales and profit growth could be adversely affected if comparable restaurant sales are less than we expect.

The level of comparable restaurant sales change, which represents the change in year-over-year sales for restaurants open for at least 18 full months, could affect our sales growth. Our ability to increase comparable restaurant sales depends in part on our ability to successfully implement our initiatives to build sales. such as our initiatives to increase online and to-go sales, review our beverage program to increase beverage sales and to review operational efficiencies to increase the customer flow in our restaurants. It is possible such initiatives will not be successful, that we will not achieve our target comparable restaurant sales change or that the change in comparable restaurant sales could be negative, which may cause a decrease in our profitability and would materially adversely affect our business, financial condition or results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparable Restaurant Sales Change.”

Our failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes opening new restaurants. Our existing restaurant management systems, financial and management controls and information systems may be inadequate to support our planned expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members. We may not respond quickly enough to the changing demands that our expansion will impose on our management, restaurant teams and existing infrastructure which could harm our business, financial condition or results of operations.

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Our limited number of restaurants, the significant expense associated with opening new restaurants and the unit volumes of our new restaurants makes us susceptible to significant fluctuations in our results of operations.

As of June 14, 2023, we operated 34 restaurants. We opened four new restaurants in both 2018 and 2019, three new restaurants in 2022, one new restaurant in April 2023, and two new restaurants in June 2023. Due to the COVID-19 pandemic, we opened no new restaurants in 2020 and 2021. The capital resources required to develop each new restaurant are significant. On average, our restaurants opened during 2018 and 2019 required a Net Build-Out Cost of approximately $1.8 million per restaurant, including pre-opening expenses but net of landlord tenant improvement allowances and reflecting that we do not purchase the underlying real estate. During 2022, we opened three restaurants with average Net Build-Out Costs of approximately $1.9 million. The last of the three restaurants opened in 2022 had Net Build-Out Costs of $2.6 million. We are targeting average Net Build-Out Costs of less than $3.0 million for new restaurants. However, actual costs may vary significantly depending upon a variety of factors, including the site and size of the restaurant and conditions in the local real estate and labor markets. Our estimates for improvements, fixtures and furnishings may also be incorrect, which may cause us to incur certain impairment charges. The combination of our relatively small number of existing restaurants, the significant investment associated with each new restaurant, variance in the operating results in any one restaurant, or a delay or cancellation in the planned opening of a restaurant could materially affect our business, financial condition or results of operations.

Our restaurant base is geographically concentrated, and we could be negatively affected by conditions specific to our markets.

As of June 14, 2023, approximately 62% of our restaurants are located in California, with 44% of our restaurants located in Southern California specifically. Adverse changes in demographic, unemployment, economic, regulatory or weather conditions in California have had, and may continue to have, material adverse effects on our business, financial condition or results of operations. As a result of our concentration in these markets, we have been, and in the future may be, disproportionately affected by adverse conditions in these markets compared to other chain restaurants with a national footprint.

Acts of violence at or threatened against our restaurants or the centers in which they are located, including civil unrest, customer intimidation, active shooter situations and terrorism, could unfavorably impact our restaurant sales, which could materially adversely affect our financial performance.

Any act of violence at or threatened against our restaurants or the centers in which they are located, including civil unrest, customer intimidation, active shooter situations and terrorist activities, may result in damage and restricted access to our restaurants and/or restaurant closures in the short-term and, in the long-term, may cause our customers and staff to avoid our restaurants. Any such situation could adversely impact customer traffic and make it more difficult to fully staff our restaurants, which could materially adversely affect our financial performance.

A decline in visitors to any of the retail centers, shopping malls, lifestyle centers, or entertainment centers where our restaurants are located could negatively affect our restaurant sales.

Our restaurants are primarily located in high-activity commercial centers. We depend on high visitor rates at these centers to attract guests to our restaurants. Factors that may result in declining visitor rates include public health conditions such as a COVID-19 outbreak, economic or political conditions, anchor tenants closing in retail centers in which we operate, changes in consumer preferences or shopping patterns, changes in discretionary consumer spending, increasing petroleum prices, or other factors, which may adversely affect our business, financial condition or results of operations.

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Our plans to open new restaurants, and the ongoing need for capital expenditures at our existing restaurants, require us to spend capital.

Our growth strategy depends on opening new restaurants, which will require us to use cash flows from operations. We cannot assure you that cash flows from operations will be sufficient to allow us to implement our growth strategy. If these funds are not allocated efficiently among our various projects, or if any of these initiatives prove to be unsuccessful, we may experience reduced profitability and we could be required to delay, significantly curtail or eliminate planned restaurant openings, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our business will continue to require capital expenditures for the maintenance, renovation, and improvement of existing restaurants to remain competitive and maintain the value of our brand. This creates an ongoing need for cash, and, to the extent we cannot fund capital expenditures from cash flows from operations, funds will need to be borrowed or otherwise obtained. If the costs of funding new restaurants or renovations or enhancements to existing restaurants exceed budgeted amounts, and/or the time for building or renovation is longer than anticipated, our profits and liquidity could be reduced. If we cannot access the capital we need, we may not be able to execute our growth strategy, take advantage of future opportunities or respond to competitive pressures.

Risks Related to Our Relationships with Key Suppliers

We rely significantly on certain vendors and suppliers, which could adversely affect our business, financial condition or results of operations.

Our ability to maintain consistent price and quality throughout our restaurants depends in part upon our ability to acquire specified food products and supplies in sufficient quantities from third-party vendors and suppliers at a reasonable cost. In addition, we are dependent upon a few suppliers for certain specialized equipment utilized in our restaurants, such as the embedded grills in our tables. For this specialized equipment, we rely on Fast Fabrications, LLC, or Fast Fabrications, as one of our primary suppliers. U.S. Foods, an unrelated third party, provided us with food products equaling approximately 57.6% and 39.2% of our total food and beverage costs in 2022 and 2021, respectively. Pacific Global Distribution, Inc., or Pacific Global, a subsidiary of a related party, provided restaurant supplies such as tableware, napkins, soda, sauces and accounted for approximately 21.2% and 23.5% of total operating expenses, respectively. Wise Universal Inc., or Wise Universal, provided us with food products and supplies equaling approximately 32.5% and 33.8% of our total food and beverage costs in 2022 and 2021, respectively. Each of Fast Fabrications, Pacific Global and Wise Universal are controlled by parties affiliated with the Company. See “Certain Relationships and Related Person Transactions” for additional information on our relationship with these suppliers. We do not currently control the businesses of our vendors and suppliers and our efforts to specify and monitor the standards under which they perform may not be successful. In addition, we do not currently have written contracts with any of our suppliers. Furthermore, certain food items are perishable, and we have limited control over whether these items will be delivered to us in appropriate condition for use in our restaurants. If any of our vendors or other suppliers are unable to fulfill their obligations to our standards, if our informal arrangements with our suppliers break down or if we are unable to find replacement providers in the event of a supply or service disruption, we could encounter supply shortages and incur higher costs to secure adequate supplies, which could materially adversely affect our business, financial condition or results of operations. See “Business - Our Suppliers” for more details regarding these relationships.

In addition, we use various third-party vendors to provide, support and maintain most of our management information systems. We also outsource certain accounting, payroll and human resource functions to business process service providers. The failure of such vendors to fulfill their obligations could disrupt our operations. Additionally, any changes we may make to the services we obtain from our vendors, or new vendors we employ, may disrupt our operations. These disruptions could materially adversely affect our business, financial condition or results of operations.

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Changes in food and supply costs could adversely affect our business, financial condition or results of operations.

Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs. Shortages or interruptions in the availability of certain supplies caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our operations. Any increase in the prices of the food products most critical to our menu, such as beef, pork, poultry, and seafood, could adversely affect our business, financial condition or results from operations. Although we try to manage the impact that these fluctuations have on our operating results, we remain susceptible to increases in food costs as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, generalized infectious diseases, product recalls and government regulations.

If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason, our business, financial condition, results of operations or cash flows could be adversely affected. If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food and other items at our restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if guests change their dining habits as a result. In addition, because we provide moderately priced food, we may choose not to, or may be unable to, pass along commodity price increases to consumers. These potential changes in food and supply costs could materially adversely affect our business, financial condition or results of operations.

Failure to receive frequent deliveries of fresh food ingredients and other supplies could harm our business, financial condition or results of operations.

Our ability to maintain our menu depends in part on our ability to acquire ingredients that meet our specifications from reliable suppliers. Shortages or interruptions in the supply of ingredients caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our business, financial condition or results of operations. If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason, our business, financial condition or results of operations could be adversely affected. If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food and other items at our restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if guests change their dining habits as a result. This reduction in sales could materially adversely affect our business, financial condition or results of operations.

In addition, our approach to competing in the restaurant industry depends in large part on our continued ability to provide authentic and traditional Korean cuisine that is free from artificial ingredients. As we increase our use of these ingredients, the ability of our suppliers to expand output or otherwise increase their supplies to meet our needs may be constrained. We could face difficulties to obtain a sufficient and consistent supply of these ingredients on a cost-effective basis.

Other Commercial, Operational, Financial and Regulatory Risks

We face intense competition, and if we are unable to continue to compete effectively in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete, our business, financial condition and results of operations would be adversely affected.

The restaurant and retail industries are intensely competitive, and we face many well-established competitors. We compete within each market with national and regional restaurant and retail chains and locally

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owned restaurants and retailers. We face significant competition from a variety of casual dining restaurants offering both Asian and non-Asian cuisine, as well as takeout offerings from grocery stores and other outlets where Asian food is sold. These segments are highly competitive with respect to, among other things, product quality, dining experience, ambience, location, convenience, value perception, and price. Our competition continues to intensify as competitors increase the breadth and depth of their product offerings and open new locations. These competitors may have, among other things, chefs who are widely known to the public that may generate more notoriety for those competitors as compared to our brand. We also compete with many restaurant and retail establishments for site locations and restaurant-level employees.

Several of our competitors offering Asian and related choices may look to compete with us on price, quality and service. Any of these competitive factors may materially adversely affect our business, financial condition or results of operations. In 2019, our comparable sales decreased due to the short-term initial impact of new Asian concept restaurant openings near certain of our locations. Although the impact was short-term, our future results could be impacted again by the opening of other Asian concept restaurants close to our locations, particularly if such Asian concept restaurants are “all you can eat.” The presence of additional “all you can eat” Asian restaurants near our locations could have a negative impact on our results of operations.

We face competition as a result of the convergence of grocery, deli, retail and restaurant services, particularly in the supermarket industry. We also face competition from various off-premise meal replacement offerings including, but not limited to, home meal kits delivery, third party meal delivery and catering and the rapid growth of these channels by our competitors. Moreover, our competitors can harm our business even if they are not successful in their own operations by taking away customers or employees through aggressive and costly advertising, promotions or hiring practices. We anticipate that intense competition will continue with respect to all of the factors described above.

We also compete with other restaurant chains and other retail businesses for quality site locations, management and hourly employees, and other aspects of our operations that could affect both the availability and cost of these important resources. If we are unable to continue to compete effectively, our business, financial condition and results of operations would be adversely affected.

Changes in economic conditions could materially affect our ability to maintain or increase sales at our restaurants or open new restaurants.

The restaurant industry depends on consumer discretionary spending. The United States in general or the specific markets in which we operate may suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumer discretionary spending. Sales in our restaurants could decline if consumers choose to dine out less frequently or reduce the amount they spend on meals while dining out. Negative economic conditions might cause consumers to make long-term changes to their discretionary spending behavior, including dining out less frequently on a permanent basis. If restaurant sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures could result from prolonged negative restaurant sales, which could materially adversely affect our business, financial condition or results of operations.

Food safety and foodborne illness concerns as well as outbreaks of flu, viruses or other diseases could have an adverse effect on our business, financial condition or results of operations.

We cannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at our restaurants, including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, there is no guarantee that our restaurant locations will maintain the high levels of internal controls and training we require at our restaurants. Furthermore, we rely on third-party vendors, making it

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difficult to monitor food safety compliance and increasing the risk that foodborne illness would affect multiple locations rather than a single restaurant. Some foodborne illness incidents could be caused by third-party vendors and transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborne illness in any of our restaurants or markets or related to food products we sell could negatively affect our restaurant sales nationwide if highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our restaurants. A number of other restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our restaurants, or negative publicity or public speculation about an incident, could materially adversely affect our business, financial condition or results of operations.

Additionally, consumer preferences could be affected by health concerns about the consumption of meat, specifically beef, a key ingredient used in our restaurants. For example, if a pathogen, such as “mad cow disease,” or other bacteria or parasite infects the food supply (or is believed to have infected the food supply), regardless of whether our supply chain is affected, guests may actively avoid consuming certain ingredients. Negative publicity surrounding such an infection in the food supply, whether related to one of our restaurants or to a competitor in our industry, may have an adverse impact on demand for our food.

If a virus is transmitted by human contact or respiratory transmission, our employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any of which could adversely affect our restaurant guest traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. Additionally, jurisdictions in which we have restaurants may impose mandatory closures, seek voluntary closures or impose restrictions on operations. Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or significant health risk may cause guests to choose other alternatives to dining out in our restaurants which may adversely affect our business.

New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our business, financial condition or results of operations.

Changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain foods could result in changes in government regulation and consumer eating habits that may impact our business, financial condition or results of operations. These changes have resulted in, and may continue to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings and laws and regulations affecting permissible ingredients and menu offerings. For example, a number of jurisdictions have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information, or have enacted legislation restricting the use of certain types of ingredients in restaurants. These requirements may be different or inconsistent with requirements we are subject to under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act, or collectively, the ACA, which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically, the ACA requires chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The ACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information upon request. Unfavorable publicity about, or guests’ reactions to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings, thereby adversely affecting our business, financial condition or results of operations.

Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming. Additionally, if consumer health regulations or consumer

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eating habits change significantly, we may be required to modify or discontinue certain menu items, and may experience higher costs associated with the implementation of those changes. These changes could also adversely affect the attractiveness of our restaurants to new or returning guests. We cannot predict the impact of any new nutrition labeling requirements. The risks and costs associated with nutritional disclosures on our menus could impact our operations, particularly given differences among applicable legal requirements and practices within the restaurant industry with respect to testing and disclosure, ordinary variations in food preparation among our own restaurants, and the need to rely on the accuracy and completeness of nutritional information obtained from third-party suppliers.

We may not be able to effectively respond to changes in consumer health perceptions, successfully implement the nutrient content disclosure requirements or adapt our menu offerings to trends in eating habits. The imposition of menu labeling laws and an inability to keep up with consumer eating habits could materially adversely affect our business, financial condition or results of operations, as well as our position within the restaurant industry in general.

We rely significantly on the operation of our equipment, and any mechanical failure could prevent us from effectively operating our restaurants.

The operation of our restaurants relies on technology and equipment such as the grills and ventilation systems located at each table. Our ability to safely, efficiently and effectively manage our restaurants depends significantly on the reliability and capacity of these systems. Mechanical failures and our inability to service such equipment in a timely manner could result in delays in customer service and reduce efficiency of our restaurant operations, including a loss of sales. Remediation of such problems could result in significant, unplanned capital investments and any equipment failure may have an adverse effect on our business, financial condition or results of operations due to our reliance on such equipment.

Additionally, customers use our equipment to cook and prepare portions of their meals. Customers may not correctly cook the food they are preparing and/or may improperly use our cooking equipment which could lead to illness, injury or damage to customers’ personal property. Any such result could expose us to litigation and negative publicity. Consumer demand for our restaurant could be impacted by an incident of bodily injury or damage to property. If consumer confidence in our restaurants or brand is diminished due to any such incident, we may experience lower sales and adverse effects to our business, financial condition or results of operations.

The loss of any registered trademark or other intellectual property or our failure to maximize or successfully assert our intellectual property rights could enable other companies to compete more effectively with us.

We utilize intellectual property in our business. Our trademarks and service marks are valuable assets that reinforce our brand and consumers’ favorable perception of our restaurants. We have invested a significant amount of money in establishing and promoting our trademarked brands. Our continued success depends, to a significant degree, upon our ability to maximize, protect and preserve our intellectual property.

We rely on confidentiality agreements and trademark law to protect our intellectual property rights. Our confidentiality agreements with our team members and certain of our consultants, contract employees, suppliers and independent contractors, generally require that all information made known to them be kept strictly confidential. As a result, we may not be able to prevent others from independently developing and using similar branding.

We also have trademark registrations both in the U.S. and internationally. We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our trademark rights could prevent us in the

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future from challenging third parties who use names and logos similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have an adverse effect on our business, financial condition and results of operations.

Our marketing programs may not be successful, and our advertising campaigns and restaurant designs and remodels may not generate increased sales or profits.

We incur costs and expend other resources in our marketing efforts, advertising campaigns and restaurant designs and remodels to raise brand awareness and attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher sales. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising and other initiatives than we are able to. Should our competitors increase spending on marketing and advertising and other initiatives or our marketing funds decrease for any reason, or should our advertising, promotions, new menu items and restaurant designs and remodels be less effective than those of our competitors, there could be a material adverse effect on our business, financial condition or results of operations.

Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business, financial condition or results of operations.

Our marketing efforts rely heavily on the use of social media. In recent years, there has been a marked increase in the use of social media platforms, including weblogs (blogs), mini-blogs, chat platforms, social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Many of our competitors are expanding their use of social media, and new social media platforms are rapidly being developed, potentially making more traditional social media platforms obsolete. As a result, we need to continuously innovate and develop our social media strategies in order to maintain broad appeal with guests and brand relevance. We also continue to invest in other digital marketing initiatives that allow us to reach our guests across multiple digital channels and build their awareness of, engagement with, and loyalty to our brand. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher sales or increased brand recognition.

Negative publicity relating to one of our restaurants could reduce sales at some or all of our other restaurants.

Our success is dependent in part upon our ability to maintain and enhance the value of our brand and consumers’ connection to our brand. We may, from time to time, be faced with negative publicity relating to food quality, restaurant facilities, guest complaints or litigation alleging illness or injury, health inspection scores, integrity of our or our suppliers’ food processing, employee relationships or other matters, regardless of whether the allegations are valid or whether we are held to be responsible. The negative impact of adverse publicity relating to one restaurant may extend far beyond the restaurant involved to affect some or all of our other restaurants, thereby causing an adverse effect on our business, financial condition or results of operations. A similar risk exists with respect to unrelated food service businesses, if consumers associate those businesses with our own operations.

The considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated by such incidents. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms may be adverse to our interests and/or may be inaccurate. The

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dissemination of inaccurate or irresponsible information online could harm our business, reputation, prospects, financial condition, or results of operations, regardless of the information’s accuracy. The damage may be immediate without affording us an opportunity for redress or correction.

Additionally, employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in the number of successful claims could materially adversely affect our business, financial condition or results of operations. Consumer demand for our restaurants and our brand’s value could diminish significantly if any such incidents or other matters create negative publicity or otherwise erode consumer confidence in us or our restaurants, which would likely result in lower sales and could materially adversely affect our business, financial condition or results of operations.

We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.

We do not own any real property, and lease all of our restaurant locations. Payments under our operating leases account for a significant portion of our expenses and we expect the new restaurants we open in the future will similarly be leased. The majority of our leases have lease terms of five to ten years, exclusive of customary extensions which are at our option. Most of our leases require a fixed annual rent which generally increases each year, and some require the payment of additional rent if restaurant sales exceed a negotiated amount. Generally, our leases are “net” leases, which require us to pay all of the cost of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, as each of our leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close restaurants in desirable locations. If we fail to negotiate renewals, we may have to dispose of assets at such restaurant locations and incur closure costs as well as impairment of property and equipment. Furthermore, if we fail to negotiate renewals, we may incur additional costs associated with moving transferable furniture, fixtures and equipment. These potential increased occupancy and moving costs, as well as closures of restaurants, could materially adversely affect our business, financial condition or results of operations.

Macroeconomic conditions, including economic downturns, may cause landlords of our leases to be unable to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures to pay required tenant improvement allowances or satisfy other lease covenants to us. In addition, tenants at shopping centers in which we are located or have executed leases, or to which our locations are near, may fail to open or may cease operations. Decreases in total tenant occupancy in shopping centers in which we are located, or to which our locations are near, may affect traffic at our restaurants. All of these factors could have a material adverse impact on our business, financial condition or results of operations.

We may need capital in the future, and we may not be able to raise that capital on favorable terms.

Developing our business will require significant capital in the future. To meet our capital needs, we expect to rely on our cash flows from operations, future offerings and other third-party financing. Third-party financing in the future may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions under term loans or other debt documents we may enter into. These factors may make the timing, amount, or terms and conditions of additional financings unattractive. Additionally, any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational

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matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Our inability to raise capital could impede our growth and could materially adversely affect our business, financial condition or results of operations.

Our Paycheck Protection Program loan and our applications for such loans could in the future be determined to have been impermissible or could result in damage to our reputation.

Between April and June 2020, we received proceeds of $9.5 million from loans, or the 2020 PPP Loans, under the Paycheck Protection Program of the CARES Act, of which $9.2 million was forgiven between May and August 2021, which we used to retain current employees, maintain payroll and make lease and utility payments. During 2021, we entered into several additional PPP loan agreements, providing for an additional aggregate loan amount of $13.5 million, or the 2021 PPP Loans, and together with the 2020 PPP Loans, the PPP Loans. All of the 2021 PPP Loans were forgiven during 2021 and in the first quarter of 2022. In addition, the Company has received approximately $16.8 million from the Restaurant Revitalization Fund, or the RRF Grant, under The American Rescue Plan Act of 2021.

In order to apply for the PPP Loans, we were required to certify, among other things, that the current economic uncertainty made the PPP Loans request necessary to support our ongoing operations. We made this certification in good faith after analyzing, among other things, our financial situation and access to alternative forms of capital and believe that we satisfied all eligibility criteria for the PPP Loans, and that our receipt of the PPP Loans is consistent with the broad objectives of the Paycheck Protection Program of the CARES Act. The certification described above does not contain any objective criteria and is subject to interpretation. On April 23, 2020, the SBA issued guidance stating that it is unlikely that a public company with substantial market value and access to capital markets will be able to make the required certification in good faith. The lack of clarity regarding loan eligibility under the Paycheck Protection Program has resulted in significant media coverage and controversy with respect to public companies applying for and receiving loans. If, despite our good-faith belief that given our Company’s circumstances we satisfied all eligible requirements for the PPP Loans, we are later determined to have violated any of the laws or governmental regulations that apply to us in connection with the PPP Loans, such as the False Claims Act, or it is otherwise determined that we were ineligible to receive the PPP Loans, we may be subject to penalties, including significant civil, criminal and administrative penalties and could be required to repay the PPP Loans in their entirety. Additionally, the funds provided by the RRF Grant must be used for specific purposes, and we are required to provide use of funds validations on an annual basis through March 2023 regarding our use of the funds. If the SBA determines we used our RRF Grant funds on ineligible expenses, or if we fail to provide such use of funds validations, we may be required to return certain funds. In addition, receipt of a PPP Loan and/or the RRF Grant may result in adverse publicity and damage to reputation, and a review or audit by the SBA or other government entity or claims under the False Claims Act could consume significant financial and management resources. Any of these events could have a material adverse effect on our business, results of operations and financial condition.

If we face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating results could be adversely affected.

Labor is a primary component in the cost of operating our restaurants. If we face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, increases in federal, state or local minimum wage rates or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses could increase and our growth could be adversely affected. In addition, our success depends in part upon our ability to attract, motivate and retain a sufficient number of well-qualified restaurant operators and management personnel, as well as a sufficient number of other qualified employees, to keep pace with our expansion schedule. Qualified individuals needed to fill these positions are in short supply in some geographic areas. In addition, restaurants have traditionally experienced relatively high employee turnover rates. Personal or public health concerns might make some existing employees or potential candidates reluctant to work in enclosed restaurant environments. Our failure to recruit and retain such individuals may delay the planned

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openings of new restaurants or result in higher employee turnover in existing restaurants, which could have a material adverse effect on our business, financial condition or results of operations.

If we are unable to continue to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected, thereby adversely affecting our business, financial condition or results of operations. Competition for these employees could require us to pay higher wages, which could result in higher labor costs. In addition, increases in the minimum wage would increase our labor costs. Additionally, costs associated with workers’ compensation are rising, and these costs may continue to rise in the future. We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case our margins would be negatively affected, which could materially adversely affect our business, financial condition or results of operations.

Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations.

Our business could be adversely affected by a failure to obtain visas or work permits or to properly verify the employment eligibility of our employees.

Some of our employees’ ability to work in the United States depends on obtaining and maintaining necessary visas and work permits. On certain occasions we have been, and in the future we may be, unable to obtain visas or work permits to bring necessary employees to the United States for any number of reasons including, among others, limits set by the U.S. Department of Homeland Security or the U.S. Department of State.

Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers. We currently participate in the “E-Verify” program, an Internet-based, free program run by the U.S. government to verify employment eligibility, in states in which participation is required, and we plan to introduce its use across all our restaurants. However, use of the “E-Verify” program does not guarantee that we will properly identify all applicants who are ineligible for employment. Unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that may negatively impact our brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who are unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financial condition or results of operations.

Labor disputes may disrupt our operations and affect our profitability, thereby causing a material adverse effect on our business, financial condition or results of operations.

As an employer, we are presently, and may in the future be, subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. Any future actions if brought against us and successful in whole or in part, may affect our ability to compete or could materially adversely affect our business, financial condition or results of operations.

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The minimum wage, particularly in California, continues to increase and is subject to factors outside of our control.

We have a substantial number of hourly employees who are paid wage rates based on the applicable federal or state minimum wage. From January 1, 2022 to January 1, 2023, the State of California had a minimum wage of $15.00 per hour. This minimum wage increased as of January 1, 2023 to $15.50 per hour. Moreover, municipalities may set minimum wages above the applicable state standards. The federal minimum wage has been $7.25 per hour since July 24, 2009. Any federally-mandated, state-mandated or municipality-mandated minimum wages may be raised in the future which could have a materially adverse effect on our business, financial condition or results of operations. If menu prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales and thereby reduce our margins and adversely affect our business, financial condition or results of operations.

Changes in employment laws may adversely affect our business, financial condition, results of operations or cash flow.

Various federal and state labor laws govern the relationship with our employees and affect operating costs. These laws include employee classification as exempt/non-exempt for overtime and other purposes, minimum wage requirements, tips and gratuity payments, unemployment tax rates, workers’ compensation rates, immigration status and other wage and benefit requirements. Significant additional government-imposed increases in the following areas could materially affect our business, financial condition, operating results or cash flow:

• minimum wages;

• tips and gratuities;

• mandatory health benefits;

• vacation accruals;

• paid leaves of absence, including paid sick leave; and

• tax reporting.

Failure to obtain and maintain required licenses and permits or to comply with alcoholic beverage or food control regulations could lead to the loss of our liquor and food service licenses and, thereby, harm our business, financial condition or results of operations.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food and alcoholic beverages. Such regulations are subject to change from time to time. The failure to obtain and maintain licenses, permits and approvals relating to such regulations could adversely affect our business, financial condition or results of operations. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, which would adversely affect our business, financial condition or results of operations.

Alcoholic beverage control regulations generally require our restaurants to apply to a state authority and, in certain locations, county or municipal authorities for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of daily operations of our restaurants, including minimum age of patrons and employees, hours of operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors, inventory control and handling, storage and dispensing of alcoholic beverages. Any future failure to comply with these regulations and obtain or retain liquor licenses could adversely affect our business, financial condition or results of operations.

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Governmental regulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business, financial condition or results of operations.

We are subject to various federal, state and local regulations. Our restaurants are subject to state and local licensing and regulation by health, alcoholic beverage, sanitation, food and occupational safety and other agencies. We may experience material difficulties or failures in obtaining the necessary licenses, approvals or permits for our restaurants, which could delay planned restaurant openings or affect the operations at our existing restaurants. In addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

We are subject to the U.S. Americans with Disabilities Act and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, including our restaurants. We may in the future have to modify restaurants, for example, by adding access ramps or redesigning certain architectural fixtures, to provide service to or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material.

Our operations are also subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws that govern these and other employment law matters. In addition, federal, state and local proposals related to paid sick leave or similar matters could, if implemented, materially adversely affect our business, financial condition or results of operations.

Compliance with environmental laws may negatively affect our business.

We are subject to federal, state and local laws and regulations concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances. These environmental laws provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous toxic substances. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such hazardous or toxic substances at, on or from our restaurants. Environmental conditions relating to releases of hazardous substances at prior, existing or future restaurant sites could materially adversely affect our business, financial condition or results of operations. Further, environmental laws, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition or results of operations.

Failure to comply with antibribery or anticorruption laws could adversely affect our reputation, business, financial condition or results of operations.

The U.S. Foreign Corrupt Practices Act and other similar applicable laws prohibiting bribery of government officials and other corrupt practices are the subject of increasing emphasis and enforcement around the world. Although we have implemented policies and procedures designed to promote compliance with these laws, there can be no assurance that our employees, contractors, agents, or other third parties will not take actions in violation of our policies or applicable law. Any such violations or suspected violations could subject us to civil or criminal penalties, including substantial fines and significant investigation costs, and could also materially damage our reputation, brands, expansion efforts and growth prospects, business, financial condition and results of operations. Publicity relating to any noncompliance or alleged noncompliance could also harm our reputation and adversely affect our business, financial condition or results of operations.

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We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material monetary damages and other remedies.

Our guests may file complaints or lawsuits against us alleging we caused an illness or injury they suffered at or after a visit to our restaurants, or that we have problems with food quality or operations. We are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and employment matters, equal opportunity, discrimination and similar matters, and we are presently subject to class action and other lawsuits with regard to certain of these matters and could become subject to additional class action or other lawsuits related to these or different matters in the future.

Additionally, we may be subject to claims regarding disputes with existing or future restaurant partners. We currently have a partner at our Honolulu, Hawaii restaurant location. Any disputes with this partner, or other partners, may cause issues for the business and operations of our Honolulu, Hawaii restaurant location or other restaurant locations.

In recent years, restaurant companies, including us, have been subject to lawsuits alleging violations of federal and state laws regarding workplace and employment conditions, discrimination and similar matters, and some restaurants have been subject to class action lawsuits in respect of such matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been brought alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of managers and failure to pay for all hours worked. We have been named in lawsuits like this, and there can be no assurance that we will not be named in any such lawsuits in the future or that we would not be required to pay substantial expenses and/or damages.

Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our insurance coverage for any claims could materially and adversely affect our business, financial condition or results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects, which in turn could materially adversely affect our business, financial condition or results of operations.

We are subject to state and local “dram shop” statutes, which may subject us to uninsured liabilities. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Because a plaintiff may seek punitive damages, which may not be fully covered by insurance, this type of action could have an adverse impact on our business, financial condition or results of operations. A judgment in such an action significantly in excess of, or not covered by, our insurance coverage could adversely affect our business, financial condition or results of operations. Further, adverse publicity resulting from any such allegations may adversely affect our business, financial condition or results of operations.

Our current insurance may not provide adequate levels of coverage against claims.

There are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business, financial condition or results of operations. In addition, our current insurance policies may not be adequate to protect us from liabilities that we incur in our business in areas such as workers’ compensation, general liability, auto and property. In the future, our insurance premiums may increase, and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain, insurance coverage could materially adversely affect our business, financial condition and results of operations. Failure to maintain adequate directors’ and officers’ insurance would likely adversely affect our ability to attract and retain qualified officers and directors.

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Changes to accounting rules or regulations may adversely affect our business, financial condition or results of operations.

Changes to existing accounting rules or regulations may impact our business, financial condition or results of operations. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. For instance, accounting regulatory authorities have recently issued new accounting rules which require lessees to capitalize operating leases in their financial statements. Beginning January 1, 2022, this change required us to record significant operating lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting rules or regulations could materially adversely affect our financial condition or results of operations.

Risks Relating to Tax Matters

GEN Inc. will depend on distributions from GEN LLC to pay any taxes and other expenses, including payments under the Tax Receivable Agreement.

GEN Inc. will be a holding company and, following this offering, its only business will be to act as the managing member of GEN LLC, and its only material assets will be Class A units representing approximately 9.6% of the membership interests of GEN LLC (or 10.9% if the underwriters exercise their option to purchase additional shares of Class A common stock in full). GEN Inc. does not have any independent means of generating revenue. We anticipate that GEN LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the members of GEN LLC. Accordingly, GEN Inc. will be required to pay income taxes on its allocable share of any net taxable income of GEN LLC. We intend to cause GEN LLC to make distributions to each of its members, including GEN Inc., in an amount intended to enable each member to pay applicable taxes on taxable income allocable to such member and to allow GEN Inc. to make payments under the Tax Receivable Agreement, which are expected to be substantial. In addition, GEN LLC will reimburse GEN Inc. for corporate and other overhead expenses. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, GEN Inc. shall receive a tax distribution calculated using the corporate rate before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members accordance with the GEN LLC Agreement. To the extent that GEN Inc. needs funds, and GEN LLC is restricted from making such distributions under applicable laws or regulations, or is otherwise unable to provide such funds, it could materially and adversely affect GEN Inc.’s ability to pay taxes and other expenses, including payments under the Tax Receivable Agreement, and affect our liquidity and financial condition. In addition, although we do not currently expect to pay dividends, such restrictions could affect our ability to pay any dividends, if declared.

The Internal Revenue Service, or the IRS, might challenge the tax basis step-ups and other tax benefits we receive in connection with this offering and the related transactions and in connection with future acquisitions of GEN LLC units.

GEN Inc. may in the future acquire GEN LLC units in exchange for shares of our Class A common stock or, at our election, cash. Those acquisitions and exchanges are expected to result in increases in the tax basis of the assets of GEN LLC reflecting the difference between the price GEN Inc. pays to acquire GEN LLC units and the tax basis of the assets of GEN LLC at the time of the acquisition. These increases in tax basis are expected to increase (for tax purposes) GEN Inc.’s depreciation and amortization and, together with other tax benefits, reduce the amount of tax that GEN Inc. would otherwise be required to pay, although it is possible that the IRS might challenge all or part of these tax basis increases or other tax benefits, and a court might sustain such a challenge. Additionally, GEN Inc.’s ability to benefit from any tax basis increases or other tax benefits will depend upon a number of factors, as discussed below, including the timing and amount of our future income. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement if the basis increases or other tax benefits described above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of our ultimate cash tax savings.

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GEN Inc. will be required to pay over to members of GEN LLC most of the tax benefits GEN Inc. receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of units of GEN LLC in the future, and the amount of those payments are expected to be substantial.

GEN Inc. will enter into the Tax Receivable Agreement with members of GEN LLC (not including GEN Inc.). The Tax Receivable Agreement will provide for payment by GEN Inc. to members of GEN LLC or their permitted assignees (not including GEN Inc.) of 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement (including tax benefits related to imputed interest). Generally, payments under the Tax Receivable Agreement will be made to certain members of GEN LLC pursuant to the terms of the Tax Receivable Agreement. Such payments will reduce the cash provided by the tax savings previously described that would otherwise have been available to GEN Inc. for other uses, including reinvestment or dividends to GEN Inc. Class A stockholders. GEN Inc. will retain the benefit of the remaining 15% of these net cash tax savings.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless we exercise our right to terminate a Tax Receivable Agreement (or it is terminated due to a change in control or our breach of a material obligation thereunder), in which case, GEN Inc. will be required to make the termination payment specified in that Tax Receivable Agreement. The payments under the Tax Receivable Agreement are not conditioned upon a recipient’s continued ownership in GEN LLC or GEN Inc. In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets and the net operating losses (and similar items), we expect that future payments to the holders of rights under the Tax Receivable Agreement will equal $91.8 million in the aggregate, based on an assumed price of our Class A common stock of $11.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), although the actual future payments to the members of GEN LLC will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. We expect to receive distributions from GEN LLC in order to make any required payments under the Tax Receivable Agreement. However, we may need to incur debt to finance payments under the Tax Receivable Agreement to the extent such distributions or our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of GEN Inc.’s income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging unitholder’s tax basis in its units at the time of the relevant exchange; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that GEN Inc. may have made under the Tax Receivable Agreement and the portion of GEN Inc.’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of GEN LLC attributable to the acquired or exchanged GEN LLC interests, and certain other tax benefits, the payments that GEN Inc. will be required to make to the holders of rights under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our financial condition and liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits GEN Inc. receives in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to GEN Inc. by GEN LLC are not sufficient to permit GEN Inc. to make payments under the Tax Receivable Agreement.

