March 18, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, DC 20549
|Attn:||Ms. Laura Nicholson|
|MESA AIR GROUP, INC.|
|Amendment No. 1 Registration Statement on Form S-3|
|Filed January 25, 2021|
|File No. 333-251290|
Dear Ms. Nicholson:
This letter sets forth the responses of Mesa Air Group, Inc. (we, our or the Company) to the comments on the above-referenced filing provided by the staff of the Division of Corporation Finance (the Staff) of the United States Securities and Exchange Commission by letter dated February 8, 2021.
For your convenience, the Staffs comments are restated below in bold type and are followed by our responses.
Amendment No. 1 to Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 2
Please revise to specifically incorporate by reference your current report on Form 8-K filed on December 11, 2020.
We respectfully acknowledge the Staffs comment and have revised disclosure set forth under the heading Incorporation of Certain Information by Reference at page 2 to include the Companys current report on Form 8-K filed on December 11, 2020, as well as the additional current reports on Form 8-K recently filed by the Company.
Please obtain and file a revised opinion regarding the legality of the warrants that addresses whether the warrants are binding obligations of the registrant. For guidance, refer to Section II.B.1.f of Staff Legal Bulletin No. 19. In addition, please ensure that such opinion is signed by counsel.
We respectfully acknowledge the Staffs comment and have filed a revised opinion regarding the legality of the warrants to address whether or not the warrants are binding obligations of the registrant.
If you have any additional questions or comments, please feel free to contact me directly at (602) 685-4000 (email: firstname.lastname@example.org) with any questions.
|Very truly yours,|
Brian S. Gillman
Executive Vice President & General Counsel