|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
GEN Restaurant Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 (Title of Class of Securities) |
36870C104 (CUSIP Number) |
David Kim 11480 SOUTH ST., SUITE 205 CERRITOS, CA, 90703 562-356-9929 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/17/2023 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
David Wook Jin Kim | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,049,840.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
68.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
DJK Trust, as Amended and Restated in 2007 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,139,319.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
Kim Family Living Trust, Surviving Spouse's Trust, Trust for Andrea | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
586,217.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
Kim Family Living Trust, Surviving Spouse's Trust, Trust for Solomon | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
586,217.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
Kim Family Living Trust, Surviving Spouse's Trust, Trust for Joy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
586,217.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 36870C104 |
| 1 |
Name of reporting person
Put Call Forever, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
151,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
GEN Restaurant Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11480 SOUTH ST., SUITE 205, CERRITOS,
CALIFORNIA
, 90703. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") relates to the Class A common stock, $0.001 par value per share (the "Class A Common Stock"), and the Class B common stock, $0.001 par value per share (the "Class B Common Stock"), of GEN Restaurant Group, Inc. (the "Issuer"), and amends and supplements the Schedule 13 D filed with the Securities and Exchange Commission on July 10, 2023 (the "Schedule 13D").
This Amendment is being filed to update the recorded holdings of the reporting persons in the Schedule 13 D after giving effect to that certain Reallocation Agreement, effective as of December 17, 2023 (the "Reallocation Agreement"), pursuant to which certain shares of Class B Common Stock and Class B limited liability company units ("Class B Units") of GEN Restaurant Companies, LLC, a Delaware limited liability company ("GEN LLC"), were transferred to the reporting persons for no consideration by Jae Chang, a director of the Issuer, and certain of his affiliates. In addition, this Ammendment corrects overstatements in the Schedule 13D with respect to the number of shares of Class B Common Stock held by each reporting person other than David Kim.
The address of the princial exective offices of the Issuer is 11480 South Street, Suite 205, Cerritos, California, 90703. | ||
| Item 2. | Identity and Background | |
| (a) | The disclosure provided in Item 2 of the Schedule 13D is amended and restated to include the following disclosure:
This Amendment is being filed by David Kim, DJK Trust, as Amended and Restated in 2007 ("DJK Trust"), the Kim Family Living Trust, Surviving Spouse's Trust, Trust for Andrea ("Trust for Andrea"), the Kim Family Living Trust, Surviving Spouse's Trust, Trust for Solomon ("Trust for Solomon"), the Kim Family Living Trust, Surviving Spouse's Trust, Trust for Joy ("Trust for Joy"), and Through Put Call Forever LP, a Nevada limited partnership ("TPCF LP," and together with the foregoing persons and entities, collectively, the "Reporting Persons") pursuant to their agreement to the joint filing of this Amendment, attached as an exhibit hereto (the "Joint Filing Agreement").
As of the date of this statement, (i) DJK Trust is the record owner of 166,652 shares of Class A Common Stock and 8,972,667 shares of Class B Common Stock, (ii) Trust for Andrea is the record owner of 586,217 shares of Class B Common Stock, (iii) Trust for Solomon is the record owner of 586,217 shares of Class B Common Stock, and (iv) Trust for Joy is the record owner of 586,217 shares of Class B Common Stock. David Kim directly (whether through ownership interest or position) or indirectly may be deemed to control DJK Trust, Trust for Andrea, Trust for Solomon and Trust for Joy as trustee of each. As such, Mr. Kim may be deemed to have shared voting and dispositive power with respect to the shares of Class B Common Stock owned by DJK Trust, Trust for Andrea, Trust for Solomon and Trust for Joy. As such, Mr. Kim may be deemed to have shared beneficial ownership over such shares of Class B Common Stock. In addition, Through Put Call Forever LP, a Nevada limited partnership ("TPCF LP"), is the record owner of 151,870 shares of Class A Common Stock. Mr. Kim is a general partner of Through Put Call Forever LP and as such may be deemed to have shared voting and dispositive power over such shares of Class A Common Stock
| |
| (b) | The address of the principal executive offices of the Issuer is 11480 South Street, Suite 205, Cerritos, California 90703 | |
| (c) | Not applicable to DJK Trust, Trust for Andrea, Trust for Solomon, Trust for Joy, or TPCF LP. The present principal occupation of Mr. Kim is Chief Executive Officer and a director of the Issuer. | |
| (d) | None of the Reporting Persons has been convicted in a criminal proceeding during the last five years. | |
| (e) | None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. | |
| (f) | Mr. Kim is a United States citizen. Each of DJK Trust, Trust for Andrea, Trust for Solomon and Trust for Joy are trusts formed under the laws of the State of California. TPCF is a limited partnership formed under the laws of Nevada | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 to the Schedule 13D is hereby amended and supplemented as follows.
The Class B Common Stock and Class B Units transferred pursuant to the Reallocation Agreement were transferred to the Reporting Person for no consideration.
| ||
| Item 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended and supplemented as follows.
Pursuant to the Reallocation Agreement, certain shares of Class B Common Stock and Class B Units were transferred to the Reporting Persons for no consideration by Jae Chang, a director of the Issuer, and certain of his affiliates to update the recorded holdings of the Reporting Persons following the IPO to more appropriately reflect the relative value of the equity interest contributed pursuant to Contribution Agreements (as defined in the Reallocation Agreememt). A copy of the Reallocation Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The disclosure provided in Item 5 of the Schedule 13D is amended and restated to include the following disclosure.
The responses to this Item 5 and the information on the cover pages hereto are based on 5,375,752 shares of Class A Common Stock outstanding as of February 28, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
The information set forth in Items 2, 3 and 6 of this Amendment and the cover pages of this Amendment is hereby incorporated by reference into this Item 5.
| |
| (b) | As of the date of this Amendment, (1) David Kim has shared beneficial ownership of 318,522 shares of Class A Common Stock and 10,731,318 shares of Class B Common Stock, which represents 68.6% beneficial ownership of the Issuer's Class A Common Stock, if such shares of Class B Common Stock and corresponding Class B Units of GEN LLC were exchanged for Class A Common Stock; (2) the DJK Trust has shared beneficial ownership of 166,652 shares of Class A Common Stock and 8,972,667 shares of Class B Common Stock, which represents 63.7% beneficial ownership of the Issuer's Class A Common Stock, if such shares of Class B Common Stock and corresponding Class B Units of GEN LLC were exchanged for Class A Common Stock; (3) each of the Trust for Andrea; the Trust for Solomon, and the Trust for Joy has shared beneficial ownership of 586,217 shares of Class B Common Stock, which represents 9.8% beneficial ownership of the Issuer's Class A Common Stock, if such shares of Class B Common Stock and corresponding Class B Units of GEN LLC were exchanged for Class A Common Stock; and (4) TPCF has shared beneficial ownership of 151,870 shares of Class A Common Stock, which represents 2.8% beneficial ownership of the Issuer's Class A Common Stock. | |
| (c) | The Reporting Persons have not effected any transactions during the past 60 days. | |
| (e) | None | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 to the Schedule 13D is hereby amended and supplemented as follows.
Item 4 above summarizes certain provisions of the Reallocation Agreement and is incorporated herein by reference. A copy of the Reallocation Agreement is attached as an exhibit hereto and incorporated herein by reference.
| ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated April 30, 2025.
99.2 Reallocation Agreement, dated December 17, 2023, by and among the Reporting Persons and the other parties thereto.
| ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|