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In certain circumstances, including at our option, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that GEN Inc. actually realizes.

The Tax Receivable Agreement will provide that if (i) GEN Inc. exercises its right to early termination of the Tax Receivable Agreement in whole (that is, with respect to all benefits due to all beneficiaries under the Tax Receivable Agreement) or in part (that is, with respect to some benefits due to all beneficiaries under the Tax Receivable Agreement), (ii) GEN Inc. experiences certain changes in control, (iii) the Tax Receivable Agreement is rejected in certain bankruptcy proceedings, (iv) GEN Inc. fails (subject to certain exceptions) to make a payment under the Tax Receivable Agreement or (v) GEN Inc. materially breaches its obligations under the Tax Receivable Agreement, in each of (iii), (iv) and (v), if such failure is not cured within 90 days, GEN Inc. will be obligated to make an early termination payment to holders of rights under the Tax Receivable Agreement equal to the present value of all payments that would be required to be paid by GEN Inc. under the Tax Receivable Agreement. The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on an initial public offering price of $11.00 per share of our Class A Common Stock, we estimate that we would be required to pay approximately $52.1 million in the aggregate under the Tax Receivable Agreement. We note, however, that the analysis set forth above assumes no material changes in the relevant tax law. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates. The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by GEN Inc. under the Tax Receivable Agreement at a rate equal to the lesser of (a) 6.5% and (b) the Secured Overnight Financing Rate, as reported by the Wall Street Journal (SOFR) plus 400 basis points.

Moreover, as a result of an elective early termination, a change in control or GEN Inc.’s material breach of its obligations under the Tax Receivable Agreement, GEN Inc. could be required to make payments under the Tax Receivable Agreement that exceed its actual cash savings under that Tax Receivable Agreement. Thus, GEN Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative effect on its financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. We cannot assure you that we will be able to finance any early termination payment. It is also possible that the actual benefits ultimately realized by us may be significantly less than were projected in the computation of the early termination payment. We will not be reimbursed if the actual benefits ultimately realized by us are less than were projected in the computation of the early termination payment.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such a challenge. GEN Inc. will not be reimbursed for any payments previously made under either of the Tax Receivable Agreement if the basis increases described above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefit that GEN Inc. actually realizes in respect of the increases in tax basis (and utilization of certain other tax benefits) and GEN Inc. may not be able to recoup those payments, which could adversely affect GEN Inc.’s financial condition and liquidity.

In certain circumstances, GEN LLC will be required to make distributions to us and the other members of GEN LLC, and the distributions that GEN LLC will be required to make may be substantial.

GEN LLC is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is generally not directly subject to U.S. federal income tax. Instead, taxable income will be allocated to members, including GEN Inc. Pursuant to the GEN LLC Agreement, GEN LLC will make tax distributions to its members, including GEN Inc., which generally will be made pro rata based on the ownership of GEN LLC units, calculated using an assumed tax rate, to help each of the members to pay taxes on that member’s allocable share

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of GEN LLC’s net taxable income. Under applicable tax rules, GEN LLC is required to allocate net taxable income disproportionately to its members in certain circumstances, and GEN LLC may be required to make tax distributions that, in the aggregate, exceed the aggregate amount of taxes payable by its members with respect to the allocation of GEN LLC income.

Funds used by GEN LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions GEN LLC will be required to make may be substantial, and may significantly exceed (as a percentage of GEN LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with reference to an assumed tax rate, and because of the disproportionate allocation of net taxable income, these payments may significantly exceed the actual tax liability for many of the existing members of GEN LLC. Any tax distributions made to the members of GEN LLC are treated as an advance against, and will reduce, future distributions.

As a result of potential differences in the amount of net taxable income allocable to us and to the members of GEN LLC, as well as the use of an assumed tax rate in calculating GEN LLC’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. We may choose to manage these excess distributions through a number of different approaches, including through the payment of dividends to our Class A common stockholders or by applying them to other corporate purposes.

Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other passthrough entities. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

Our businesses are subject to income taxation in the United States. Tax rates at the federal, state and local levels may be subject to significant change. If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.

Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) are determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level. GEN LLC (or any of its applicable subsidiaries or other entities in which GEN LLC directly or indirectly invests that are treated as partnerships for U.S. federal income tax purposes) may be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and GEN Inc., as a member of GEN LLC (or such other entities), could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes could similarly result in GEN LLC (or any of its applicable

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subsidiaries or other entities in which GEN LLC directly or indirectly invests) being required to pay or indirectly bear the economic burden of state or local taxes and associated interest, and penalties.

Under certain circumstances, GEN LLC or an entity in which GEN LLC directly or indirectly invests and that is treated as a partnership for tax purposes may be eligible to make an election to cause members of GEN LLC (or such other entity) to take into account the amount of any understatement, including any interest and penalties, in accordance with such member’s share in GEN LLC in the year under audit. We will decide whether or not to cause GEN LLC to make this election; however, there are circumstances in which the election may not be available and, in the case of an entity in which GEN LLC directly or indirectly invests, such decision may be outside of our control. If GEN LLC or an entity in which GEN LLC directly or indirectly invests does not make this election, the then-current members of GEN LLC (including GEN Inc.) could economically bear the burden of the understatement.

If GEN LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, GEN Inc. and GEN LLC might be subject to potentially significant tax inefficiencies, and GEN Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that GEN LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is an entity that otherwise would be treated as a partnership for U.S. federal income tax purposes, the interests of which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of GEN LLC units pursuant to the GEN LLC Agreement or other transfers of GEN LLC units could cause GEN LLC to be treated like a publicly traded partnership. From time to time the U.S. Congress has considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If GEN LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for GEN Inc. and GEN LLC, including as a result of GEN Inc.’s inability to file a consolidated U.S. federal income tax return with GEN LLC. In addition, GEN Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of GEN LLC’s assets) were subsequently determined to have been unavailable.

Risks Relating to this Offering and Ownership of Our Common Stock

No public market for our Class A common stock currently exists, and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our Class A common stock. Although we have applied to list our Class A common stock on the Exchange under the symbol “GENK,” an active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. The initial public offering price was determined by negotiations among us and the underwriters and may not be indicative of the future prices of our Class A common stock.

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The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The market price of our common stock is likely to be volatile. If you purchase shares of our Class A common stock in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. Following the completion of our initial public offering, the market price of our Class A common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control and may not be related to our operating performance, including:

• announcements of new restaurants, commercial relationships, acquisitions or other events by us or our competitors;

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of restaurant companies in general;

• addition or loss of significant customers or other developments with respect to significant customers;

• fluctuations in the trading volume of our shares or the size of our public float;

• actual or anticipated changes or fluctuations in our operating results;

• whether our operating results meet the expectations of securities analysts or investors;

• actual or anticipated changes in the expectations of investors or securities analysts;

• litigation involving us, our industry, or both;

• regulatory developments in the United States, foreign countries, or both applicable to our products;

• general economic conditions and trends;

• major catastrophic events;

• lockup releases or sales of large blocks of our Class A common stock;

• departures of key employees; or

• an adverse impact on the company from any of the other risks cited in this prospectus.

In addition, if the stock market for restaurant companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, operating results or financial condition. Stock prices of many restaurant companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

The disparity in the voting rights among the classes of our common stock and inability of the holders of our Class A common stock to influence decisions submitted to a vote of our stockholders may have an adverse effect on the price of our Class A common stock.

Holders of our Class A common stock and Class B common stock will vote together as a single class on almost all matters submitted to a vote of our stockholders. Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock will entitle its holder to ten votes on all matters to be voted on by stockholders. See “Organizational Structure—Voting Rights of the Class A Common Stock and Class B Common Stock.” The difference in voting rights could adversely affect the value of our Class A common stock to the extent that investors view, or any potential future purchaser of our company views, the superior voting rights and implicit control of the Class B common stock to have value.

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Sales of substantial blocks of our Class A common stock into the public market after this offering, including when “lock-up” or “market standoff” periods end, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline.

Sales of substantial blocks of our Class A common stock into the public market after this offering, including when “lock-up” or “market standoff” periods end, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. Upon completion of this offering, we will have 3,000,000 shares of Class A common stock outstanding (assuming no exercise of the underwriters’ option to purchase additional shares). All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act.

Subject to exceptions described under the caption “Underwriting,” we, all of our directors and officers and substantially all of the other holders of our capital stock and securities convertible into, or exchangeable for, our capital stock have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of Class A common stock without the permission of the underwriters for a period of 180 days from the date of this prospectus. When the applicable lock-up period expires, we, our directors and officers and locked-up equityholders will be able to sell shares into the public market. The underwriters may, in their sole discretion, permit our directors and officers and locked-up equityholders to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters.

Pursuant to the Registration Rights Agreement, and subject to the lock-up agreements described above, holders of our Class B common stock will have rights to require us to file registration statements covering the sale of shares of Class A common stock issuable upon exchange of the corresponding Class B units or to include such shares in registration statements that we may file for ourselves or other stockholders. See “Organizational Structure—Registration Rights Agreement.” We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

We intend to file a registration statement on Form S-8 under the Securities Act to register the 4,000,000 shares of Class A common stock reserved for issuance under the 2023 Plan. The 2023 Plan will provide for automatic increases in the shares reserved for grant or issuance under the plan which could result in additional dilution to our stockholders. Once we register the shares under these plans, they can be freely sold in the public market upon issuance and vesting, subject to a 180-day lock-up period and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants.

We are a “controlled company” within the meaning of the Exchange’s listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After this offering, our co-founders will continue to control a majority of the voting power of our outstanding common stock. As a result, we will qualify as a “controlled company” within the meaning of the corporate governance standards of the Exchange. Under these rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee be composed entirely of independent directors.

Following this offering, we intend to rely on some or all of these exemptions. As a result, at least initially, we will not have a majority of independent directors, our compensation committee may not consist entirely of independent directors and our directors may not be nominated or selected entirely by independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Exchange.

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Insiders will continue to have substantial control over our company after this offering, which could limit your ability to influence the outcome of key decisions, including a change of control.

Following this offering, our co-founders will continue to control more than 50% of the voting power of our common stock in the election of directors. This control will limit or preclude your ability to influence corporate matters for the foreseeable future. These stockholders will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. Their interests may differ from yours and they may vote in a manner that is adverse to your interests. This control may deter, delay or prevent a change of control of our company, deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and may ultimately affect the market price of our Class A common stock.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

We expect the initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of our Class A common stock, after giving effect to the exchange of all outstanding Class B units for shares of our Class A common stock. Therefore, investors purchasing shares of Class A common stock in this offering will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. As a result, investors will:

• incur immediate dilution of $10.41 per share; and

• contribute the total amount invested to date to fund GEN Inc., but will own only approximately 9.6% of the shares of our Class A common stock outstanding, after giving effect to the exchange of all Class B units outstanding immediately after the Reorganization and this offering for shares of our Class A common stock. See “Dilution.”

Investors in this offering will experience further dilution upon the issuance of shares underlying awards made pursuant to any equity incentive plans, including the 2023 Plan. See “Organizational Structure—The GEN LLC Agreement—Classes of GEN LLC Units.”

We have broad discretion in the use of net proceeds that we receive in this offering and we may not use them effectively.

After giving effect to the use of proceeds described in “Use of Proceeds” and the Reorganization, we expect to have remaining net proceeds, which we currently intend to use for expenses incurred by us in connection with this offering and the Reorganization, and for working capital and other general corporate purposes, including new unit openings. Our management will have broad discretion in the application of the net proceeds. The failure by our management to apply these funds effectively could harm our business, operating results and financial condition.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

We have no present intention to pay any cash dividends on our common stock in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Our charter documents and the Delaware General Corporation Law, or the DGCL, could discourage takeover attempts and other corporate governance changes.

Our certificate of incorporation and bylaws in effect upon completion of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for

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stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include the following provisions that:

• our board of directors will be classified into three classes of directors with staggered three-year terms;

• directors are only able to be removed from office for cause and with the affirmative vote of at least a majority of the voting power of all shares of our common stock then outstanding;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• prohibit stockholder action by written consent, which requires stockholder actions to be taken at a meeting of our stockholders;

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings;

• provide the board of directors with sole authorization to establish the number of directors and fill director vacancies;

• certain provisions of our amended and restated certificate may only be amended with the approval of at least 66²⁄₃% of the voting power of all shares of our common stock then outstanding;

• the board of directors is expressly authorized to make, alter, or repeal our amended and restated bylaws and that our stockholders may amend our bylaws only with the approval of at least 66²⁄₃% of the voting power of all shares of our common stock then outstanding; and

• special meetings of the stockholders may not be called at the request of stockholders.

In addition, as a Delaware corporation, we are subject to Section 203 of the DGCL. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a period of time. In addition, debt instruments we may enter into in the future may include provisions entitling the lenders to demand immediate repayment of all borrowings upon the occurrence of certain change of control events relating to our company, which also could discourage, delay or prevent a business combination transaction.

Our amended and restated certificate of incorporation will include an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any complaint asserting any internal corporate claims, including claims in the right of the Company that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. In addition, our amended and restated certificate of incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. We note, however, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. This forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.

This choice of forum provision may limit a stockholder’s ability to bring a claim in other judicial forums for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees in jurisdictions other than Delaware, or federal courts, in the case of claims arising under the Securities Act. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.

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Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. The exclusive forum clause may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. See the section entitled “Description of Capital Stock—Exclusive Forum Clause.”

General Risk Factors

Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business.

Our credit facility with Pacific City Bank provides for an $8.0 million revolving line of credit. As of March 31, 2023, the aggregate principal amount of our debt outstanding under the credit facility was $6.7 million, due in September 2023. In addition, we have outstanding EIDL loans in the amount of $3.9 million, due in 2050 and 2051. We also may enter into new borrowing arrangements and incur significant indebtedness in the future to continue to support our growth.

Our existing and any future indebtedness could have important consequences, including:

• making it more difficult for us to make payments on our existing indebtedness;

• increasing our vulnerability to general economic and industry conditions;

• requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates on our borrowings under our credit facility, which is at variable rates of interest;

• limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

Our ability to make payments on debt, to repay existing or future indebtedness when due, to fund operations and significant planned capital expenditures will depend on our ability to generate cash in the future. Our ability to produce cash from operations is, and will be, subject to a number of risks, including those described in this prospectus. Our financial condition, including our ability to make payments on our debt, is also subject to external factors such as interest rates, the level of lending activity in the credit markets and other external industry-specific and more general external factors, including those described in this prospectus.

We may not be able to borrow additional financing or to refinance our credit facility or other indebtedness we may incur in the future, if required, on commercially reasonable terms, if at all.

The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Exchange, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and

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procedures and internal controls over financial reporting. Significant resources and management oversight will be required to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Our management team has limited experience managing a public company.

Most members of our management team have limited or no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. There are significant obligations we will now be subject to relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage our transition to being a public company. These new obligations and added scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating results and financial condition.

We have no history operating as a consolidated entity.

Prior to this offering, we have operated as GEN Restaurant Group, an unconsolidated group of entities listed in the historical financial statements included in this prospectus and owned primarily by either David Kim or Jae Chang, our co-Chief Executive Officers and Directors. Following the completion of this offering and the Reorganization described in “Organizational Structure,” we will operate as a consolidated entity with GEN Inc. as the publicly traded holding company and GEN LLC as the primary operating company conducting our business operations through its subsidiaries. The process of consolidating will divert significant management attention away from operating our restaurants which could negatively impact our results of operations and financial position. In addition, we may incur unforeseen costs in connection with our consolidation including with respect to the rearrangement of employee functions and other human resources matters as well as those costs associated with the development of Company-wide policies and procedures for the uniform operation of our business across all of our locations. Further, we may experience negative changes to our management dynamics, including change related to having a co-chief executive officer arrangement, which could negatively impact our operations and financial performance.

We have identified two material weaknesses in our internal control over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely, accurate and reliable financial statements could be impaired.

We have identified two material weaknesses in our internal control over financial reporting that we are currently working to remediate. The first material weakness relates to a lack of adequate and timely review of accounts and reconciliations by management, primarily due to a large number of accounting journal entries across GEN Restaurant Group’s operating entities resulting in material audit adjustments and significant post-closing adjustments. The second material weakness relates to an inadequate design of our information technology controls and inappropriate access by members of our finance team, primarily due to our accounting system’s open architecture and a lack of segregation of duties within our finance team. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected

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on a timely basis. These deficiencies could result in additional material misstatements to our financial statements that could not be prevented or detected on a timely basis.

Our management has concluded that these material weaknesses in our internal control over financial reporting are due to the fact that we are a private company made up of an unconsolidated group of entities with limited resources and do not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources and personnel with the appropriate level of experience and technical expertise to oversee our business processes and controls.

Our management is in the process of developing and implementing remediation plans, including operational improvements designed to limit journal entries as well as implementing an accounting system with a closed architecture. The material weaknesses will be considered remediated when we design and implement effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. If not remediated, these material weaknesses could result in further material misstatements to our annual or interim financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after the consummation of the offering if our Independent Registered Public Accounting Firm is unable to express an unqualified opinion as to the effectiveness of the Company’s internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of the Class A common stock could be adversely affected and we could become subject to litigation or investigations by the Exchange, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We are an “emerging growth company” and a “smaller reporting company” and as a result of the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company,” as defined under the Exchange Act. As an emerging growth company and a smaller reporting company, we may follow reduced disclosure requirements and do not have to make all of the disclosures that public companies that are not emerging growth companies or smaller reporting companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering; (c) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our voting and non-voting common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th (and we have been a public company for at least 12 months and have filed at least one annual report on Form 10-K). For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

• presenting only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

• reduced disclosure about our executive compensation arrangements;

• exemption from the requirements to hold non-binding stockholder advisory votes on executive compensation or golden parachute arrangements;

• extended transition periods for complying with new or revised accounting standards;

• exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

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• exemption from complying with any requirement that may be adopted by the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We are also a “smaller reporting company,” as defined in the Exchange Act, and we will remain a smaller reporting company until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is more than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter. Similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosure and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide selected financial data, supplemental financial information or risk factors.

