CORRESP 1 filename1.htm CORRESP

F45 Training Holdings Inc.

801 Barton Springs Road, 9th Floor

Austin, Texas 78704

July 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington D.C. 20549

Attention:   Jacqueline Kaufman

 

Re:

F45 Training Holdings Inc.

Registration Statement on Form S-1 (File No. 333-257193)

Dear Ms. Kaufman:

F45 Training Holdings Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-257193) (the “Registration Statement”) be accelerated and that it be declared effective July 14, 2021 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

Sincerely,

/s/ Patrick Grosso

Patrick Grosso

Chief Legal Officer

 

cc:

Adam Gilchrist, President and Chief Executive Officer

Tad Freese

Peter Wardle