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CORRESP
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CORRESP

 August 14, 2025

VIA EDGAR

 Office of Energy &
Transportation

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Anuja Majmudar

Daniel Morris

Re:

Mesa Air Group, Inc.

Registration Statement on Form S-4

Filed July 11, 2025

File No. 333-288622

 Ladies and Gentlemen:

 This
letter is submitted on behalf of Mesa Air Group, Inc. (the “Company”) in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Registration Statement on Form S-4 filed on July 11, 2025 (the “Registration Statement”), as set forth in
the Staff’s letter dated August 7, 2025 (the “Comment Letter”).

 Set forth below are the Company’s responses to the
Staff’s comments in the Comment Letter. For reference purposes, the Staff’s comments are reproduced in bold below, followed by the Company’s response to the comment. The numbered paragraphs below correspond to the numbered
comments in the Comment Letter.

 Additionally, the Company is concurrently filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1”), which reflects revisions in response to the Comment Letter and certain other updates. Except for page references appearing in the headings and Staff comments below (which
are references to the Registration Statement filed on July 11, 2025), all page references herein correspond to the page of Amendment No. 1. All capitalized terms used but not defined in this letter have the meanings given to them in
Amendment No. 1.

 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.

 Response: In response to the Staff’s comment regarding listing approval, the Company has
expanded the referenced disclosure in the Letter to Stockholders of Mesa Air Group, Inc. and Republic Airways Holdings Inc. in Amendment No. 1 to disclose that the listing approval by Nasdaq is a closing condition of the Merger.

In response to the Staff’s comment regarding valuations, the Company respectfully advises the Staff that, in negotiating the Merger Agreement, the
parties took into account all information reasonably available to them, including Mesa’s public trading price and Republic’s theoretical value as a public company, along with factors such as the terms and conditions of Mesa’s and
Republic’s respective capacity purchase agreements and the respective assets of Mesa and Republic that are anticipated to be utilized by the combined company post-closing, but the parties did not assign specific values to Mesa and Republic
because they did not consider it feasible to do so and because they did not believe that doing so would facilitate negotiations. While Mesa is publicly traded, the parties did not view Mesa’s then-current stock price and related market
capitalization as corresponding to or reflective of the proposed scope of the Merger due to the expected dispositions of certain assets and liabilities as set forth in the Three Party Agreement that were not priced into the then-current stock price
of Mesa. Republic is a private company without a public trading price, and although the parties considered Republic’s size, status as a private company in an inactive market, and financial performance in comparison to Mesa’s, the parties
did not determine a specific value for Republic.

 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure in the Letter to Stockholders of Mesa Air Group,
Inc. and Republic Airways Holdings Inc. in Amendment No. 1 to disclose that the Exchange Ratio will not be adjusted based on changes in the market price of Mesa common stock, and therefore the per share value of the Merger Consideration
received by Republic stockholders may fluctuate based on changes in the market price of Mesa common stock as compared to when the parties established the Exchange Ratio.

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.

 Response: In response to the
Staff’s comment, the Company has expanded the referenced disclosure on page 16 of Amendment No. 1 to indicate the implied per share cash value of the Merger Consideration payable in respect of Republic common stock based on the
Exchange Ratio and the per share value of Mesa common stock as of the date of the signing of the Merger Agreement.

 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.

 Response: In response to the Staff’s
comment, the Company has expanded the referenced disclosure on page 18 of Amendment No. 1 to provide additional detail on the companies’ reasons for the Merger.

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.

 Response: In response to the
Staff’s comment, the Company has expanded the referenced disclosure on pages 18 and 19 of Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure on pages 19 and 20 of Amendment No. 1 to
explain why we are unable to estimate whether, and what amount, of the Escrow Asset will be distributed to the Pre-Merger Mesa Shareholders, as well as to indicate the timing as to when the ultimate
disposition of the Escrow Asset will be finally determined.

 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,

 Response: In response to the Staff’s comment, the Company has expanded the referenced
disclosures on pages 20 and 21 of Amendment No. 1.

 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.

 Response: In response to the
Staff’s comment, the Company has expanded the referenced disclosure on page 29 to provide a similar summary of metrics regarding the Company’s operations, including flight information and financial results, as set forth in the summary
discussion of Republic Airways Holdings, Inc. on page 30.

 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.

 Response: In response to the Staff’s comment, the Company has expanded the referenced
disclosure in the eighth bullet on page 31.

 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.

 Response: In response to the Staff’s comment, the Company has expanded the
referenced disclosure on page 48 of Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure on page 55 of Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure on page 57 of Amendment No. 1.

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.

Response: In response to the Staff’s comment, the Company has expanded disclosure on pages 62 and 63 of Amendment No. 1 to provide additional
detail regarding risks related to the Company’s reliance on third-party suppliers and service providers. Further, in response to the Staff’s comment, the Company has expanded disclosure on pages 59, 61, 62, 64, 66, 67, and 68 of Amendment
No. 1 to provide additional detail regarding other risks described for Republic that are also applicable to the Company. Other than the foregoing referenced disclosure, there are no additional risks that are applicable to both the Company and
Republic.

 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure on pages 101 and 102 of Amendment No. 1.

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.

 Response: In
response to the Staff’s comment, the Company has expanded the referenced disclosure on page 105 of Amendment No. 1.

 16. 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 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.

Response: In response to the Staff’s comment, the Company has expanded the referenced disclosure on pages 101, 102, 103, 104, and 105 of Amendment
No. 1.

 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.

 Response: In response to the Staff’s
comment, the Company has expanded the referenced disclosure on pages 104, 105 and 106 of Amendment No. 1 to include additional details of various meetings.

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 reconfirmation of the FTICA opini