We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies and smaller reporting companies. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our shares price may be more volatile.

If we fail to maintain or implement effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on our business and the per share price of our Class A common stock.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Exchange.

We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes- Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with

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our second annual report on Form 10-K. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the market price of our Class A common stock.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock will partially depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. For example, several of the reports rely on or employ projections of consumer adoption and incorporate data from secondary sources such as company websites as well as industry, trade and government publications. While our estimates of market size and expected growth of our market were made in good faith and are based on assumptions and estimates we believe to be reasonable, these estimates may not prove to be accurate. Even if the market in which we compete meets the size estimates and growth forecast in this prospectus, our business could fail to grow at the rate we anticipate, if at all.

Failure to retain our senior management may adversely affect our operations.

Our success is substantially dependent on the continued service of certain members of our senior management. These executives have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brand, culture and the reputation we enjoy with suppliers, customers and consumers. We also rely on our leadership team for operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities, arranging necessary financing, and for general and administrative functions. The loss of the services of any of these executives or other key employees could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our common stock to decline. We also currently have co-CEOs, and this management structure could be cumbersome and lead to disagreements at the management level. Furthermore, certain agreements between us and our co-CEOs could give rise to claims by us against our co-CEOs in certain circumstances. See “Certain Relationships and Related Person Transactions” for additional information on these agreements. We do not currently carry key-person life insurance for our senior executives. To continue to execute our growth strategy, we also must identify, hire and retain highly skilled personnel. We might not be successful in continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on our business, financial condition or results of operations.

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A breach of security of confidential consumer information related to our electronic processing of credit and debit card transactions, as well as a breach of security of our employee information, could substantially affect our reputation, business, financial condition of results of operations.

The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information has been stolen. We may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedings relating to these types of incidents. We may ultimately be held liable for the unauthorized use of a cardholder’s card number in an illegal activity and be required by card issuers to pay charge-back fees. In addition, most states have enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. Any such claim or proceeding could cause us to incur significant unplanned expenses, which could have an adverse impact on our business, financial condition or results of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on us and could substantially affect our reputation and business, financial condition or results of operations.

In addition, our business requires the collection, transmission and retention of large volumes of guest and employee data, including personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The collection and use of such information is regulated at the federal and state levels, as well as at the international level, in which regulatory requirements have been increasing. Additionally, we have been subject to security breaches and cyber incidents in the past and our preventative measures and incident response efforts may not be entirely effective at preventing future breaches. As our environment continues to evolve in the digital age and reliance upon new technologies becomes more prevalent, it is imperative we secure the privacy and sensitive information we collect. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability, remediation costs and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations.

We rely on information technology systems and any inadequacy, failure or interruption of those systems may harm our ability to effectively operate our business.

We are dependent on various information technology systems, including, but not limited to, point-of-sale processing in our restaurants for management of our supply chain, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. No operational applications are physically hosted on our premises, although we do manage internal file servers. Most of our applications are operated in the cloud, either as Software as a Service (SaaS) platforms or hosted services. Key third-party, cloud-based systems include Microsoft OneDrive for document storing, sharing and collaboration and other platforms to manage activities including, but not limited to, payroll and personnel data. We also use Revel for our point-of-sale (POS) system and Quickbooks. A failure of our information technology systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies and loss of sales, causing our business to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures and viruses and security breaches. Any such damage or interruption could have a material adverse effect on our business.

We also expect to implement new information technology systems following the consummation of this offering. Implementations of new systems are often complex and time-consuming, and the use of any new systems involve risks inherent to conversion to a new system. These risks include loss of information, the compromise of data integrity and the potential disruption of our normal business operations. The implementation process may be disruptive if the new information technology systems do not work as planned, or if we experience issues relating to the new technology. Any disruption to our normal business operations and/or our failure to manage such disruptions could have a material adverse effect on our business.

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Our actual or perceived failure to comply with privacy, data protection and information security laws, regulations and obligations could harm our business.

We are subject to numerous federal, state, local and international laws and regulations regarding privacy, data protection, information security and the storing, sharing, use, processing, transfer, disclosure and protection of personal information and other content and data, which we refer to collectively as privacy laws, the scope of which is changing, subject to differing interpretations and may be inconsistent among countries, or conflict with other laws, regulations or other obligations. We are also subject to the terms of our privacy policies and obligations to our customers and other third parties related to privacy, data protection and information security. We strive to comply with applicable privacy laws; however, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, varied, and it is possible that these or other actual obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another.

California also recently enacted legislation affording consumers expanded privacy protections: the California Consumer Privacy Act of 2018, or CCPA, went into effect as of January 1, 2020 and was subject to enforcement starting July 1, 2020. Additionally, the California Attorney General issued CCPA regulations that add additional requirements on businesses. The potential effects of this legislation and the related CCPA regulations may require us to incur substantial costs and expenses in an effort to comply. For example, the CCPA gives California residents (including employees, though only in limited circumstances until January 1, 2023) expanded rights to transparency, access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is collected and used. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. Additionally, a new privacy law, the California Privacy Rights Act, or CPRA, was approved by California voters in the November 3, 2020 election. The CPRA significantly modifies the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in efforts to comply. The enactment of the CCPA and CPRA is prompting similar legislative developments in other states in the United States, which could create the potential for a patchwork of overlapping but different state laws, and is inspiring federal legislation.

Further, some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of operating our products and services and other aspects of our business.

With laws and regulations such as the CCPA/CPRA imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, there is a risk that the requirements of these or other laws and regulations, or of contractual or other obligations relating to privacy, data protection or information security, are interpreted or applied in a manner that is, or is alleged to be, inconsistent with our management and processing practices, our policies or procedures, or the features of our products and services. We may face challenges in addressing their requirements and making any necessary changes to our policies and practices, and we may find it necessary or appropriate to assume additional burdens with respect to data handling, to restrict our data processing or otherwise to modify our data handling practices and to incur significant costs and expenses in these efforts. Any failure or perceived failure by us to comply with our privacy policies, our privacy, data protection or information security-related obligations to customers or other third parties or any of our other legal obligations relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others, and could result in significant liability or cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the adoption and use of, and reduce the overall demand for, our products and services.

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Additionally, if third parties we work with violate applicable laws or regulations or our contracts and policies, such violations may also put our customers’, suppliers’ or other third parties’ content and personal information at risk and could in turn have an adverse effect on our business. Any significant change to applicable privacy laws or relevant industry practices could increase our costs and require us to modify our platform, applications and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process customer data or develop new applications and features.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus, including, but not limited to, the following:

• the impact of the COVID-19 pandemic;

• our ability to operate as a consolidated public company;

• our ability to successfully achieve increases in AUVs;

• our ability to successfully execute our growth strategy and open new restaurants that are profitable;

• our ability to expand in existing and new markets;

• our projected growth in the number of our restaurants;

• macroeconomic conditions and other economic factors;

• our ability to compete with many other restaurants;

• our reliance on vendors, suppliers and distributors;

• concerns regarding food safety and foodborne illness;

• changes in consumer preferences and the level of acceptance of our restaurant concept in new markets;

• minimum wage increases and mandated employee benefits that could cause a significant increase in our labor costs;

• the failure of our automated equipment or information technology systems or the breach of our network security;

• the loss of key members of our management team;

• the impact of our UP-C structure;

• the impact of governmental laws and regulations; and

• other risks, uncertainties and factors set forth in this prospectus, including those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances

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reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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ORGANIZATIONAL STRUCTURE

On October 28, 2021, GEN Inc. was incorporated as a Delaware corporation. Prior to this offering, GEN Inc. and GEN LLC have had no business operations. Our business is currently conducted through the entities comprising GEN Restaurant Group.

The Reorganization

The entities comprising GEN Restaurant Group will be consolidated as subsidiaries of GEN LLC with the owners of GEN Restaurant Group receiving membership units of GEN LLC in exchange for the ownership interests of GEN Restaurant Group. The following actions will be taken in connection with the closing of this offering:

• GEN Inc. will amend and restate its certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock. See “Description of Capital Stock.”

• GEN Inc. will sell to the underwriters in this offering 3,000,000 shares of our Class A common stock, or 3,450,000 shares of our Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full.

• We will amend and restate the limited liability company agreement of GEN LLC, or as amended and restated, the GEN LLC Agreement, to, among other things, provide for Class A units and Class B units and appoint GEN Inc. as the managing member of GEN LLC. See “—The GEN LLC Agreement.”

• GEN Inc. will use approximately $30.7 million of the net proceeds of this offering to acquire 3,000,000 newly issued Class A units of GEN LLC at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering. If the underwriters exercise their option to purchase additional shares of Class A common stock, we would use the additional net proceeds to acquire additional newly issued Class A units.

• The GEN LLC Agreement will classify the interests acquired by GEN Inc. as Class A units and reclassify the interests held by the other members of GEN LLC as Class B units, and will permit the members of GEN LLC to exchange Class B units for shares of Class A common stock on a one-for-one basis or, at our election, for cash. Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for cancellation as a condition of exercising its right to exchange Class B units for shares of our Class A common stock or, at our election, for cash.

• GEN Inc. will enter into the Tax Receivable Agreement for the benefit of the other members of GEN LLC (not including GEN Inc.) pursuant to which GEN Inc. will pay 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in connection with future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement (including tax benefits related to imputed interest). See “—Tax Receivable Agreement.”

• We will enter into a Registration Rights Agreement with the Class B stockholders to provide for certain rights and restrictions after the offering. See “—Registration Rights Agreement.”

We refer to the actions listed above as the “Reorganization.”

Our Class B Common Stock

For each membership unit of GEN LLC that is reclassified as a Class B unit in the Reorganization, we will issue to the Class B unitholder one corresponding share of our Class B common stock. Immediately following the Reorganization, we will have outstanding 28.141,566 shares of Class B common stock held of record by 17 stockholders.

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The Class B stockholders will initially have 98.9% of the combined voting power of our common stock (or 98.8% if the underwriters exercise their option to purchase additional shares of Class A common stock in full). When a Class B unit is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired. We will not issue any further Class B units or shares of Class B common stock after the completion of the Reorganization, except to holders of Class B units in a number necessary to maintain a one-to-one ratio between the number of Class B units and the number of shares of Class B common stock outstanding.

Our Class A Common Stock

We expect 3,000,000 shares of our Class A common stock to be outstanding after this offering (or 3,450,000 shares if the underwriters exercise their option to purchase additional shares in full), all of which will be sold pursuant to this offering.

The Class A common stock outstanding will represent 100% of the rights of the holders of all classes of our outstanding common stock to share in distributions from GEN Inc., except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B units.

Post-Offering Holding Company Structure

This offering is being conducted through what is commonly referred to as an “UP-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides the existing partners with the tax advantage of continuing to own interests in a pass-through structure and provides current and potential future tax benefits for the public company and economic benefits for the existing partners when they ultimately exchange their pass-through interests and corresponding shares of Class B common stock for shares of Class A common stock. See “—Tax Receivable Agreement.”

GEN Inc. will be a holding company and, following this offering, its only business will be to act as the managing member of GEN LLC, and its only material assets will be Class A units representing approximately 9.6% of GEN LLC units (or 10.9% if the underwriters exercise their option to purchase additional shares of Class A common stock in full). In its capacity as the managing member, GEN Inc. will operate and control all of GEN LLC’s business and affairs. We will consolidate the financial results of GEN LLC and will report non-controlling interests related to the interests held by the other members of GEN LLC in our consolidated financial statements. The membership interests of GEN LLC owned by us will be classified as Class A units and the remaining approximately 90.4% of GEN LLC units (or 89.1% if the underwriters exercise their option to purchase additional shares of Class A common stock in full), which will continue to be held by the current owners of GEN Restaurant Group, will be classified as Class B units. GEN Inc. consolidates GEN LLC due to GEN Inc.’s power to control GEN LLC, making it the primary beneficiary and managing member of the variable interest entity.

Pursuant to the GEN LLC Agreement, each Class B unit will be exchangeable for one share of GEN Inc.’s Class A common stock or, at GEN Inc.’s election, for cash. The exchange ratio is subject to appropriate adjustment by GEN Inc. in the event Class A units are issued to GEN Inc. without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions. Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for retirement as a condition of exercising its right to exchange Class B units for shares of our Class A common stock or, at our election, for cash. The diagram below illustrates our structure and anticipated ownership immediately after the Reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares) and does not reflect the issuances of awards pursuant to the 2023 Plan.

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Amounts may not sum to total due to rounding.

(1) At the closing of this offering, the members of GEN LLC other than GEN Inc. will be certain historic owners of GEN Restaurant Group, all of whom, in the aggregate, will own 28,141,566 Class B units of GEN LLC and 28,141,566 shares of Class B common stock of GEN Inc. after this offering.

(2) Each share of Class A common stock will be entitled to one vote and will vote together with the Class B common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. See “—Voting Rights of Class A Common Stock and Class B Common Stock.”

(3) Each share of Class B common stock is entitled to ten votes and will vote together with the Class A common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. The Class B common stock will not have any economic rights in GEN Inc.

(4) GEN Inc. will own all of the Class A units of GEN LLC after the Reorganization, which upon the completion of this offering will represent the right to receive approximately 9.6% of the distributions made by GEN LLC assuming no exercise of the underwriters’ option to purchase additional shares and approximately 10.9% of the distributions made by GEN LLC if the underwriters exercise their option to purchase additional shares in full. While this interest represents a minority of economic interests in GEN LLC, it represents 100% of the voting interests, and GEN Inc. will act as the managing member of GEN LLC. As a result, GEN Inc. will operate and control all of GEN LLC’s business and affairs and will be able to consolidate its financial results into GEN Inc.’s financial statements.

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(5) The historic owners of the GEN Restaurant Group will collectively hold all Class B common stock of GEN Inc. outstanding after this offering. They also will collectively hold all Class B units of GEN LLC, which upon the completion of this offering will represent the right to receive approximately 90.4% of the distributions made by GEN LLC assuming no exercise of the underwriters’ option to purchase additional shares and approximately 89.1% of the distributions made by GEN LLC if the underwriters exercise their option to purchase additional shares in full. The historic owners of the GEN Restaurant Group will have no voting rights in GEN LLC on account of the Class B units, except for the right to approve amendments to the GEN LLC Agreement that adversely affect their rights as holders of Class B units. However, through their ownership of shares of Class B common stock, the historic owners of the GEN Restaurant Group will control a majority of the voting power of the common stock of GEN Inc., the managing member of GEN LLC, and will therefore have indirect control over GEN LLC. Class B units may be exchanged for shares of our Class A common stock or, at our election, for cash, subject to certain restrictions pursuant to the GEN LLC Agreement described in “—GEN LLC Agreement.” When a Class B stockholder exchanges Class B units for the corresponding number of shares of our Class A common stock or, at our election, for cash, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of our historic owners of the GEN Restaurant Group. Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for retirement as a condition of exercising its right to exchange Class B units for shares of our Class A common stock or, at our election, for cash.

Subject to the availability of net cash flow at the GEN LLC level, GEN Inc. intends to cause GEN LLC to distribute to GEN Inc. and the other members of GEN LLC pro rata cash distributions for the purposes of funding tax obligations in respect of the taxable income and net capital gain that is allocated to the members of GEN LLC and GEN Inc.’s obligations to make payments under the Tax Receivable Agreement. In addition, GEN LLC will reimburse GEN Inc. for corporate and other overhead expenses.

Assuming GEN LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any such portion, an “excess distribution”) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A stockholders, our Class A stockholders may not necessarily receive dividend distributions relating to our excess distributions, even if GEN LLC makes such distributions to us.

GEN LLC Agreement

As a result of the Reorganization, GEN Inc. will indirectly control the business through GEN LLC and any consolidated subsidiaries. The operations of GEN LLC, and the rights and obligations of its members, are set forth in the GEN LLC Agreement, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of certain terms of the GEN LLC Agreement.

Classes of GEN LLC Units

GEN LLC will issue Class A units, which will be issued only to GEN Inc., and Class B units. In connection with the closing of this offering, members holding preferred and common units prior to the closing will have such units reclassified into Class B units.

Economic Rights of Unitholders

Class A units and Class B units will have the same economic rights per unit. After the closing of this offering, the holders of GEN Inc.’s Class A common stock (indirectly through GEN Inc.) and the holders of Class B units of GEN LLC will hold approximately 9.6% and 90.4%, respectively, of the economic interests in

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GEN Inc.’s business (or 10.9% and 89.1%, respectively, if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

Net profits and net losses of GEN LLC will generally be allocated on a pro rata basis in accordance with the number of units held by such holder; however, under applicable tax rules, GEN LLC will be required to allocate taxable income disproportionately to its members in certain circumstances. The GEN LLC Agreement will provide for quarterly cash distributions, which we refer to as “tax distributions,” to the holders of the units in a manner to approximate an amount to enable each member to pay applicable taxes on taxable income allocable to such member. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, GEN Inc. shall receive a tax distribution calculated using the corporate rate before the other members receive any distribution, and the balance, if any, of funds available for distribution shall be distributed to the other members in accordance with the GEN LLC Agreement. For a more complete overview of the assumed tax rate calculation, see “—Certain Tax Consequences to GEN Inc.” In addition, GEN LLC will make non-pro rata payments to reimburse GEN Inc. for corporate and other overhead expenses (which payments from GEN LLC will not be treated as distributions under the GEN LLC Agreement). However, GEN LLC may not make distributions or payments to its members if doing so would violate any applicable law or result in GEN LLC or any of its subsidiaries being in default under any material agreement governing indebtedness (which we do not expect to be the case upon the closing of this offering and the Reorganization).

Management and Voting Rights of Unitholders

After the closing of this offering, GEN Inc. will act as the managing member of GEN LLC. In its capacity as the managing member of GEN LLC, GEN Inc. will control GEN LLC’s business and affairs. GEN LLC will issue Class A units, which will only be issued to GEN Inc., and Class B units. Class B unitholders will have no voting rights in GEN LLC, except for the right to approve amendments to the GEN LLC Agreement that adversely affect their rights as Class B unitholders.

