SecProbe.io

August 7, 2025
Michael J. Lotz
Chief Financial Officer
Mesa Air Group, Inc.
410 North 44th Street, Suite 700
Phoenix, AZ 85008
Re:Mesa Air Group, Inc.
Registration Statement on Form S-4
Filed July 11, 2025
File No. 333-288622
Dear Michael J. Lotz:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed July 11, 2025
Cover Page
1.Please revise the Letter to Stockholders of Mesa Air Group, Inc. and Republic
Airways Holdings Inc. to prominently disclose, if true, whether the listing approval
for the combined company’s securities on NASDAQ is a closing condition of the
merger and the valuations assigned to the parties for purposes of this merger.
2.If true, please revise to disclose, as noted elsewhere in the prospectus, that the
exchange ratio will not be adjusted and therefore, if before the completion of the
merger, the market price of Mesa common stock increases from the market price on
the date of the merger agreement, then Republic stockholders could receive merger
consideration with substantially more value for their shares of Republic capital stock
than the parties had negotiated when they established the exchange ratio.

August 7, 2025
Page 2
Questions and Answers About the Merger
Q: What will Republic securityholders receive in the Merger?, page 16
3.Please revise your disclosure here to include the value of the per share Merger
Consideration payable to holders of Republic common stock based on the Exchange
Ratio of 584.90.
Why are the two companies proposing to merge?, page 17
4.Expand your discussion of the reasons why the companies are proposing to merge to
describe in greater detail.  For instance, provide summary discussion of the
complementary networks and operations, as well as the effect on your capital and
liquidity position. Avoid merely reciting the bulleted disclosures at pages 99 and 101.
As appropriate, please also address contractual limitations on the scope of operations
of the combined company. In this regard, we note your disclosure at page 55 in the
risk factor entitled "Mesa may be limited from expanding its flying within United
Airlines flight systems..."  Provide appropriate cross-references to a more complete
discussion of this limitation elsewhere in the prospectus.
What will happen to Mesa if, for any reason, the Merger with Republic does not close?, page
18
5.Please revise here or elsewhere in the Q&A, as appropriate, to discuss the termination
provisions, including the amount and circumstances under which a termination fee
would be payable. Please provide an appropriate cross reference to a more complete
discussion.
What is the Escrow Issuance and how will the Escrow Assets be distributed?, page 18
6.Please clarify whether, and in what amount, there is currently expected to be leftover
shares for distribution to the Pre-Merger Mesa Shareholders. To the extent that you
are unable to estimate, please revise your disclosure to explain why. Make similar
revisions elsewhere in the prospectus as appropriate. Also, please address when the
Pre-Merger Mesa Shareholders will know the amount they are entitled to receive, and
how soon after the merger the issuance will occur.
What is the Three Party Agreement?, page 19
7.Revise to clarify the relationship between the Three Party Agreement and the Merger
Agreement, including whether shareholders are expected to approve the Three Party
Agreement. If assets are being sold to satisfy the Net Debt Amount in connection with
the Post-Merger escrow issuance, please revise to clarify. In this regard, we also note
that other Q&As, including the Q&A entitled "What assets are being sold to satisfy
the Net Debt Amount..." should also be revised accordingly,
The Companies, page 27
8.We note your summary discussion of Republic Airways Holdings, Inc. on page
28. Please revise your discussion of Mesa Air Group on page 27 to provide a similar
summary of metrics regarding Mesa's operations, including flight information and
financial results.

