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CORRESP Filing

Spirit Aviation Holdings, Inc.
Date: July 16, 2025 · CIK: 0001498710 · Accession: 0001193125-25-159918

Offering / Registration Process

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File numbers found in text: 333-288706

Date
July 16, 2025
Author
Fred Cromer
Form
CORRESP
Company
Spirit Aviation Holdings, Inc.

Letter

Re: Spirit Aviation Holdings, Inc. Registration on Form S-1 Submitted July 16, 2025 CIK No. 0001498710 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-288706) (the “Registration Statement”), be declared effective at 4:30 p.m., Eastern Time, on July 18, 2025, or as soon thereafter as is requested by counsel. Once the Registration Statement is effective, please orally confirm the event with our counsel, Davis Polk & Wardwell LLP by calling Yasin Keshvargar at (212) 450-4839 or Chris Van Buren at (212) 450-4899.

July 16, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell

Very truly yours,
SPIRIT AVIATION HOLDINGS, INC.

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CORRESP
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 filename1.htm

 CORRESP

 July 16, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Michael Purcell

 Re:
 Spirit Aviation Holdings, Inc.
 Registration on Form S-1
 Submitted July 16, 2025 CIK
No. 0001498710 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-288706) (the “Registration Statement”), be declared effective at 4:30 p.m., Eastern Time, on July 18, 2025, or as soon thereafter as is requested by counsel.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Davis Polk & Wardwell LLP by calling Yasin Keshvargar
at (212) 450-4839 or Chris Van Buren at (212) 450-4899.

 Very truly yours,

 SPIRIT AVIATION HOLDINGS, INC.

 By:

 /s/ Fred Cromer

 Name: Fred Cromer

 Title:  Chief Financial Officer