Coordination of GEN Inc. and GEN LLC

Any time GEN Inc. issues a share of its Class A common stock for cash, unless used to settle an exchange of a Class B unit for cash, the net proceeds received by GEN Inc. will be promptly transferred to GEN LLC, and GEN LLC will issue to GEN Inc. a Class A unit. If at any time GEN Inc. issues a share of its Class A common stock upon an exchange of a Class B unit or settles such exchange for cash as described below under “—Exchange Rights,” GEN Inc. will contribute the exchanged unit to GEN LLC and GEN LLC will issue to GEN Inc. a Class A unit. In the event that GEN Inc. issues other classes or series of its equity securities (other than pursuant to our incentive compensation plans), GEN LLC will issue to GEN Inc. an equal amount of equity securities of GEN LLC with designations, preferences and other rights and terms that are substantially the same as GEN Inc.’s newly issued equity securities. If at any time GEN Inc. issues a share of its Class A common stock pursuant to our 2023 Plan, GEN Inc. will contribute to GEN LLC all of the proceeds that it receives (if any) and GEN LLC will issue to GEN Inc. an equal number of its Class A units, having the same restrictions, if any, as are attached to the shares of Class A common stock issued under the plan. If GEN Inc. repurchases, redeems or retires any shares of its Class A common stock (or its equity securities of other classes or series), GEN LLC will, immediately prior to such repurchase, redemption or retirement, repurchase, redeem or retire an equal number of Class A units (or its equity securities of the corresponding classes or series) held by GEN Inc., upon the same terms and for the same consideration, as the shares of our Class A common stock (or our equity securities of such other classes or series) are repurchased, redeemed or retired. In addition, GEN LLC units, as well as GEN Inc.’s common stock, will be subject to equivalent stock splits, dividends, reclassifications and other subdivisions. GEN Inc. will issue additional shares of Class B common stock only to holders of Class B units only in a number necessary to maintain a one-to-one ratio between the number of Class B units and the number of shares of Class B common stock outstanding.

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Issuances and Transfer of GEN LLC Units

Class A units will be issued only to GEN Inc. and are non-transferable except as provided in the GEN LLC Agreement. Class B units will be issued in connection with the Reorganization as described herein and may be issued pursuant to the GEN LLC Agreement, provided that a corresponding number of shares of Class B common stock is issued to the holder of such Class B units. Class B units may not be transferred, except with GEN Inc.’s consent or to a permitted transferee, subject to such conditions as GEN Inc. may specify. In addition, Class B unitholders may not transfer any Class B units to any person unless he, she or it transfers an equal number of shares of GEN Inc.’s Class B common stock to the same transferee.

Under the GEN LLC Agreement, GEN Inc. can require the holders of Class B units to sell all of their interests in GEN LLC in the event of certain acquisitions of GEN LLC.

Tax Receivable Agreement

GEN Inc. will enter into a tax receivable agreement for the benefit of certain members of GEN LLC (not including GEN Inc.), pursuant to which GEN Inc. will pay 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of utilization of certain tax benefits resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement. Generally, payments under the Tax Receivable Agreement will be made to certain members of GEN LLC (not including GEN Inc.) pursuant to the terms of the Tax Receivable Agreement. Such payments will reduce the cash provided by the tax savings previously described that would otherwise have been available to GEN Inc. for other uses, including reinvestment or dividends to GEN Inc. Class A stockholders. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal, state and local taxes resulting from the utilization of certain tax benefits resulting from sales and exchanges by certain members of GEN LLC. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the reduction in tax payments for us associated with the federal, state and local tax benefits described above would aggregate to approximately $108.0 million through 2037. Under such scenario we would be required to pay certain members of GEN LLC 85% of such amount, or $91.8 million through 2037.

Certain Tax Consequences to GEN Inc.

The holders of GEN LLC units, including GEN Inc., generally will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of GEN LLC. Net income and net losses of GEN LLC generally will be allocated to its members pro rata in proportion to their respective membership units, though certain non-pro rata adjustments will be made to reflect depreciation, amortization and other allocations. In accordance with the GEN LLC Agreement, we intend to cause GEN LLC to make distributions to each of its members, including GEN Inc., in an amount intended to enable each member to pay applicable taxes on taxable income allocable to such member, and to make non-pro rata payments to GEN Inc. to reimburse it for corporate and other overhead expenses (which payments from GEN LLC will not be treated as distributions under the GEN LLC Agreement). If the amount of tax distributions to be made exceeds the amount of funds available for distribution, GEN Inc. shall receive a tax distribution calculated using the corporate rate before the other members receive any distribution, and the balance, if any, of funds available for distribution shall be distributed to the other members in accordance with the GEN LLC Agreement.

GEN LLC will have in effect an election under Section 754 of the Code for the taxable year of the offering and each taxable year in which an exchange of Class B units for shares of our Class A common stock occurs. As a result of this election, the exchanges of Class B units for shares of our Class A common stock (or cash), are

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expected to result in increases in the tax basis of the tangible and intangible assets of GEN LLC, which will be allocated to GEN Inc. and are expected to increase the tax depreciation and amortization deductions available to GEN Inc. and decrease gains, or increase losses, on a sale or other taxable disposition, if any, of such assets and therefore may reduce the amount of tax that GEN Inc. would otherwise be required to pay.

Voting Rights of Class A Common Stock and Class B Common Stock

Except as provided in our amended and restated certificate of incorporation or as required by applicable law, holders of Class A common stock and Class B common stock vote together as a single class. Pursuant to our amended and restated certificate of incorporation, we may not amend, alter, repeal or waive the provisions of our amended and restated certificate of incorporation that relate to the terms of our capital stock without the approval of the holders of a majority of the then outstanding shares of our Class B common stock, voting as a class. Holders of the Class A common stock and Class B common stock, as the case may be, would also have a separate class vote if we subdivide, combine or reclassify shares of the other class without concurrently subdividing, combining or reclassifying shares of such class in a proportional manner. Pursuant to the Delaware General Corporation Law, or the DGCL, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the par value of the shares of such class or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. Each share of our Class A common stock will entitle its holder to one vote per share, while each share of our Class B common stock will entitle its holder to ten votes per share.

Immediately after this offering, our Class B stockholders will collectively hold approximately 98.9% of the combined voting power of our common stock (or 98.8% if the underwriters exercise their option to purchase additional shares in full). When a Class B stockholder exchanges Class B units for the corresponding number of shares of our Class A common stock or, at our election, for cash, it will result in the automatic cancellation of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of our Class B stockholders.

Exchange Rights

The GEN LLC Agreement will entitle certain of its members (and certain permitted transferees thereof) to exchange their Class B units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis or, at our election, for cash. The exchange ratio is subject to appropriate adjustment by GEN Inc. in the event Class A units are issued to GEN Inc. without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions.

The GEN LLC Agreement will provide that an owner will not have the right to exchange Class B units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with the Company, GEN LLC or any of their subsidiaries to which GEN LLC unitholder is subject. We intend to impose additional restrictions on exchanges that we determine to be necessary or advisable so that GEN LLC is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The GEN LLC Agreement also provides for mandatory exchanges under certain circumstances, including at the option of GEN Inc. if the number of units outstanding (other than those held by GEN Inc.) is less than a minimum percentage and in the discretion of GEN Inc. with the consent of holders of at least 50% of the outstanding Class B units.

Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for retirement as a condition of exercising its right to exchange Class B units for shares of our Class A common stock or, at our election, for cash.

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Shares of Class B common stock retired upon an exchange will be restored to the status of authorized but unissued shares of Class B common stock.

Registration Rights Agreement

Prior to the consummation of this offering, we intend to enter into a Registration Rights Agreement that will provide holders of our Class B common stock with certain registration rights whereby, at any time following the first anniversary of the consummation of our initial public offering, they will have the right to require us to register under the Securities Act the shares of Class A common stock issuable upon exchange of Class B units, subject to certain limitations set forth in the Registration Rights Agreement. The Registration Rights Agreement will also provide for piggyback registration rights for the holders party thereto, subject to certain conditions and exceptions.

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USE OF PROCEEDS

We estimate that our net proceeds from this offering, based on an assumed initial public offering price of $11.00 per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us, will be approximately $30.7 million, or approximately $35.3 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

Each $1.00 increase or decrease in the assumed initial public offering price of $11.00 per share of Class A common stock would increase or decrease the net proceeds to us from this offering by approximately $2.8 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us. Similarly, each increase or decrease of one million in the number of shares of Class A common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $11.0 million, assuming no change in the assumed initial public offering price of $11.00 per share and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to the capital markets.

We currently intend to use the net proceeds of this offering as follows:

• approximately $30.7 million to purchase newly issued Class A units of GEN LLC, at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering;

• approximately $1.0 million that we will cause GEN LLC to use to pay the expenses incurred by us in connection with this offering and the Reorganization; and

• the remaining net proceeds that we will cause GEN LLC to use for working capital and other general corporate purposes, including new unit openings.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities.

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DIVIDEND POLICY

We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt and other factors that our board of directors deems relevant.

Following the Reorganization and this offering, GEN Inc. will be a holding company and its sole asset will be ownership of the Class A units of GEN LLC, of which it will be the managing member. Subject to funds being legally available, we intend to cause GEN LLC to make distributions to each of its members, including GEN Inc., in an amount intended to enable each member to pay applicable taxes on taxable income allocable to such member and to allow GEN Inc. to make payments under the Tax Receivable Agreement, and non-pro rata payments to GEN Inc. to reimburse it for corporate and other overhead expenses. Distributions from GEN LLC to GEN Inc. to make payments under the Tax Receivable Agreement will reduce the cash that would otherwise have been available to GEN Inc. for other uses, including reinvestment or dividends to GEN LLC Class A stockholders. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, GEN Inc. shall receive a tax distribution calculated using the corporate rate before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members in accordance with the GEN LLC Agreement. Holders of our Class B common stock will not be entitled to dividends distributed by GEN Inc., but will share in the distributions made by GEN LLC on a pro rata basis.

To the extent that the tax distributions GEN Inc. receives exceed the amounts GEN Inc. actually requires to pay taxes and other expenses and make payments under the Tax Receivable Agreement, our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, including potentially causing GEN Inc. to contribute such excess cash (net of any operating expenses) to GEN LLC. Concurrently with any potential contribution of such excess cash, in order to maintain the intended economic relationship between the shares of Class A common stock and GEN LLC units after accounting for such contribution, GEN LLC and GEN Inc., as applicable, may undertake ameliorative actions, which may include reverse splits, reclassifications, combinations, subdivisions or adjustments of outstanding units of GEN LLC and corresponding shares of Class A common stock of GEN Inc., as well as corresponding adjustments to the shares of Class B common stock of GEN Inc. To the extent that GEN Inc. contributes such excess cash to GEN LLC (and undertakes such ameliorative actions), a holder of Class A common stock would not receive distributions in cash and would instead benefit through an increase in the indirect ownership interest in GEN LLC represented by such holder’s Class A common stock. To the extent that GEN Inc. does not distribute such excess cash as dividends on the Class A common stock or otherwise undertake such ameliorative actions and instead, for example, holds such cash balances, the members of GEN LLC (not including GEN Inc.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Class B units for shares of the Class A common stock, notwithstanding that such members may previously have participated as holders of Class B units in distributions by GEN LLC that resulted in such excess cash balances at GEN Inc.

Prior to this offering, certain companies within GEN Restaurant Group have made distributions to their members. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

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CAPITALIZATION

The following table sets forth the cash and capitalization as of March 31, 2023 of GEN Restaurant Group on a historical basis and GEN Inc. on a pro forma basis to give effect to the Reorganization and the issuance and sale of shares of Class A common stock in this offering at an assumed initial public offering price of $11.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after (i) deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from this offering, as described under “Use of Proceeds,” and on a pro forma as adjusted basis to reflect certain distributions made by companies within GEN Restaurant Group to their members after December 31, 2022 but prior to this offering.

You should read this information together with the information in this prospectus under “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock,” and with the financial statements and the related notes to those statements included elsewhere in this prospectus.

	March 31, 2023
(amounts in thousands, except share/unit amounts and share/unit data)	Restaurant Group			Pro Forma GEN Inc.			As Adjusted GEN Inc.
	(unaudited)
Cash and cash equivalents	$	9,775		$	2,280		$	31,807
Notes payable, net of current		6,467			6,467			6,467
Note payable to related parties, net of current		1,221			—			—
Obligations under capital leases, net of current		135			135			135
EB-5 Members’ Equity:		1,500			1,500			1,500
Stockholders’ Equity:
Class A common stock, $0.001 par value per share (70,000,000 shares authorized, and 3,000,000 shares issued and outstanding, actual and pro forma)		—			—			3
Class B common stock, $0.001 par value per share; (50,000,000 shares authorized, 28,141,566 shares issued and outstanding, actual and pro forma)		—			—			28
Additional paid-in capital		—			—			1,744
Redeemable Class B units					(11,264	)		—
Members’ equity (deficit)		(8,936	)		—			—
Noncontrolling interest		3,647			—			16,651
Total stockholders’ equity (deficit)		(5,289	)		(11,264	)		18,426
Total capitalization	$	4,034		$	(3,162	)	$	26,528

(1) The number of shares of our Class A common stock outstanding, pro forma and pro forma as adjusted does not reflect 240,000 shares of Class A common stock issuable upon exercise of the Representative’s Warrants.

The above table does not include:

• 450,000 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

• 4,000,000 shares of Class A common stock issuable under the 2023 Plan (under which no equity awards have been granted as of March 31, 2023), including:

• Up to 845,000 shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2023 Plan immediately after the closing of this offering; and

• 3,155,000 additional shares of Class A common stock to be reserved for future issuance of awards under the 2023 Plan; and

• 28,141,566 shares of Class A common stock reserved for issuance upon exchange of the Class B units of GEN LLC (and corresponding shares of Class B common stock) that will be outstanding immediately after this offering.

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DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock immediately after the completion of this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value per share attributable to the existing equity holders.

Our pro forma net tangible book value as of March 31, 2023 was approximately $18.4 million, or $0.59 per share of our Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization and assuming that all of the Class B unitholders exchanged their Class B units outstanding immediately following the completion of the Reorganization and this offering for newly issued shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

(amounts in thousands)
Pro forma assets	$	157,737
Pro forma liabilities		139,311
Pro forma net tangible book value after this offering	$	18,426
Less:
Proceeds from offering net of underwriting discounts		30,690
Purchase of units in GEN LLC		1,000
Offering expenses
Pro forma net tangible book value as of March 31, 2023	$	(11,264	)

After giving effect to (i) the Reorganization, (ii) the issuance and sale by us of 3,000,000 shares of our Class A common stock in this offering at an assumed initial public offering price of $11.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us and assuming the exchange of all Class B units outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock as if such units were immediately exchangeable; and (iii) the application of such proceeds as described in the section entitled “Use of Proceeds,” our net tangible book value, our pro forma net tangible book value as of March 31, 2023 would have been $18.4 million, or $0.59 per share. This represents an immediate increase in pro forma net tangible book value of $0.95 per share to existing equity holders and an immediate dilution in net tangible book value of $10.41 per share to new investors.

The following table illustrates this dilution on a per share basis assuming the underwriters do not exercise their option to purchase additional shares:

Assumed initial public offering price per share				$	11.00
Pro forma net tangible book value per share of Class A common stock as of March 31, 2023	$	(0.36	)
Increase in pro forma net tangible book value per share attributable to new investors	$	0.95
Pro forma net tangible book value per share after the offering				$	0.59
Dilution in pro forma net tangible book value per share to new investors				$	10.41

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The information in the preceding table is based on an assumed offering price of $11.00 per share, the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed price per share would increase or decrease, respectively, the pro forma net tangible book value after this offering by approximately $3.0 million and increase or decrease the dilution per share of Class A common stock to new investors in this offering by $0.09 per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $0.30 per share and increase or decrease, as applicable, the dilution to new investors in this offering by $0.89 per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters purchase additional shares of common stock from us pursuant to the Representative’s Warrants, the pro forma net tangible book value after the offering would be $0.59 per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be $0.14 per share and the dilution in pro forma net tangible book value to new investors would be $0.73 per share, in each case assuming an initial public offering price of $11.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus.

The following table summarizes, on the same pro forma basis as of March 31, 2023, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by the existing equity holders and by new investors purchasing shares in this offering, assuming that all of the Class B unitholders exchanged their Class B units for shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

	Shares purchased(1)(3)					Total consideration(2)					Average price per share
	Number		%			Number		%
Existing stockholders		28,141,566		90.4	%		0		0	%		$  0.00
New investors		3,000,000		9.6	%		33,000,000		100	%		11.00
Total		31,141,566		100	%		33,000,000		100	%	$	1.06

(1) If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own approximately 89.1% and our new investors would own approximately 10.9% of the total number of shares of our Class A common stock outstanding after this offering.

(2) If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our new investors would be approximately $38.0 million.

(3) The number of shares of Class A common stock does not reflect shares of Class A common stock issuable upon exercise of the Representative’s Warrants.

The above table does not include:

• 450,000 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

• 240,000 shares of Class A common stock issuable upon the exercise of the Representative’s Warrants;

• 4,000,000 shares of Class A common stock issuable under the 2023 Plan (under which no equity awards have been granted as of March 31, 2023), including:

• Up to 845,000 shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2023 Plan immediately after the closing of this offering; and

• 3,155,000 additional shares of Class A common stock to be reserved for future issuance of awards under the 2023 Plan; and

• 28,141,566 shares of Class A common stock reserved for issuance upon exchange of the Class B units of GEN LLC (and corresponding shares of Class B common stock) that will be outstanding immediately after this offering.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

The following unaudited pro forma consolidated balance sheet as of March 31, 2023 gives pro forma effect to the Reorganization (see transactions described under “Organizational Structure”), the consummation of this offering and our intended use of proceeds therefrom after deducting estimated underwriting discounts and commissions and other costs of this offering, or collectively, the Transactions, as though such transactions had occurred as of March 31, 2023. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2023 present our consolidated results of operations giving pro forma effect to the transactions described above as if they had occurred as of January 1, 2023.

