FRONTIER GROUP HOLDINGS, INC.
4545 Airport Way
Denver, Colorado 80239
May 11, 2022
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Yolanda Guobadia, Staff Accountant |
| Gus Rodriguez, Accounting Branch Chief |
| Anuja Majmudar, Attorney-Advisor |
| Laura Nicholson, Special Counsel |
| Re: | Frontier Group Holdings, Inc. |
| Registration Statement on Form S-4 (File No. 333-263467) |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-263467) (as amended, the “Registration Statement”) of Frontier Group Holdings, Inc. (the “Company”), so that such Registration Statement will be declared effective as of 12:00 p.m. on May 11, 2022, or as soon thereafter as practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Bekheit at (650) 463-3032.
Thank you for your assistance with this matter. If you have any questions regarding the foregoing, please do not hesitate to contact Mark Bekheit of Latham & Watkins LLP at (650) 463-3032.
| Very truly yours, | ||
| FRONTIER GROUP HOLDINGS, INC. | ||
| By: | /s/ Howard Diamond | |
| Name: Howard Diamond Title: General Counsel and Secretary | ||
| cc: | Anthony J. Richmond, Latham & Watkins LLP |
| Mark Bekheit, Latham & Watkins LLP |
| Eric T. Juergens, Debevoise & Plimpton LLP |