[SCHEDULE 13G/A] KURA SUSHI USA, INC. Amended Passive Investment Disclosure
KURA SUSHI USA, INC. Amended Passive Investment Disclosure
12 West Capital Management and Joel Ramin report beneficial ownership of 541,415 shares of Kura Sushi USA Class A common stock, representing 4.9% of the class.
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12 West Capital Management and Joel Ramin report beneficial ownership of 541,415 shares of Kura Sushi USA Class A common stock, representing 4.9% of the class. This percentage is based on 11,111,427 shares outstanding as of November 24, 2025. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
KURA SUSHI USA, INC.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
501270102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
501270102
1
Names of Reporting Persons
12 West Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
541,415.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
541,415.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
541,415.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
501270102
1
Names of Reporting Persons
Joel Ramin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
541,415.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
541,415.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
541,415.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KURA SUSHI USA, INC.
(b)
Address of issuer's principal executive offices:
17461 Derian Ave., Suite 200, Irvine, CA 92614
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) 12 West Capital Management LP ("12 West Management"), a Delaware limited partnership, and the investment manager to 12 West Capital Fund LP, a Delaware limited partnership, and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership ("12 West Funds"), with respect to the shares of Class A common stock, par value $0.001 per share ("Class A Common Stock"), of Kura Sushi USA, Inc. (the "Company") directly held by the 12 West Funds; and
(ii) Mr. Joel Ramin ("Mr. Ramin"), the managing member of 12 West Capital Management, LLC, the general partner of 12 West Management, with respect to the shares of Class A Common Stock directly held by the 12 West Funds.
The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 475 Tenth Avenue, 14th Floor, New York, NY 10018.
(c)
Citizenship:
12 West Management is a Delaware limited partnership. Mr. Ramin is a United States citizen.
(d)
Title of class of securities:
Class A Common Stock, par value $0.001 per share
(e)
CUSIP No.:
501270102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 11,111,427 shares of Class A Common Stock outstanding as of November 24, 2025, as reported in the Company's Registration Statement on Form S-3, filed with the Securities and Exchange Commission on December 29, 2025.
(b)
Percent of class:
4.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
12 West Capital Management LP
Signature:
/s/ Joel Ramin
Name/Title:
By: 12 West Capital Management, LLC, General Partner, By: Joel Ramin, Managing Member