The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of these transactions on the historical financial information of GEN Restaurant Group. The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations may not be indicative of the results of operations or financial position that would have occurred had this offering and the related transactions taken place on the dates indicated, or that may be expected to occur in the future. The adjustments are described in the notes to the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations. The unaudited pro forma consolidated financial information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The pro forma adjustments in the “Pro Forma Adjustments in the Reorganization” and “Pro Forma in the Offering Adjustments” columns principally give effect to:

• the Reorganization as described in “Organizational Structure”;

• the issuance of 3,000,000 shares of our Class A common stock to the investors in this offering in exchange for net proceeds of approximately $30.7 million (based on an assumed initial public offering price of $11.00 per share, the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

• the payment of fees and expenses related to this offering and the application of the net proceeds from the sale of Class A common stock in this offering to purchase Class A units directly from GEN LLC, at a purchase price per Class A unit equal to the initial public offering price per share of Class A common stock less the underwriting discount, with such Class A units representing 9.6% of the outstanding units of GEN LLC;

• certain distributions made by companies within GEN Restaurant Group to their members after December 31, 2022 but prior to this offering; and

• the provision for corporate income taxes on the income of GEN Inc. that will be taxable as a corporation for U.S. federal and state income tax purposes.

Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock from us in the offering.

GEN Restaurant Group is considered our predecessor for accounting purposes, and its financial statements will be our historical financial statements following this offering.

GEN Inc. will enter into the Tax Receivable Agreement for the benefit of certain of the continuing members of GEN LLC (not including GEN Inc.), pursuant to which GEN Inc. will pay them 85% of the amount of the net cash tax savings, if any, that GEN Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from GEN Inc.’s acquisition of a member’s GEN LLC units in future exchanges and (ii) any payments GEN Inc. makes under the Tax Receivable Agreement (including tax benefits related to imputed interest). Generally, payments under the Tax

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Receivable Agreement will be made to certain members of GEN LLC (not including GEN Inc.) pursuant to the terms of the Tax Receivable Agreement. Such payments will reduce the cash provided by the tax savings previously described that would otherwise have been available to GEN Inc. for other uses, including reinvestment or dividends to GEN Inc. Class A stockholders. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

We have not made any pro forma adjustments relating to reporting, compliance and investor relations costs that we will incur as a public company. No pro forma adjustments have been made for these additional expenses as an estimate of such expenses is not determinable.

The unaudited pro forma consolidated financial information is included for informational purposes only. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions, including this offering, occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma consolidated statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary— Summary Historical Financial Information,” “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2023 (unaudited)
(in thousands, except per share/unit amounts and share/unit data)	GEN Restaurant Group		Pro Forma Adjustments in the Reorganization			Pro Forma in the Offering Adjustments			Pro Forma GEN Inc.
Current assets:
Cash and cash equivalents		9,775		(7,495	)(1)		29,527	(6)		31,807
Inventories		1,344		—			—			1,344
Notes receivable from related party, current		—		—			—			—
Prepaid expenses and other current assets		1,188		—			300	(6)		1,488
Total current assets		12,307		(7,495	)		29,827			34,639
Equity method investment		648		—			—			648
Property and equipment, net		23,147		—			—			23,147
Operating lease assets		89,600		—			—			89,600
Notes receivable from related party, net of current		12,950		(12,950	)(2)		—			—
Deferred offering costs		137		—			(137	)(6)		—
Other assets		685		—			—			685
Deferred tax asset		—		9,018	(3)		—			9,018
Total assets		139,474		(11,427	)		29,690			157,737
Current liabilities:
Accounts payable		4,638		—			—			4,638
Accrued salaries and benefits		833		—			—			833
Accrued interest		199		—			—			199
Notes payable - current		596		—			—			596
Line of credit		6,741		500	(1)		—			7,241
Notes payable to related parties- current		2,150		—			—			2,150
Obligations under capital leases- current		133		—			—			133
Operating lease liabilities		4,287		—			—			4,287
Deferred Restaurant Revitalization Fund grant		3,806		—			—			3,806
Advances from members		7,431		(4,731	)(1)		—			2,700
Other current liabilities		4,878		—			—			4,878
Total current liabilities		35,692		(4,231	)		—			31,461

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	As of March 31, 2023 (unaudited)
(in thousands, except per share/unit amounts and share/unit data)	GEN Restaurant Group			Pro Forma Adjustments in the Reorganization			Pro Forma in the Offering Adjustments			Pro Forma GEN Inc.
Notes payable, net of current		6,467			—			—			6,467
Notes payable to related parties, net of current		1,221			(1,221	)(1)		—			—
Obligations under capital leases, net of current		135			—			—			135
Operating lease liabilities, net of current		99,748			—			—			99,748
Deferred rent expense, net of current		—			—			—			—
Total liabilities		143,263			(5,452	)		—			137,811
Mezzanine equity
EB-5 members’ equity		1,500			—			—			1,500
Permanent equity
Member’s equity (deficit)		(8,936	)		8,936	(1)(2)(4)		—			—
Redeemable Class B Units		—			(11,264	)(4)		11,264	(4)(5)		—
Class A common stock, $0.001 par value per share (70,000,000 shares authorized, and 2,727,273 shares issued and outstanding, actual and pro forma)					—			3	(4)(6)		3
Class B common stock, $0.001 par value per share; (50,000,000) shares authorized, 28,141,566 shares issued and outstanding, actual and pro forma) (1)					—			28	(4)(5)		28
Additional paid-in capital					—			1,744	(4)(5)(6)(7)		1,744
Noncontrolling interest		3,647			(3,647	)(4)		16,651	(4)(7)		16,651
Total permanent equity/(deficit)		(5,289	)		(5,975	)		29,690			18,426
Total liabilities and equity (deficit)		139,474			(11,427	)		29,690			157,737

(1) Upon completion of the Transactions, the Company will proceed with the payment for $1.2 million of Notes Payable to related parties, net of current, $4.7 million of Advance from Members, and $5.8 million of excess cash distribution. The company also will receive $0.5 million from its line of credit and $3.8 million of contribution from a member.

(2) The company will receive total of $13.0 million from Notes Receivable from related party, net of current.

(3) The company estimates Deferred Tax Asset of $9.0 million based on current TRA agreement in connection with this offering. We will receive the same benefits as the Members because of our ownership of Common Units in an entity treated as a partnership, or “pass-through” entity, for income tax purposes. As we redeem additional Common Units from the Members under the mechanism described above, we will obtain a step-up in tax basis in our share of GEN LLC’s assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. We expect to enter into the Tax Receivable Agreement with GEN LLC and each of the Members that will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in tax basis resulting from the redemption of Common Units and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Person Transactions - Tax Receivable Agreement.”

(4) In connection with the completion of the Reorganization, we will consummate the following organizational transactions:

(a) we will amend and restate GEN Restaurant Group’s existing operating agreement in connection with the completion of this offering to, among other things, convert the Members’ existing membership interests in GEN Restaurant Group into Common Units and Appoint GEN Inc. as the manager of GEN Restaurant Group. As part of the Reorganization, we will eliminate the existing members’ negative equity of $8.9 million in consolidation of

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GEN Restaurant Group into the consolidated financial statements of GEN Inc.; as a C corporation, we will no longer record members’ equity in the consolidated balance sheet;

(b) we will amend and restate our certificate of incorporation to, among other things, provide for Class A and Class B Common stock;

(c) we will issue 28 million shares of Class B common stock to existing members on a one-to-one basis with the number of Class B units they own, for nominal consideration;

(d) we will issue 3.0 million shares of Class A common stock to the purchases in this offering in exchange of net proceeds of approximately $30.7 million based on upon an assumed initial public offering price of $11.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus);

(e) The following is a reconciliation of our common stock par value based on the information set forth above in footnote (4):

Common stock par value reconciliation (amounts in thousands, except shares and par value)
Class A common stock par value (3,000,000 shares at $0.001 par) related to this offering	$	3
Class B common stock par value (28,141,566 shares at $0.001 par) related to this offering	$	28

(5) In connection with the completion of this offering, the Company will adjust Class B units into Class B shares, 28,141,566 shares

(6) We estimate that the net proceeds from our issuance and sales of shares of Class A common stock in this offering will be approximately 29.4 million, assuming an initial public offering price of $11.00 per share, which is the mid point of the price range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A reconciliation on the gross proceeds from this offering to the net proceeds is set forth below (in thousands, except per share/unit amounts and share/unit data):

Assumed initial public offering price per share	$	11
Shares of Class A common stock issued in this offering		3,000,000
Gross proceeds	$	33,000
Less: underwriting discounts and commissions	$	2,310
Net cash proceeds to GEN Inc.	$	30,690
Less: estimated offering costs (net of amount previously incurred)	$	863
Less: estimated prepaid costs for Directors and Officers insurance downpayment	$	300
Net proceeds to GEN Restaurant Group	$	29,527

(7) Upon completion of this offering, we will become the sole managing member of GEN, LLC. As a result, we will consolidate the financial results of GEN, LLC and will report a non-controlling interest related to the Class B common stock held by the Members on our consolidated balance sheet. The computation of the non-controlling interest following the consummation of this offering is as follows:

	Common units		Percentage
Interest in GEN, LLC held by GEN Inc.		3,000,000		9.6	%
Non-controlling interest in GEN, LLC held by Members		28,141,566		90.4	%
		31,141,566		100.0	%

Following the consummation of this offering, the Common Units of GEN, LLC held by the Members will represent the non-controlling interest. Each Member may, at such Member’s option, redeem such Member’s Common Units for, at our election, either (i) cash or (ii) newly-issued shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions.”

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The following table calculates the relevant non-controlling interest in GEN, LLC and the adjustments to accumulated comprehensive loss and additional paid-in capital for non-controlling interest (in thousands, except per share/unit amounts and share/unit data):

Stockholders’ equity at GEN Inc.
Class A commons stock par value	$	3
Class B commons stock par value	$	28
Additional paid-in capital	$	18,395
Stockholders’ equity at GEN Inc. - before noncontrolling interest	$	18,426
Noncontrolling interest in GEN LLC by Members		90.4	%
Stockholders’ equity attributable to Members’ noncontrolling interest	$	16,651

	For the three-months ended March 31, 2023 (unaudited)
(in thousands, except per share/unit amounts and share/unit data)	GEN Restaurant Group			Pro Forma Adjustments in the Reorganization			Pro Forma in the Offering Adjustments			Pro Forma GEN Inc.
Revenue	$	43,862			—			—		$	43,862
Restaurant operating expenses:
Food cost		14,305			—			—			14,305
Payroll and benefits		13,652			—			—			13,652
Occupancy expenses		3,432			—			—			3,432
Operating expenses		4,126			—			—			4,126
Depreciation and amortization		1,113			—			—			1,113
Pre-opening Costs		519			—			—			519
Total restaurant operating expenses		37,147			—			—			37,147
General and administrative		2,055			—			—			2,055
Consulting fees - related party		880			—			—			880
Management fees		588			—			—			588
Depreciation and amortization - corporate		18			—			—			18
Total costs and expenses		40,688			—			—			40,688
Income from operations		3,174			—			—			3,174
Gain on extinguishment of PPP debt		—			—			—			—
Restaurant revitalization fund grant		—			—			—			—
Employee retention credits		1,165			—			—			1,165
Aborted deferred IPO costs written off		—			—			—			—
Other income (expenses)		—			—			—			—
Interest expense, net		(189	)		—			—			(189	)
Equity in income of equity method investee		381			—			—			381
Net income		4,531			—			—			4,531
Provision for income taxes		—			106			—			106
Net income before noncontrolling interest		4,531			(106	)		—			4,425
Less: Net Income attributable to noncontrolling interest		397			(397	)		3,999			3,999
Net income attributable to GEN Restaurant Group	$	4,134		$	291		$	(3,999	)	$	426
Weighted average shares of Class A common stock outstanding:
Basic											3,000,000
Diluted											3,000,000
Net income per share:
Basic EPS										$	0.14
Diluted EPS										$	0.14

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	For the year ended December 31, 2022 (unaudited)
(in thousands, except per share/unit amounts and share/unit data)	GEN Restaurant Group			Pro Forma Adjustments in the Reorganization			Pro Forma in the Offering Adjustments			Pro Forma GEN Inc.
Revenue	$	163,729			—			—		$	163,729
Restaurant operating expenses:
Food cost		54,357			—			—			54,357
Payroll and benefits		48,866			—			—			48,866
Occupancy expenses		12,110			—			—			12,110
Operating expenses		15,019			—			—			15,019
Depreciation and amortization		4,314			—			—			4,314
Pre-opening Costs		1,455			—			—			1,455
Total restaurant operating expenses		136,121			—			—			136,121
General and administrative		7,988			—			—			7,988
Consulting fees - related party		4,897			—			—			4,897
Management fees		2,332			—			—			2,332
Depreciation and amortization - corporate		39			—			—			39
Total costs and expenses		151,377			—			—			151,377
Income from operations		12,352			—			—			12,352
Gain on extinguishment of PPP debt		387			—			—			387
Restaurant revitalization fund grant		—			—			—			—
Employee retention credits		3,532			—			—			3,532
Aborted deferred IPO costs written off		(4,036	)		—			—			(4,036	)
Other income (expenses)		(835	)		—			—			(835	)
Interest expense, net		(634	)		—			—			(634	)
Equity in income of equity method investee		966			—			—			966
Net income		11,732			—			—			11,732
Provision for income taxes		—			265			—			265
Net income before noncontrolling interest		11,732			(265	)		—			11,467
Less: Net Income attributable to noncontrolling interest		1,451			(1,451	)		10,362			10,362
Net income attributable to GEN Restaurant Group	$	10,281		$	1,186		$	(10,362	)	$	1,105
Weighted average shares of Class A common stock outstanding:
Basic											3,000,000
Diluted											3,000,000
Net income per share:
Basic EPS										$	0.37
Diluted EPS										$	0.37

In accordance with the rules of Article 11 of Regulation S-X, the following adjustments were made:

Upon completion of the transaction, and being a publicly traded company, the following adjustments to Operations are anticipated: (i) An increase in general and administrative costs for an additional $6.8 million on an annual basis in corporate structure and compliance costs, (ii) a reduction of Consulting fees - related party of $0.9 million, and (iii) the elimination of management fees that will not be incurred.

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth selected financial information and other data of GEN Restaurant Group on a historical basis. GEN Restaurant Group is considered our predecessor for accounting purposes and its financial statements will be our historical financial statements following this offering. The following summary historical statements of operations data for the years ended December 31, 2022 and 2021 and the selected balance sheet data as of December 31, 2022 and 2021 have been derived from GEN Restaurant Group’s audited financial statements included elsewhere in this prospectus. We have derived the statements of operations data for the three months ended March 31, 2023 and March 31, 2022 and the balance sheet data as of March 31, 2023 from our unaudited interim financial statements included elsewhere in this prospectus. Our historical results and growth rates are not necessarily indicative of results or growth rates to be expected in future periods.

You should read the following information in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Person Transactions” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

	Three months ended March 31,						Year ended December 31,
(in thousands)	2023			2022			2022			2021
	(unaudited)									(restated)
Revenue	$	43,862		$	38,252		$	163,729		$	140,561
Restaurant operating expenses:
Food cost		14,305			12,899			54,357			44,688
Payroll and benefits		13,652			11,299			48,866			40,710
Occupancy expenses		3,432			2,702			12,110			10,151
Operating expenses		4,126			3,284			15,019			12,533
Depreciation and amortization		1,113			1,055			4,314			4,337
Pre-opening Costs		519			158			1,455			—
Total restaurant operating expenses		37,147			31,397			136,121			112,419
General and administrative		2,055			1,764			7,988			4,882
Consulting fees - related party		880			2,077			4,897			4,269
Management fees		588			535			2,332			2,280
Depreciation and amortization - corporate		18			7			39			26
Total costs and expenses		40,688			35,780			151,377			123,876
Income from operations		3,174			2,472			12,352			16,685
Gain on extinguishment of PPP debt		—			387			387			22,285
Restaurant revitalization fund grant		—			—			—			12,963
Employee retention credits		1,165			45			3,532			—
Aborted deferred IPO costs written off		—			—			(4,036	)		—
Other income (expenses)		—			—			(835	)		22
Interest expense, net		(189	)		(82	)		(634	)		(197	)
Equity in income of equity method investee		381			540			966			1,086
Net income		4,531			3,362			11,732			52,844
Less: Net Income attributable to noncontrolling interest		397			373			1,451			2,985
Net income attributable to GEN Restaurant Group	$	4,134		$	2,989		$	10,281		$	49,859

(amounts in thousands)	Three months ended March 31,			Year ended December 31,
Combined Selected Balance Sheet Data:	2023			2022			2021
	(unaudited)						(restated)
Cash and cash equivalents	$	9,775		$	11,195		$	9,890
Total assets		139,474			138,878			53,836
Total liabilities		143,263			144,139			41,643
Total permanent equity (deficit)		(5,289	)		(6,761	)		10,693

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, the section entitled “Selected Financial Data” and “Unaudited Pro Forma Consolidated Financial Information and Other Data” and the financial statements of GEN Restaurant Group and the related notes included within this prospectus. The historical financial data discussed below reflect the historical results of operations and financial position of GEN Restaurant Group. The financial statements of GEN Restaurant Group, our predecessor for accounting purposes, will be our historical financial statements following this offering. The historical financial data discussed below relate to periods prior to the Reorganization described in “Organizational Structure” and do not give effect to pro forma adjustments. As a result, the following discussion does not reflect the significant effects that such events will have on us. See “Organizational Structure” and “Unaudited Pro Forma Consolidated Financial Information and Other Data” for more information.

This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

GEN Restaurant Group is an Asian casual dining restaurant concept that offers an extensive menu of traditional Korean and Korean-American food, including high-quality meats, poultry, and seafood, all at a superior value. Founded in 2011 by two Korean immigrants, since the opening of our first restaurant in September 2011, we have grown to 34 company-owned restaurants located in California, Arizona, Hawaii, Nevada, Texas, New York and Florida. Our restaurants have modern décor, lively Korean pop music playing in the background and embedded grills in the center of each table. We believe we offer our customers a unique dining experience in which guests cook the majority of the food themselves, reducing the need for chefs and servers and providing a similar customer experience across the restaurants.

We expect to continue growing our number of restaurants in the future. Our new restaurants have historically generated average Payback Periods of approximately 1.4 years. Restaurants range in size from 4.7 thousand to 12 thousand square feet, and are typically located in high-activity commercial areas.