August 7, 2025
Page 3
Mesa's Reasons for the Merger, page 28
9.Refer to the seventh bullet on page 29 and similar disclosure on page 99. It is unclear
what this reference means and where it is discussed in Background of the Merger.
Please revise, as appropriate.
Failure to complete the Merger may result in either Mesa or Republic paying a termination
fee, page 46
10.We note your disclosure that the merger agreement may be terminated under certain
specified circumstances. Please revise to describe the circumstances under which a
termination fee is payable.
Mesa is highly dependent on its agreement with United Airlines, page 51
11.Please revise to clarify whether and to what extent United is required or has otherwise
committed to continue to meet its purchasing obligations prior to the merger and
following completion of the merger. In this regard, we note that this risk factor
appears to focus on possible termination of the United CPA. Please provide an
expanded discussion of applicable termination provisions.
Risk Factors
Risks Related to Mesa's Business
Mesa is required to comply with certain ongoing financial and other covenants under certain
credit facilities and leases..., page 53
12.We note that Mesa is required to comply with certain covenants under the United
Revolving Credit Facility and UST Loan.  Please disclose whether Mesa is in
compliance with such covenants as of the most recently completed fiscal quarter.
Risks Related to Disruption of Republic's Operations, page 65
13.We note your disclosure regarding risks related to Republic's reliance on third party
vendors and OEMs. Your disclosure is unclear as to whether Mesa faces similar risks.
Please advise. Please also consider whether there are other risks that you describe for
Republic which are not described for Mesa though they are applicable to both
companies.
Background of the Merger, page 93
14.Please expand your discussion of the nature and substance of discussions, as well as
the materials provided, during the first half of 2023. In this regard, provide sufficient
detail for investors to understand how these talks progressed and the reasons for your
decision to enter into more formal negotiations in July 2023.
15.We note your disclosure elsewhere in the prospectus, including at page 29 that Mesa,
together with is advisors, over a lengthy period of time explored strategic alternatives.
Please revise the background, as appropriate, to discuss these alternatives and when
they were considered.
Based on your disclosures, it appears that more formal negotiations began in July
2023. Please expand your disclosure to discuss in greater detail the substance of 16.

August 7, 2025
Page 4
meetings and discussions, including the material terms that were discussed, how the
parties' positions differed and how issues were resolved. In that regard, we note your
disclosure about the exchange of numerous drafts of the term sheet and various
meetings to evaluate the potential transaction and review the material terms under
discussion by the parties. Revise to provide further detail.
17.We note your general disclosures about negotiations relating to the Merger Agreement
and Three Party Agreement during 2024 (and in to 2025). For example, we note your
following disclosures:

•Beginning in early February 2024, representatives of Simpson Thacher & Bartlett
LLP (“Simpson Thacher”), Republic’s transaction counsel, began circulating
initial drafts of the Merger Agreement and the Three Party Agreement to
representatives of Mesa, United Airlines and their respective transaction advisors,
and over the next several months, the parties and their respective transaction
advisors began negotiating the principal terms of, and began periodically
exchanging subsequent drafts of, these two transaction agreements.
•On March 6, 2024...Mr. Ornstein also provided the board of directors with an
update on Mesa’s discussions with Republic, reiterating the complexity of the
negotiations, including elements involving United Airlines and its potential to
provide financial support for the proposed transaction.
•On May 7, 2024...Mr. Ornstein also provided the board of directors with an
update on the negotiations between the parties and the open issues that remain
unresolved.
•On July 18, 2024...The discussion at this meeting centered on open issues in the
Three Party Agreement, and through the remainder of the summer and early fall,
these discussions continued periodically.

Please revise to disclose the substance of the meetings and discussions including the
specific factors that were considered.
18.We note that on January 23, 2025, Mesa's management instructed FTI Capital
Advisors, LLC to assume an exchange ratio of 636.00 and based that ratio on a
number of assumptions.  Please expand your disclosure to explain the basis for the
assumptions and disclose any valuations that were used in determining the exchange
ratio. In addition, please describe any discussions or communications related to the re-
confirmation of the FTICA opinion, which appears to have occurred several months
after the reduction of the exchange ratio in April 2025.
Mesa's Reasons for the Merger, page 99
19.We note your itemization of factors that your board considered as supporting its
decision to approve the merger agreement.  However, it appears that some of the
bulleted items do not support the merger. Please revise to differentiate the factors
supporting the merger from the uncertainties or risks considered in your
deliberations.

