GENK GEN Restaurant Group Inc

UNITED STATES

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)

Common Stock

(Title of Class of Securities)

36870C104

(CUSIP Number)

Jae Chang

11480 South Street, Suite 205

Cerritos, CA 90703

(562) 356-9929

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D 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 13D filed with the Securities and Exchange Commission on July 10, 2023 (the “Schedule 13D”). This Amendment No. 1 is being find to amend and supplement the Schedule 13D to reflect the correction of an error in the recorded holdings of the reporting persons, and to correct the inadvertent omission of certain entities affiliated with the reporting persons on the Schedule 13D.

The address of the principal executive offices of the Issuer is 11480 South Street, Suite 205, Cerritos, California 90703.

Item 2. Identity and Background.

The disclosure provided in Item 2 of the Schedule 13D is amended and restated to include the following disclosure.

(a) This Schedule 13D is being filed by Jae Chang, Juhee Han (spouses), JC Holding Group, LLC and JC Group International Holding Inc. (collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached as an exhibit hereto (the “Joint Filing Agreement”).

As of the date of this statement, (i) Mr. Chang is the record owner of 2,813,818 shares of Class B Common Stock, (ii) Ms. Han is the record owner of 2,095,495 shares of Class B Common Stock, JC Holding Group, LLC is the record owner of 2,849,474 shares of Class B Common Stock, and (iv) JC Group International Holding Inc. is the record owner of 1,533,575 shares of Class B Common Stock. Mr. Chang is the ultimate control person of JC Holding Group, LLC and JC Group International Holding Inc., and as such, is an indirect beneficial owner of the shares held by such entities. As spouses, each of Mr. Chang and Ms. Han directly or indirectly may be deemed to have shared voting and investment power with respect to the shares of Class B Common Stock owned and/or controlled by Mr. Chang and Ms. Han. As such, Mr. Chang and Ms. Han may be deemed to have shared beneficial ownership over such shares of Class B Common Stock.

(b) The address of each of the Reporting Persons is 11480 South Street, Suite 205, Cerritos, California 90703.

(c) The present principal occupation of Mr. Chang is Co-Chief Executive Officer and Director of the Issuer. Ms. Han does not presently have a principal occupation. Not applicable to JC Holding Group, LLC and JC Group International Inc.

(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) Each of Mr. Chang and Ms. Han is a United States citizen. Each of JC Holding Group, LLC and JC Group International Holding Inc. is organized under the laws of Delaware.

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 4,140,000 shares of Class A Common Stock outstanding after giving effect to the IPO, as described in the Issuer’s prospectus filed with the SEC pursuant to Rule 424(b)(4) on June 29, 2023.

The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) – (b)

As a result of the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have shared beneficial ownership of 9,292,362 shares of Class B Common Stock, which represents 69.2% beneficial ownership of the Issuer’s Class A Common Stock, if such shares of Class B Common Stock were exchanged for Class A Common Stock pursuant to the terms of the GEN LLC limited liability company agreement which the Reporting Persons are party to.

Shares beneficially owned by the other parties to the Voting Agreement are not the subject of this Schedule 13D and accordingly, none of such parties are included as reporting persons herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: August 14, 2023

Exhibit 99.1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “Issuer”), and such other securities of the Issuer and its affiliates that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be duly executed as of the 14^th day of August, 2023.

[SIGNATURE PAGE TO GEN RESTAURANT GROUP, INC. 13-D JOINT FILING AGREEMENT]