June 1, 2021
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
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VIA EDGAR
Division of Corporation Finance
Office of Trade & Services
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Katherine Bagley; Lilyanna Peyser
| Re: | Mister Car Wash, Inc. |
Draft Registration Statement on Form S-1
Submitted May 11, 2021
CIK No. 0001853513
Dear Ms. Bagley or Ms. Peyser:
On behalf of Mister Car Wash, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated May 27, 2021 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 (the “Registration Statement”). This letter is being submitted together with a public filing of the Registration Statement, which has been revised to address the Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed by the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
June 1, 2021
Page 2
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted May 11, 2021
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Cost of Labor and Chemicals and Other Store Operating Expenses, page F-12
| 1. | We note your response to comment 28. Please revise to include the information in your response regarding which maintenance expenses are classified within Cost of Labor and Chemical and Other Store Operating Expenses. |
Response: In response to the Staff’s comment, the Company has revised its disclosure on page F-12 of the Registration Statement accordingly.
* * *
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 714-755-8008 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
| Sincerely, |
| /s/ Drew Capurro |
Drew Capurro of LATHAM & WATKINS LLP |
Enclosures
cc: (via e-mail)
John Lai, Chief Executive Officer, Mister Car Wash, Inc.
Jedidiah Gold, Chief Financial Officer, Mister Car Wash, Inc.
Lisa Bossard Funk, General Counsel, Mister Car Wash, Inc.
Gregory P. Rodgers, Latham & Watkins LLP
Benjamin J. Cohen, Latham & Watkins LLP