August 7, 2025
Page 5
Mesa Management Unaudited Prospective Financial Information, page 102
20.We note your disclosure that the projections are based on assumptions made by Mesa
with respect to industry performance, general business, economic, regulatory, market
and financial conditions and other future events.  Please revise to specifically
disclose any material assumptions underlying the projections.
The Merger
Material U.S. Federal Income Tax Consequences of the Merger, page 118
21.We note that each of Republic and Mesa intends that the Merger qualifies as a
"reorganization" within the meaning of Section 368(a) of the Code and that assuming
it qualifies as a "reorganization," a U.S. holder will not recognize gain or loss upon
the receipt of Mesa common stock in exchange for surrendering its Republic common
stock in the Merger.  Please provide a tax opinion under Item 601(b)(8) of Regulation
S-K or advise us why you believe the consequences to U.S. holders, assuming the
transaction does not receive the "intended" tax treatment, are not material to the
transaction.
The Merger
Reverse Stock Split, page 121
22.We note that you intend to effect a reverse stock split of the shares of Mesa common
stock in order to increase the per-share market price and satisfy requirements for an
initial listing on Nasdaq, which you identify as a condition to the Merger. Please
update your filing to specify the reverse stock split ratio once it is known, and to
modify disclosures of share and per share details in the financial statements and
throughout the filing as necessary to adhere to the guidance in FASB ASC 260-10-55-
12 and SAB Topic 4:C.
Agreements Related to the Merger, page 159
23.We note your disclosure that as of the date of this proxy statement/prospectus, Mesa is
in the process of transferring the Archer Rights and Obligations to United Airlines.
Please update to disclose the current status of the obligations under the Archer
Agreements.  In this regard, we note your disclosure that United Airlines must assume
the rights and obligations by July 3, 2025.
Note 1 - Description of the Merger, page 334
We note that you have various disclosures indicating shareholders of Republic
Airways are expected to own 88% of the common shares upon completing the merger,
although also indicating shareholders of Mesa Air Group will own either 6% or up to
12%.

On page 16 you associate this uncertainty with a contingent right  and on page 17 you
indicate the associated shares would be held under an escrow arrangement, where
distribution to the pre-merger shareholders of Mesa Air Group would be made on a
pro rata basis if any are remaining after potential distributions to United Airlines "and
the Surviving Corporation" based on a determination of the Net Debt Amount.  You
have related disclosures on page 155, although these appear to be focused on the 24.

August 7, 2025
Page 6
potential distribution of assets and are less clear with regard to the handling of
company shares that are placed in escrow pursuant to the arrangement.

However, it appears that you have assumed shares based on a 12% interest would be
issued in compiling various pro forma disclosures, including your assessment of the
purchase consideration on page 336, the weighted average number of shares in pro
forma adjustment O on page 343, and the resulting EPS figures on pages 332 and 333.

Please revise your disclosures to clarify the range of scenarios for conveyance of the
incremental shares (including the potential for return to the company and use in
satisfying liabilities as indicated in point (vi) on page 335), also to clarify if there is
not also a range of up to 94% ownership for the Republic Airways shareholder group,
and to explain your rationale for assuming that the issuance will be made in compiling
the pro forma information referenced above, notwithstanding the uncertainty.

Given your disclosures indicating the potential incremental 6% would be based on the
number of outstanding shares after completing the merger, tell us why the number of
shares associated with the Three Party Agreement in your share tabulation on page
335 would not be 40,233,481, representing 6% of the subtotal presented therein.
25.We understand from your purchase price disclosures on page 336 that you have
utilized a private company equity valuation for Republic Airways as of December 31,
2024, in determining the purchase price that would be utilized in accounting for the
transaction, and have attributed 12% of that value (which yields $72 million) to the
present interests of the Mesa Air Group shareholders.

Please provide us with the valuation analysis/report including details of all material
assumptions and supporting documentation.  Please explain to us how the value that
you have associated with the acquisition price reconciles to the present Mesa Air
Group market capitalization of about $44 million, in your view, and how the $492 per
share calculated value reconciles to the $600 per share value utilized in measuring
recently issued RSU's, as reported on page F-97.
26.Please expand your purchase price consideration disclosures on page 336 to include a
similar tabulation having the equivalent number of Mesa Air Group shares
and corresponding share value.
Note 2 - Basis of Pro Forma Presentation, page 337
27.We note that Republic Airways reports financial results based on a calendar year
while Mesa Air Group uses a fiscal year that ends on September 30 and we see that
you have adjusted the annual results of Republic Airways to utilize periods that would
coincide with the fiscal year of Mesa Air Group.

Please expand your disclosure in the second paragraph under Accounting Policy
Review on page 338 to clarify whether Republic Airways will be adopting the fiscal
year of Mesa Air Group in conjunction with the merger or at some other point in time;
and tell us your plans with regard to reporting the change and filing a transition report.

August 7, 20