ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part, this prospectus supplement, and the second part, the accompanying prospectus, are each
part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under this shelf registration process, we
may offer and sell shares of our Class A common stock and other securities in one or more offerings. In this prospectus supplement, we provide you with specific information about the terms of this offering and updates with respect to
information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The accompanying prospectus, including the documents incorporated by reference herein,
provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the
other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later datefor example, a document incorporated by reference
in the accompanying prospectusthe statement in the document having the later date modifies or supersedes the earlier statement.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus. We have not, and the underwriters and their affiliates and agents have not, authorized any other person
to provide you with different or additional information other than that contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We do not, and the underwriters and their affiliates and agents do
not, take responsibility for, and can make no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it.
We will not, and the underwriters and their affiliates and agents will not, make an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
The information appearing in this prospectus supplement and the accompanying prospectus is accurate
only as of the date on its respective cover, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or any
sale of our Class A common stock, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement, the accompanying prospectus and the information incorporated herein by reference include trademarks, service marks
and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement and the accompanying prospectus are the property of their respective owners.
In this prospectus supplement, Kura Sushi USA, Kura Sushi, Kura, we, us,
our, our company, and the Company refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires. Kura Japan, parent company, and parent refer to
Kura Sushi, Inc.
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