Business Trends; Effects of COVID-19 on Our Business

Following the success of our initial restaurant that opened in 2011 in Tustin, California, we opened more restaurants in Southern California and tested the portability of the concept by opening restaurants in other markets. We opened four new restaurants in both 2018 and 2019, expanding into new markets and within existing markets that had produced strong positive results. Revenue in 2019 of $113.9 million and net income in 2019 of $7.0 million reflected the profitability of the 28 restaurants we had opened. However, expansion in 2020 and 2021 was put on hold due to the impacts of the COVID-19 pandemic, and temporary restaurant closures and capacity constraints were required by governmental authorities. Revenue in 2021 of $140.6 million and net income attributable to GEN Restaurant Group in 2021 of $49.9 million reflects the Company’s swift recovery from the global pandemic, as discussed below.

The COVID-19 pandemic had a significant impact upon our business. In March 2020, the World Health Organization declared the novel strain of coronavirus COVID-19 to be a global pandemic. This contagious virus has adversely affected workforces, customers, economies and financial markets globally. In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in restaurant activity. COVID-19 and the government measures taken to control it have caused a significant disruption to our business operations. On March 17, 2020, we announced the temporary closure of all of our

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restaurants. Within one week, we modified operations at 15 locations to add take-out only service. As restrictions were lifted over the next few months, we were able to gradually reopen more restaurants at reduced indoor dining capacities and we also started offering outdoor dining at certain locations.

To support our employees during this challenging time, we continued paying normal payrolls to all employees through April 5, 2020 and to all kitchen employees through May 9, 2020. After those dates, we furloughed most employees but continued to pay store managers and key kitchen staff throughout the periods when their respective restaurants were temporarily closed. We also continued to pay the employee portion of all furloughed employees’ health insurance through July 31, 2020. As our restaurants reopened with expanding capacities during late spring and summer of 2020, we were able to invite back many of our furloughed employees.

In response to the ongoing pandemic, we prioritized actions to protect the health and safety of our employees and customers. We increased cleaning and sanitizing protocols in our restaurants and implemented additional training and operational manuals for our restaurant employees, as well as increased handwashing procedures. We provided each restaurant employee with face masks and gloves, and required each employee to pass a health screening process, which included a temperature check, before the start of each shift.

The temporary restaurant closures and the reduced capacities at the reopened restaurants caused a substantial decline in our sales. In light of the challenges posed by the pandemic, we focused on maximizing our restaurant dining capacity by adding temporary outdoor dining at certain locations. Beyond prioritizing actions to help assure a safe environment for our employees and customers, we worked hard to maintain our operational efficiencies as much as possible to preserve our liquidity.

Although we temporarily paused our new restaurant opening plans during the pandemic, our long-term growth strategy is to continue to open new restaurants in locations that we believe will achieve profitability levels consistent with our pre-pandemic experience. During 2022, we opened three new restaurants and we have ten new restaurant locations with leases that have been signed, three of which we opened in 2023. These locations are in Kapolei, Hawaii, Westheimer (Houston), Texas, Seattle, Washington, Jacksonville, Florida, Dallas, Texas, Arlington, Texas, Maui, Hawaii, Cerritos, California (opened on April 4, 2023), Chandler, Arizona (opened on June 1, 2023) and Fort Lauderdale, Florida (opened on June 10, 2023). We currently expect to open four or five additional locations during the rest of 2023. Future sales and profitability levels of our restaurants and our ability to successfully implement our growth strategy in the near term, however, remain uncertain, as the full impact and duration of the pandemic continues to evolve as of the date of this prospectus.

Recent Events Concerning Our Financial Position

During 2020, we entered into various agreements with Pacific City Bank, which provided for loans in the amount of $9.5 million, or the 2020 PPP Loans, and $0.9 million in Economic Injury Disaster Loans, or the EIDL Loans, pursuant to the Paycheck Protection Program under the CARES Act, signed into law on March 27, 2020. By the end of 2021, we had received loan forgiveness on the 2020 PPP Loans in the amount of $9.2 million, and recorded the amount of the forgiven balances in “Gain on extinguishment of debt” in 2021.

During 2021, we also entered into several additional Paycheck Protection Program, or PPP, agreements, which provided for an additional aggregate loan in the amount of $13.5 million, or the 2021 PPP Loans, and together with the 2020 PPP Loans, the PPP Loans, as of October 6, 2021. During the month of December 2021, we received notices of loan forgiveness related to the 2021 PPP Loans that totaled $13.1 million. In addition, we have received approximately $16.8 million in Restaurant Revitalization Fund grants. These grants were recognized as income as the money was spent, with $13.0 million recorded as income as of December 31, 2021, and $3.8 million was deferred as of December 31, 2022 and March 31, 2023. During 2022, we received notices of forgiveness of $0.4 million related to the 2021 PPP Loans and recorded it as a “Gain on extinguishment of debt” in 2022. The remaining unforgiven PPP Loan balance of $0.3 million was repaid in 2022. During the twelve months ended December 31, 2021 and 2022, we received $2.6 million and $1.3 million, respectively, in additional EIDL loans. There are no additional EIDL loans expected. The EIDL loans mature in 2050 and 2051, and carry an interest rate of 3.75%. The range of monthly payments under the EIDL loans are from $700 to $9,770.

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During 2022, we entered into a new line of credit for $8.0 million with Pacific City Bank with the funds used to pay off related party loans payable. The line of credit matures in September 2023. The line of credit outstanding balance at March 31, 2023 was $6.7 million. The line of credit matures in September 2023, and has a variable interest rate defined as the Wall Street Journal Prime Rate plus 1.75%, which resulted in an interest rate of 9.25% as of December 31, 2022 and 9.75% as of March 31, 2023. Only interest payments are due monthly, with the principal balance to be paid in one payment at the maturity date.

We assessed our long-lived assets for potential impairment with the result that no impairment charges were recorded in any of the periods presented.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of financial and performance measures. The key measures for determining how our business is performing include Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA, Restaurant-Level Adjusted EBITDA Margin, Average Unit Volumes, comparable restaurant sales growth, the number of restaurant openings and revenue per square foot.

Net Income Margin

Net Income Margin is net income measured under GAAP divided by revenue.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents net income (loss) excluding interest expense, net, income taxes, depreciation and amortization, and consulting fees paid to a related party, and we also exclude non-recurring items, such as gain on extinguishment of debt, Restaurant Revitalization Fund, or RRF, grants, Employee retention credits, litigation accruals, aborted deferred IPO costs written off and non-cash lease expense. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. For a discussion of why we consider these measures to be useful and their material risks and limitations, see “Non-GAAP Financial Measures.”

Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin

Restaurant-Level Adjusted EBITDA is Income (loss) from operations plus adjustments to add-back the following expenses: depreciation and amortization, pre-opening costs, general and administrative expenses, related party consulting fees, management fees and non-cash lease expense. Non-cash items such as charges for asset impairments and asset disposals are not included in Restaurant-Level Adjusted EBITDA. Restaurant-Level Adjusted EBITDA Margin is the calculation of Restaurant-Level Adjusted EBITDA divided by revenue. For a discussion of why we consider these measures to be useful and their material risks and limitations, see “Non-GAAP Financial Measures.”

Average Unit Volume

“Average Unit Volume” or “AUV” means the average annual restaurant sales for all restaurants open for a full 18 months before the end of the period measured. AUV is calculated by dividing (x) annual revenue for the year presented for all such restaurants by (y) the total number of restaurants in that base. This measurement allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.

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The following table shows the AUV for the twelve months ended March 31, 2022 and March 31, 2023 and the years ended December 31, 2022 and December 31, 2021:

	Twelve months ended March 31,				Years Ended December 31,
	2023		2022		2022		2021
(in thousands)	(unaudited)						(as restated)
Average Unit Volume	$	5,960	$	5,848	$	5,900	$	5,282

Comparable Restaurant Sales Growth

Comparable restaurant sales growth refers to the change in year-over-year sales for the comparable restaurant base. We include restaurants in the comparable restaurant base that have been in operation for at least 18 full months prior to the accounting period presented. Once a restaurant has been open 18 full months, it must have had continuous operations during both the current period and the prior year period being measured to remain a comparable restaurant. If operations were to be substantially impacted by unusual events that closed the location or significantly changed its capacity, that location is excluded from the comparable sales calculation until it has been operating continuously under normal conditions for both the current period and the prior year comparison period. See “Risk Factors—Other Commercial, Operational, Financial and Regulatory Risks—We face intense competition, and if we are unable to continue to compete effectively in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete, our business, financial condition and results of operations would be adversely affected.”

	Twelve months ended March 31,
	2023			2022
Comparable restaurant sales growth (%)		1.9	%		N/A
Comparable restaurant base		28			N/A

Since opening new restaurants will be a significant component of our sales growth, comparable restaurant sales growth is only one measure of how we evaluate our performance.

Number of Restaurant Openings

The number of restaurant openings reflects the number of restaurants opened during a particular reporting period. Before we open new restaurants, we incur pre-opening costs. New restaurants may not be profitable, and their sales performance may not follow historical patterns. The number and timing of restaurant openings has had, and is expected to continue to have, an impact on our results of operations. We temporarily stopped opening new restaurants in 2021 and 2020 due to the COVID-19 pandemic, but began openings again in 2022. The

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following table shows the change in our restaurant base for three months ended March 31, 2023 and March 31, 2022 and for the years ended December 31, 2022 and December 31, 2021:

	Three months ended				Years ended
	March 31,				December 31,
	2023		2022		2022		2021
Restaurant activity
Beginning of period		31		28		28		28
Openings		0		0		3		0
Closings		0		0		0		0
End of period		31		28		31		28

Revenue Per Square Foot

“Revenue per square foot” means the annual restaurant sales for all restaurants opened a full 18 months before the end of the period measured divided by the average square footage of such restaurants. This measurement allows management to assess the effectiveness of our approach to real estate selection and the overall performance of our restaurant base. The following table shows the revenue per square foot for the twelve month periods ended March 31, 2023 and March 31, 2022 and for the years ended December 31, 2022 and December 31, 2021:

	Twelve months ended				Years Ended
	March 31,				December 31,
	2023		2022		2022		2021
Revenue per square foot	$	899	$	882	$	890	$	797

Components of Results of Operations

Revenues. Revenues represent sales of food and beverages in restaurants and, to a minor extent, through our online portal. Restaurant revenues in a given period are directly impacted by the number of restaurants we operate, menu pricing, the number of customers visiting and comparable restaurant sales growth.

Food costs. Food costs are variable in nature, change with sales volume and are influenced by menu mix and subject to increases or decreases based upon fluctuations in commodity costs. Another important factor causing fluctuations in food costs includes restaurant management of food waste. Food costs are a substantial expense and are expected to grow proportionally as our sales grow.

Payroll and benefits. Payroll and benefits include all restaurant-level management and hourly labor costs, including wages, employee benefits and payroll taxes. Similar to the food costs that we incur, labor and related expenses at our restaurants are expected to grow proportionally as our sales grow. Factors that influence fluctuations in our labor and related expenses include the volume of sales at our restaurants, minimum wage and payroll tax legislation, payroll rate increases due to labor shortages or inflationary pressures, the frequency and severity of workers’ compensation claims, and healthcare costs.

Occupancy expenses. Occupancy expenses include rent, common area maintenance and taxes for all restaurant locations, but excludes any related pre-opening costs.

Operating expenses. Operating expenses include supplies, utilities, repairs and maintenance, and other costs incurred directly at the restaurant level.

Depreciation and amortization expenses. Depreciation and amortization expenses are periodic non-cash charges at our restaurants that consist of depreciation of fixed assets, including equipment, software and capitalized leasehold improvements. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, ranging from five to ten years.

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Pre-opening costs. Pre-opening costs include pre-opening period rent, maintenance, taxes, payroll and benefits costs, advertising and other expenses directly incurred by the new restaurant until the date of the restaurant opening.

General and administrative expenses. General and administrative expenses include expenses associated with corporate management supervisory functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, travel expenses, legal and professional fees, marketing costs, information systems, corporate office rent and other related corporate costs. General and administrative expenses are expected to grow as our sales grow, including incremental legal, accounting, insurance and other expenses incurred as a public company including becoming compliant with the requirements of Sarbanes-Oxley and addressing our internal control weaknesses through implementing new accounting systems and hiring additional staff.

Consulting fees — related party. Consulting fees include expenses paid to a related party entity, which provides for annual fees of up to 25% of gross revenue in exchange for various consulting services. The related party is 100% owned by an executive officer, the services are for 19 of the restaurants, and such consulting fees are only paid to the extent we have adequate resources. Following this offering, these consulting fees will be eliminated within three months as services are transitioned to us, although corporate general and administrative expenses are expected to increase correspondingly.

Management fees. Management fees include expenses paid to a third-party entity, which provides fixed fees for 11 restaurants and a percentage of gross revenue for one restaurant in exchange for management services. Following this offering, management fees will be phased out over three months, although corporate general and administrative expenses are expected to increase correspondingly.

Depreciation and amortization - corporate. These are periodic non-cash charges at the corporate level that consist of depreciation of fixed assets, including equipment, information systems software and capitalized leasehold improvements, if any. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, ranging from five to seven years.

Gain on extinguishment of debt. During 2021, we received loan forgiveness from the SBA related to the 2020 PPP Loans in the amount of $9.2 million and entered into the 2021 PPP Loans, which provided for an additional aggregate loan amount of $13.5 million. We received notices of loan forgiveness in the amount of $13.1 million in December 2021 and $0.4 million in January 2022 related to the 2021 PPP Loans. We recorded both sets of loan forgiveness as “Gain on extinguishment of debt” in 2021 and 2022 and do not anticipate receiving additional funds as the program has not been extended under the CARES Act.

Restaurant revitalization fund grant. During 2021, we received $16.8 million under the Restaurant Revitalization Fund, of which $13.0 million was recognized in income and $3.8 million was deferred as of December 31, 2021, and December 31, 2022 and March 31, 2023. We do not anticipate receiving additional funds under this program.

Employee retention credits. Employee retention credits include refundable credits recognized under the provisions of the CARES Act and extension thereof. During the year ended December 31, 2022 and the three months ended March 31, 2023, $3.5 million and $1.2 million, respectively, of these credits were received and recorded.

Aborted deferred IPO costs written off. Costs related to an aborted IPO consist of direct and incremental costs such as accounting, consulting, legal and printing fees that were incurred in connection with an IPO process in which we had planned to register and quote our Common Stock, which we did not complete in 2022 due to market conditions.

Other income (expenses). Other income (expenses) consists of legal accruals and other miscellaneous items.

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Interest expense, net. Interest expense includes cash and non-cash charges related to our debt outstanding and finance lease obligations. Interest income reflects income earned on our investments and notes receivable.

Equity in income of equity method investee. Equity in income of equity method investee reflects our 50% ownership in a restaurant located in Hawaii which is accounted for using the equity method.

Results of Operations for the three months ended March 31, 2023 and March 31, 2022

The following table presents selected comparative results of operations for the three month periods ended March 31, 2023 and March 31, 2022. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.

	Three months ended March 31,						Increase/(decrease)
(amounts in thousands)	2023			2022			Amount			%
	(unaudited)
Revenue	$	43,862		$	38,252		$	5,610			14.7	%
Restaurant operating expenses:
Food cost		14,305			12,899			1,406			10.9	%
Payroll and benefits		13,652			11,299			2,353			20.8	%
Occupancy expenses		3,432			2,702			730			27.0	%
Operating expenses		4,126			3,284			842			25.6	%
Depreciation and amortization		1,113			1,055			58			5.5	%
Pre-opening Costs		519			158			361			228.5	%
Total restaurant operating expenses		37,147			31,397			5,750			18.3	%
General and administrative		2,055			1,764			291			16.5	%
Consulting fees - related party		880			2,077			(1,197	)		-57.6	%
Management fees		588			535			53			9.9	%
Depreciation and amortization - corporate		18			7			11			157.1	%
Total costs and expenses		40,688			35,780			4,908			13.7	%
Income from operations		3,174			2,472			702			28.4	%
Gain on extinguishment of PPP debt		—			387			(387	)		-100.0	%
Employee retention credits		1,165			45			1,120			2488.9	%
Interest expense, net		(189	)		(82	)		(107	)		130.5	%
Equity in income of equity method investee		381			540			159			29.4	%
Net income		4,531			3,362			1,169			34.8	%
Net Income attributable to noncontrolling interest		397			373			24			6.4	%
Net income attributable to GEN Restaurant Group	$	4,134		$	2,989		$	1,145			38.3	%

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	% of Revenue
	Three months ended March 31,
(in thousands)	2023			2022
	(unaudited)
Revenue		100.0	%		100.0	%
Restaurant operating expenses:
Food cost		32.6	%		33.7	%
Payroll and benefits		31.1	%		29.5	%
Occupancy expenses		7.8	%		7.1	%
Operating expenses		9.4	%		8.6	%
Depreciation and amortization		2.5	%		2.8	%
Pre-opening Costs		1.2	%		0.4	%
Total restaurant operating expenses		84.7	%		82.1	%
General and administrative		4.7	%		4.6	%
Consulting fees - related party		2.0	%		5.4	%
Management fees		1.3	%		1.4	%
Depreciation and amortization - corporate		0.0	%		0.0	%
Total costs and expenses		92.8	%		93.5	%
Income from operations		7.2	%		6.5	%
Gain on extinguishment of PPP debt		0.0	%		1.0	%
Employee retention credits		2.7	%		0.1	%
Interest expense, net		-0.4	%		-0.2	%
Equity in income of equity method investee		0.9	%		1.4	%
Net income		10.3	%		8.8	%
Net Income attributable to noncontrolling interest		0.9	%		1.0	%
Net income attributable to GEN Restaurant Group		9.4	%		7.8	%

Revenues. Revenues were $43.9 million for the three months ended March 31, 2023, compared to $38.3 million for the three months ended March 31, 2022, an increase of $5.6 million, or 14.7%. This reflects sales increases at comparable stores due largely to price increases in lunch and dinner menus in late 2022, as well as having three more restaurants open in the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Food costs. Food costs were $14.3 million for the three months ended March 31, 2023, compared to $12.9 million for the three months ended March 31, 2022, an increase of $1.4 million, or 10.9%. The increase in food costs reflects the higher sales from new and existing restaurants and inflationary cost increases. As a percentage of revenue, food costs declined from 33.7% to 32.6%.

