United States securities and exchange commission logo August 31, 2021 Christopher A. Tomasso Chief Executive Officer First Watch Restaurant Group, Inc. 8027 Cooper Creek Blvd. #103 University Park, FL 34201 Re: First Watch Restaurant Group, Inc. Amendment No.4 to Draft Registration Statement on Form S-1 Submitted August 19, 2021 CIK No. 0001789940 Dear Mr. Tomasso: We have reviewed your amended draft registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted August 19, 2021 Summary Historical Consolidated Financial and Other Data, page 21 1. We note the adjustment for the non-cash portion of straight-line rent expense to arrive at Adjusted EBITDA and Restaurant Level Operating Profit appears to substitute individually tailored recognition and measurement methods for those of GAAP. Please revise to eliminate the adjustment for the non-cash portion of straight-line rent expense. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations. Christopher A. Tomasso First Watch Restaurant Group, Inc. August 31, 2021 Page 2 You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Jennifer L pez at 2025-551-3792 or Lilyanna Peyser at 202-551-3222 with any other questions. FirstName LastNameChristopher A. Tomasso Sincerely, Comapany NameFirst Watch Restaurant Group, Inc. Division of Corporation Finance August 31, 2021 Page 2 Office of Trade & Services FirstName LastName