July 18, 2019

Hajime Uba
Chairman and Chief Executive Officer
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, CA 92614

       Re: Kura Sushi USA, Inc.
           Amendment No.1 to
           Registration Statement on Form S-1
           Filed July 16, 2019
           File No. 333-232551

Dear Mr. Uba:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 11,
2019 letter.

Amended Form S-1 filed July 16, 2019

General

1.     We note that the forum selection provisions in Article 12 of your
Amended and Restated
       Certificate of Incorporation and Article 9 of your Amended and Restated
Bylaws identify
       the Court of Chancery of the State of Delaware as the exclusive forum
for certain
       litigation, including any "derivative action." Describe the provisions
in your prospectus,
       including the relevant forum for litigation and any savings clause or
subject matter
       jurisdiction carve out. Clearly describe any risks or other impacts on
investors. Risks
       may include, but are not limited to, increased costs to bring a claim
and that these
       provisions can discourage claims or limit investors' ability to bring a
claim in a judicial
 Hajime Uba
Kura Sushi USA, Inc.
July 18, 2019
Page 2
      forum that they find favorable. Please disclose whether these provisions
apply to actions
      arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27
      of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
      any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
      and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state
      courts over all suits brought to enforce any duty or liability created by
the Securities Act
      or the rules and regulations thereunder. If the provisions apply to
Securities Act claims,
      please also revise your prospectus to state that there is uncertainty as
to whether a court
      would enforce such provisions and that investors cannot waive compliance
with the
      federal securities laws and the rules and regulations thereunder. If
these provisions do not
      apply to actions arising under the Securities Act or Exchange Act, please
also ensure that
      the exclusive forum provisions in the governing documents state this
clearly, or tell us
      how you will inform investors in future filings that the provisions do
not apply to any
      actions arising under the Securities Act or Exchange Act.
       You may contact Beverly Singleton, Staff Accountant, at (202) 551-3328
or Doug Jones,
Staff Accountant, at (202) 551-3309 if you have questions regarding comments on
the financial
statements and related matters. Please contact J. Nolan McWilliams,
Attorney-Advisor, at (202)
551-3217 or John Dana Brown, Attorney-Advisor, at (202) 551-3859 with any other
questions.



                                                            Sincerely,
FirstName LastNameHajime Uba
                                                            Division of
Corporation Finance
Comapany NameKura Sushi USA, Inc.
                                                            Office of
Transportation and Leisure
July 18, 2019 Page 2
cc:       Aaron Seamon, Esq.
FirstName LastName