Payroll and benefits. Payroll and benefits costs were $13.7 million for the three months ended March 31, 2023, compared to $11.3 million for the three months ended March 31, 2022, an increase of $2.4 million, or 20.8%. The increase in payroll and benefits costs reflects the staffing needed to support the higher customer volumes from new and existing restaurants as well as inflationary payroll increases. As a percentage of revenue, payroll and benefits costs increased from 29.5% to 31.1%.

Occupancy expenses. Occupancy expenses were $3.4 million for the three months ended March 31, 2023 compared to $2.7 million for the three months ended March 31, 2022, an increase of $0.7 million, or 27.0%. The increase in occupancy expenses reflects the addition of three new locations, two of which were in higher rent

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geographies. As a percentage of revenue, occupancy expenses were 7.8% in the three months ended March 31, 2023 compared to 7.1% in the three months ended March 31, 2022.

Operating expenses. Operating expenses were $4.1 million for the three months ended March 31, 2023 compared to $3.3 million for the three months ended March 31, 2022, an increase of $0.8 million, or 25.6%, as expenses increased to support the revenue growth and reflected inflationary cost increases. As a percentage of revenue, operating expenses were 9.4% in the three months ended March 31, 2023 and 8.6% in the three months ended March 31, 2022.

Depreciation and amortization expenses. Depreciation and amortization expenses were $1.1 million for both the three months ended March 31, 2023 and 2022. As a percentage of revenue, depreciation and amortization expenses at the restaurant-level were 2.5% during the three months ended March 31, 2023 and 2.8% during the three months ended March 31, 2022, with the decline due to increased revenue.

Pre-opening costs. Pre-opening costs were $0.5 million for the three months ended March 31, 2023 compared to $0.2 million in the three months ended March 31, 2022. This increase was due to costs incurred to build and staff new restaurants as we restarted the development pipeline for new restaurants.

General and administrative expenses. General and administrative expenses were $2.1 million for the three months ended March 31, 2023 compared to $1.8 million for the three months ended March 31, 2022, an increase of $0.3 million, or 16.5%. The increase is largely due to hiring employees to support higher restaurant volume and new restaurant development. As a percentage of revenue, general and administrative expenses increased from 4.6% to 4.7%.

Consulting fees - related party. Consulting fees were $0.9 million for the three months ended March 31, 2023 compared to $2.1 million for the three months ended March 31, 2022, a decrease of $1.2 million or 57.6%. This reflects payments of up to 25% of gross revenue in exchange for various consulting services for 19 of our restaurants currently owned by David Kim, who chose to lower his fees well below the 25% cap in the three months ended March 31, 2023.

Management Fees. Management fees were $0.6 million for the three months ended March 31, 2023 and $0.5 million for the three months ended March 31, 2022. This includes expenses paid to a third-party entity, which consist of fixed fees for eleven restaurants and a percentage of gross revenue for one restaurant in exchange for management services. The 12 restaurants for which management fees were paid are currently owned by Jae Chang.

Gain on extinguishment of debt. During three months ended March 31, 2022, we received loan forgiveness from the SBA related to the 2021 PPP Loans in the amount of $0.4 million. We do not anticipate receiving additional funds under this program.

Employee retention credits. During the three months ended March 31, 2023, we received employee retention credits from the IRS in the amount of $1.2 million compared to $45 thousand in the three months ended March 31, 2022. The Company expects to receive additional credits of $1.7 million under this program.

Interest expense, net. During the three months ended March 31, 2023, Interest expense, net was $189 thousand compared to $82 thousand during the three months ended March 31, 2022. The increase in net interest expense was primarily due to the line of credit entered into with Pacific City Bank in March 2022.

Equity in income of equity method investee. Equity in income of equity method investee was a gain of $0.4 million during the three months ended March 31, 2023 compared to $0.5 million during the three months ended March 31, 2022.

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Results of Operations for the years ended December 31, 2022 and December 31, 2021

The following table presents selected comparative results of operations from our audited financial statements for the year ended December 31, 2022 compared to the year ended December 31, 2021. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.

	Years Ended December 31,						Increase / (Decrease)
(amounts in thousands)	2022			2021			Amount			%
	(as restated)
Revenue	$	163,729		$	140,561		$	23,168			16.5	%
Restaurant operating expenses:
Food costs		54,357			44,688			9,669			21.6	%
Payroll and benefits		48,866			40,710			8,156			20.0	%
Occupancy expenses		12,110			10,151			1,959			19.3	%
Operating expenses		15,019			12,533			2,486			19.8	%
Depreciation and amortization		4,314			4,337			(23	)		-0.5	%
Pre-opening costs		1,455			—			1,455			—
Total restaurant operating expenses		136,121			112,419			23,702			21.1	%
General and administrative		7,988			4,882			3,106			63.6	%
Consulting fees - related party		4,897			4,269			628			14.7	%
Management fees		2,332			2,280			52			2.3	%
Depreciation and amortization - corporate		39			26			13			50.0	%
Total costs and expenses		151,377			123,876			27,501			22.2	%
Income from operations		12,352			16,685			(4,333	)		-26.0	%
Gain on extinguishment of debt		387			22,285			(21,898	)		-98.3	%
Restaurant revitalization fund grant		—			12,963			(12,963	)		-100.00	%
Employee retention credits		3,532			—			3,532			—
Aborted deferred IPO costs written off		(4,036	)		—			(4,036	)		—
Other income (expenses)		(835	)		22			(857	)		-3895.5	%
Interest expense, net		(634	)		(197	)		(437	)		221.8	%
Equity in income of equity method investee		966			1,086			(120	)		-11.1	%
Net income		11,732			52,844			(41,112	)		-77.8	%
Less: Net income attributable to noncontrolling interest		1,451			2,985			(1,534	)		-51.4	%
Net income attributable to GEN Restaurant Group	$	10,281		$	49,859		$	(39,578	)		-79.4	%

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	% of Revenue
	Years Ended December 31,
	2022			2021
	(as restated)
Revenue		100	%		100	%
Restaurant operating expenses:
Food costs		33.2	%		31.8	%
Payroll and benefits		29.8	%		29.0	%
Occupancy expenses		7.4	%		7.2	%
Operating expenses		9.2	%		8.9	%
Depreciation and amortization		2.6	%		3.1	%
Pre-opening costs		0.9	%		0.0	%
Total restaurant operating expenses		83.1	%		80.0	%
General and administrative		4.9	%		3.5	%
Consulting fees - related party		3.0	%		3.0	%
Management fees		1.4	%		1.6	%
Depreciation and amortization - corporate		0.0	%		0.0	%
Total costs and expenses		92.5	%		88.1	%
Income from operations		7.5	%		11.9	%
Gain on extinguishment of debt		0.2	%		15.9	%
Restaurant Revitalization Fund grant		0.0	%		9.2	%
Employee retention credits		2.2	%		0.0	%
Aborted deferred IPO costs written off		-2.5	%		0.0	%
Other income (expenses)		-0.5	%		0.0	%
Interest expense, net		-0.4	%		-0.1	%
Equity in income of equity method investee		0.6	%		0.8	%
Net income		7.2	%		37.6	%
Less: Net income attributable to noncontrolling interest		0.9	%		2.1	%
Net income attributable to GEN Restaurant Group		6.3	%		35.5	%

Revenues. Revenues were $163.7 million for the year ending December 31, 2022, compared to $140.6 million for the year ending December 31, 2021, an increase of $23.2 million, or 16.5%. This reflects sales increases at comparable stores due largely to price increases in lunch and dinner menus in late 2021 and again in late 2022, as well as the opening of three new restaurants in 2022.

Food costs. Food costs were $54.4 million for the year ended December 31, 2022, compared to $44.7 million for the year ended December 31, 2021, an increase of $9.7 million, or 21.6%. The increase in food costs reflects the higher sales from new and existing restaurants while the increase in foods costs as a percentage of revenue, from 31.8% in 2021 to 33.2% in 2022, reflects inflationary cost increases.

Payroll and benefits. Payroll and benefits costs were $48.9 million for the year ended December 31, 2022, compared to $40.7 million for the year ended December 31, 2021, an increase of $8.2 million, or 20.0%. The increase in payroll and benefits costs reflects the higher customer volumes from new and existing restaurants while the increase in these costs as a percentage of revenue, from 29.0% in 2021 to 29.8% in 2022, reflects inflationary payroll rate increases.

Occupancy expenses. Occupancy expenses were $12.1 million for the year ended December 31, 2022 compared to $10.2 million for the year ended December 31, 2021, an increase of $2.0 million, or 19.3%. As a percentage of revenue, occupancy expenses were 7.4% in 2022 compared to 7.2% in 2021.

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Operating expenses. Operating expenses were $15.0 million for the year ended December 31, 2022 compared to $12.5 million for the year ended December 31, 2021, representing an increase of $2.5 million, or 19.8%, as expenses increased to support the revenue growth and reflected inflationary cost increases. As a percentage of revenue, operating expenses were 9.2% in 2022 and 8.9% in 2021.

Depreciation and amortization expenses. Depreciation and amortization expenses were $4.3 million for both the year ended December 31, 2022 and 2021. As a percentage of revenue, depreciation and amortization expenses at the restaurant-level was 2.6% in 2022 and 3.1% in 2021, with the decline due to increased sales in 2022.

Pre-opening costs. Pre-opening costs were $1.5 million for the year ended December 31, 2022 compared to no pre-opening costs in 2021. The reflected costs in 2022 was due to costs incurred to build and staff new restaurants as we restarted the development pipeline for new restaurants.

General and administrative expenses. General and administrative expenses were $8.0 million for the year ended December 31, 2022 compared to $4.9 million for the year ended December 31, 2021, an increase of $3.1 million, or 63.6%. The increase is largely due to hiring employees to support higher restaurant volume. As a percentage of revenue, general and administrative expenses increased from 3.5% in 2021 to 4.9% in 2022.

Consulting fees - related party. Consulting fees were $4.9 million for the year ended December 31, 2022 compared to $4.3 million for the year ended December 31, 2021, an increase of $0.6 million or 14.7%. This reflects payments of up to 25% of gross revenue in exchange for various consulting services for 19 of our restaurants currently owned by David Kim.

Management Fees. Management fees were $2.3 million for the years ended December 31, 2022 and 2021. This includes expenses paid to a third-party entity, which consist of fixed fees for eleven restaurants and a percentage of gross revenue for one restaurant in exchange for management services. The 12 restaurants for which management fees were paid are currently owned by Jae Chang.

Gain on extinguishment of debt. During 2021, we received loan forgiveness from the SBA for the first round of PPP Loans in the amount of $9.2 million and an additional $13.1 million from a second round of PPP loans. During 2022, we received loan forgiveness from the SBA for PPP loans in the amount of $0.4 million. We do not anticipate receiving additional funds under this program.

Employee Retention Credits. During 2022, we received employee retention credits from the IRS in the amount of $3.5 million and compared to no employee retention credits in 2021. The Company expects to receive additional credits of $3.6 million under this program.

Restaurant Revitalization Fund Grant. During the year ended December 31, 2021, we recognized $13.0 million in Restaurant Revitalization Fund. We do not anticipate receiving additional funds under this program.

Aborted deferred IPO costs written off. During 2022, the Company wrote off $4.0 million of deferred IPO costs as market conditions prevented the execution of the IPO in 2022.

Other income (expense). Other income (expense) in 2022 consists of a legal accruals of $0.8 million and other miscellaneous items.

Interest expense, net. During 2022, interest expense, net was $0.6 million compared to $0.2 million in 2021. The increase in interest expense was primarily due to the line of credit with Pacific City Bank.

Equity in income of equity method investee. Equity in income of equity method investee was a gain of $1.0 million in 2022 compared to $1.1 million in 2021.

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Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents net income (loss) excluding interest expense, income taxes, depreciation and amortization, and we also exclude non-recurring items, such as gain on extinguishment of debt, Restaurant Revitalization Fund, or RRF, grants, consulting fees paid to a related party, Employee retention credits, litigation accruals, aborted deferred IPO costs written off and non-cash lease expense. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. For a discussion of why we consider these measures to be useful and their material risks and limitations, see “Non-GAAP Financial Measures.”

The following table reconciles net income to Adjusted EBITDA for the three months ended March 31, 2023 and March 31, 2022 and the years ended December 31, 2022 and December 31, 2021:

(amounts in thousands)	Three months ended March 31,						Years ended December 31,
	2023			2022			2022			2021
	(unaudited)									(as restated)
EBITDA:
Net income attributable to GEN Restaurant Group	$	4,134		$	2,989		$	10,281		$	49,859
Net Income Margin		9.4%			7.8%			6.3%			35.5%
Interest (income) expense, net		189			82			634			197
Taxes		—			—			—			—
Depreciation and amortization		1,131			1,062			4,353			4,363
EBITDA	$	5,454		$	4,133		$	15,268		$	54,419
EBITDA Margin		12.4%			10.8%			9.3%			38.7%
Adjustments to EBITDA:
EBITDA	$	5,454		$	4,133		$	15,268		$	54,419
Gain on extinguishment of debt (1)		—			(387	)		(387	)		(22,285	)
Restaurant revitalization fund grant (2)		—			—			—			(12,963	)
Consulting fees - related party (3)		880			2,077			4,897			4,269
Employee retention credits (4)		(1,165	)		(45	)		(3,532	)		—
Litigation accrual (5)		—			—			869			—
Aborted deferred IPO costs written off (6)		—			—			4,036			—
Non-cash lease expense (7)		60			50			261			1,578
Adjusted EBITDA	$	5,229		$	5,828		$	21,412		$	25,018
Adjusted EBITDA Margin		11.9%			15.2%			13.1%			17.8%

(1) Gain on extinguishment of debt: During 2021, we received loan forgiveness from the SBA of $9.2 million related to the 2020 PPP Loans and loan forgiveness of an additional $13.1 million related to the 2021 PPP Loans. During the three months ended March 31, 2022, we received additional loan forgiveness from the SBA related to the 2021 PPP Loans in the amount of $0.4 million. We do not anticipate receiving additional funds as the program has not been extended under the CARES Act.

(2) Restaurant Revitalization Fund grant: During 2021, we received $16.8 million under the Restaurant Revitalization Fund, of which $13.0 million was recognized as income as eligible expenses were already incurred in 2021 and $3.8 million was deferred as of December 31, 2022 and March 31, 2023.

(3) Consulting fees—related party: We do not anticipate these costs being incurred after completion of the offering.

(4) Employee retention credits: These are refundable credits recognized under the provisions of the CARES Act.

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(5) Litigation accruals: This is an accrual in 2022 related to a specific, one-time, litigation claim. See “Note 11—Commitments and Contingencies” to the financial statements included in this prospectus.

(6) Aborted deferred IPO costs written off: This includes all of costs incurred leading up to the cancellation, due to market conditions, of the IPO intended for 2022.

(7) Non-cash lease expense: This reflects the extent to which lease expense is greater than or less than contractual rent.

Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin

We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results, as this measure depicts normal, recurring cash operating expenses essential to supporting the operations of our restaurants. We expect Restaurant-Level Adjusted EBITDA to increase in proportion to the number of new restaurants we open and with our comparable restaurant sales growth.

However, you should be aware that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are financial measures which are not indicative of overall results for our company, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level and non-cash expenses excluded from such measures.

The following table reconciles revenue to Restaurant-Level Adjusted EBITDA for the three months ended March 31, 2023 and March 31, 2022 and for the years ended December 31, 2022, and December 31, 2021:

(amounts in thousands)	Three months ended March 31,						Years ended December 31,
	2023			2022			2022			2021
	(unaudited)									(as restated)
Income from Operations	$	3,174		$	2,472		$	12,352		$	16,685
Income Margin from Operations		7.2	%		6.5	%		7.5	%		11.9	%
Depreciation and amortization		1,131			1,062			4,353			4,364
Pre-opening costs		519			158			1,455			—
General and administrative		2,055			1,764			7,988			4,882
Consulting fees - related party		880			2,077			4,897			4,269
Management Fees		588			535			2,332			2,280
Non-cash lease expense		60			50			261			1,578
Restaurant-Level Adjusted EBITDA	$	8,407		$	8,118		$	33,638		$	34,057
Restaurant-Level Adjusted EBITDA Margin		19.2%			21.2%			20.5%			24.2%

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, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin in the same fashion. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

Quarterly Results of Operations

The following tables summarize our selected unaudited quarterly statements of operations data for each of the twelve fiscal quarters presented below. The information for each of these quarters has been prepared on a basis consistent with our audited financial statements and, in the opinion of management, includes all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods in accordance with GAAP. The data should be read in conjunction with our audited financial

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statements and the notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any future period.

	Three months ended (unaudited)
(amounts in thousands)	03/31/20		06/30/20		09/30/20		12/31/20		03/31/21		06/30/21		09/30/21		12/31/21		03/31/22		06/30/22		09/30/22		12/31/22		03/31/23
Revenue	$	24,778	$	8,551	$	11,928	$	17,402	$	22,301	$	39,674	$	40,057	$	38,530	$	38,252	$	42,209	$	42,419	$	40,849	$	43,862
Restaurant Operating Expenses:
Food costs		8,036		3,279		3,979		5,424		6,818		12,389		12,732		12,749		12,899		14,115		13,954		13,389		14,305
Payroll & benefits		8,219		3,210		4,092		5,297		6,734		11,419		11,209		11,347		11,299		12,180		12,649		12,738		13,652
Occupancy expenses		2,195		2,129		2,042		1,597		2,399		2,394		2,626		2,732		2,702		3,181		3,168		3,058		3,432
Operating expenses		2,515		1,342		1,809		2,508		2,341		3,382		3,253		3,556		3,284		3,735		4,159		3,841		4,126
Depreciation & amortization		1,138		1,137		1,123		1,128		1,079		1,066		1,051		1,141		1,055		1,084		1,095		1,080		1,113
Pre-opening costs		—		—		—		—		—		—		—		—		158		379		437		480		519
Total restaurant operating expenses		22,102		11,096		13,044		15,954		19,372		30,650		30,871		31,525		31,398		34,673		35,462		34,586		37,147
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