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    Kura Sushi USA Inc. filed SEC Form 8-K: Regulation FD Disclosure

    11/12/24 7:16:30 AM ET
    $KRUS
    Restaurants
    Consumer Discretionary
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    8-K
    false 0001772177 0001772177 2024-11-11 2024-11-11

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): November 11, 2024

     

     

    KURA SUSHI USA, INC.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-39012   26-3808434
    (State or Other Jurisdiction
    of Incorporation)
     

    (Commission

    File Number)

      (IRS Employer
    Identification No.)

     

    17461 Derian Avenue, Suite 200  
    Irvine, California   92614
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (657) 333-4100

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Class A Common Stock, par value $0.001 per share   KRUS   The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    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 13(a) of the Exchange Act. ☐

     

     

     


    Item 7.01 Regulation FD Disclosure.

    On November 11, 2024, the Company issued a press release regarding the launch of an underwritten public offering of Class A common stock (“the Offering”). A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

    On November 12, 2024, the Company issued a press release regarding the pricing of the Offering. A copy of such press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

    The information furnished with this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act.

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit
    No.
      

    Description

    99.1    Launch Press Release by Kura Sushi USA, Inc. dated November 11, 2024
    99.2    Pricing Press Release by Kura Sushi USA, Inc. dated November 12, 2024
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        KURA SUSHI USA, INC.
    Date: November 12, 2024     By:  

    /s/ Jeffrey Uttz

        Name:   Jeffrey Uttz
        Title:   Chief Financial Officer
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