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United States securities and exchange commission logo
July 21, 2021
David P. Berg
Chief Executive Officer
European Wax Center, Inc.
5830 Granite Parkway, 3rd Floor
Plano, Texas 75024
Re: European Wax
Center, Inc.
Registration
Statement on Form S-1
Filed July 13, 2021
File No. 333-257874
Dear Mr. Berg:
We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary
Recent Developments, page 10
1. We note your statement
in your proposed disclosure that your final results are subject to
revisions and "[a]ny
such change may potentially be material" and thus, different from the
estimates you are
presenting. If you choose to disclose preliminary results, you should be
able to assert that the
actual results are not expected to differ materially from that reflected
in the preliminary
results. Accordingly, please remove this statement, as it implies that
investors should not
rely on the information presented. As a related matter, please expand
your narrative
disclosure to provide additional context for the preliminary financial
information and
metrics. This analysis might include a discussion of the trends set forth in
MD&A section impacting
historical results and how they relate to the preliminary
David P. Berg
European Wax Center, Inc.
July 21, 2021
Page 2
financial information and metrics.
The Reorganization Transactions, page 62
2. We note your disclosure that "EWC Ventures will make a distribution to
the EWC
Ventures Pre-IPO Members for the purpose of funding their tax
obligations for periods
prior to the closing of this offering." To the extent material, please
quantify such
distribution. In this regard, we note that you are dependent upon
distributions from EWC
Ventures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tatanisha Meadows at 202-551-3322 or Lyn Shenk at
202-551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Jennifer L pez at 202-551-3792 with
any other
questions.
FirstName LastNameDavid P. Berg Sincerely,
Comapany NameEuropean Wax Center, Inc.
Division of
Corporation Finance
July 21, 2021 Page 2 Office of Trade &
Services
FirstName LastName