January 16, 2020

Jude Bricker
Chief Executive Officer
SCA Acquisition Holdings, LLC
2005 Cargo Road
Minneapolis, MN 55450

       Re: SCA Acquisition Holdings, LLC
           Draft Registration Statement on Form S-1
           Submitted December 19, 2019
           CIK No. 0001743907

Dear Mr. Bricker:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Confidential Draft Submission No. 1 on Form S-1 submitted December 19, 2019

Cover Page

1.     Please expand your cover page disclosure to briefly discuss your
dual-class structure and
       the relative voting rights of your Class A and Class B common stock.
Prospectus Summary, page 1

2.     Please expand your disclosure to briefly describe the meaning of the
terms "unbundled
       product," "mobile bounce," and "conversion rate."
 Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 2
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FirstName LastName
3.       Please revise to clarify why you believe you represent "a new breed of
hybrid carrier." In
         this regard, we note you disclose that your operations consist of
scheduled and charter
         flights but also discuss how your model includes certain low-cost and
ultra low-cost
         structure characteristics.
4.       Please revise your disclosure to include quantitative information to
support your
         determination that your "unique model" generates "superior returns and
high margins."
Prospectus Summary
Our Competitive Strengths, page 2

5.       Please provide additional details about the management study disclosed
on page 4 so that
         an investor may understand its significance, including the number of
respondents and how
         they were selected to participate in the study.
Prospectus Summary
Our Competitive Strengths
Tactical Mid-Life Fleet with Flexible Operations, page 4

6.       We note you maintain low aircraft ownership costs by purchasing
mid-life aircraft, which
         have a lower purchase price than comparable new aircraft. Expand your
disclosure to
         provide a more balanced perspective of the expected trends in
maintenance and repair
         expenses associated with the ownership of mid-life aircraft versus new
aircraft, and how
         these expected trends may impact lower ownership costs.
Risk Factors
We depend on a sole-source supplier for the majority of our aircraft parts....,
page 40

7.       We note your disclosure that you depend on a sole-source supplier for
the majority of your
         aircraft parts and your disclosure that any supply disruption could
have a material adverse
         effect on your business. Please revise to identify such supplier, or
tell us why such
         information is not material. In addition, please file your contract
with such supplier, or
         tell us why it is not required to be filed. Refer to Item 601(b)(10)
of Regulation S-K.
Risk Factors
We are a holding company and rely on dividends, distributions, and other
payments, advances,
and transfer of funds from our subsidiaries ..., page 49

8.       We note from this disclosure that the Successor is a holding company
with restrictions on
         the ability to pay dividends. Please tell us how you determined that
the information
         specified by Schedule I per Rule 5-04 of Regulation S-X is not
 Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
Page 3
January 16, 2020 Page 3
FirstName LastName
Our future earnings and earnings per share, as reported under GAAP, could be
impacted by the warrants granted to Amazon...., page 50

9.       Please revise your risk factor disclosure here or elsewhere as
appropriate, to include all
         material risks associated with Amazon's ownership of your Class A
common stock and
         warrants. In this regard, we note your disclosure on page 115 that as
long as Amazon
         holds the 2019 Warrants or any shares of Class A common stock and its
contract remains
         in effect, Amazon will have the right to nominate a member or an
observer to your board
         of directors.
Management's Discussion and Analysis of Financial Condition and Results of
Key Operating Statistics and Metrics, page 74

10.      We note the tabular presentation of Key Operating Statistics and
Metrics on page 74 as
         well as your qualitative discussions and other related disclosures
throughout the
         Submission. Tell us why you believe it is appropriate to present
operating statistics and
         metrics based on GAAP and non-GAAP financial measures without
providing the audited
         financial statements for those same periods.
11.      We note that the definition of "CASM excluding fuel" is further
adjusted to exclude
         certain commissions and other costs of selling your vacation products.
Please revise the
         title of this metric to clarify that it excludes more than just fuel.
12.      We note that the definition of "Adjusted CASM" excludes items that are
"unusual and not
         representative of [y]our ongoing costs." Tell us why you believe stock
compensation is
         appropriately included in this category, or revise your description of
the type of
         adjustments made to this non-GAAP measure as appropriate. Refer to
Question 102.03 of
         the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures (April
         4, 2018).
Comparison of Successor 2019 period to Combined 2018 period, page 76

13.      We note the explanation for the decrease in other revenue was
primarily due to lower net
         revenues from your Sun Country Vacations products. However, we are
unable to locate
         meaningful disclosure in the Submission that addresses the underlying
nature of these
         products, other than the high-level description on page 71, which
indicates that these
         products include organizing ground services, such as hotel, car and
transfers. Please
         expand the disclosure in your Submission to provide relevant
information regarding the
         nature of these products and how they fit into your overall business
Non-GAAP Financial Measures
Presentation of Combined 2018 Period, page 79

14.      We note that you have provided a tabular presentation and related
discussion of non-
         GAAP "combined" financial data for the predecessor period ended April
10, 2018 and the
         successor period ended December 31, 2018 within this Submission.
Please note that your
 Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 4
Page 4
FirstName LastName
         primary discussion should be of the actual results for each period
(i.e. predecessor and
         successor separately). It is inappropriate to merely combine
information for predecessor
         and successor periods. You can supplement your discussion of the
actual historical results
         of operations and capital resources with a discussion of pro forma
financial information
         (e.g. predecessor period plus successor period plus pro forma
adjustments). The pro forma
         financial information should be presented in a format consistent with
Article 11 of
         Regulation S-X and any discussion of such pro forma information should
supplement and
         not be given greater prominence than actual results. Revise the
applicable disclosures
         accordingly, including the key operating statistics and metrics that
are calculated with
         combined financial information.
Management's Discussion and Analysis of Financial Condition and Results of
Liquidity and Capital Resources, page 81

15.      We note your disclosure that your ABL Facility contains "customary
affirmative and
         negative covenants." If material, please describe any negative
covenants that may restrict
         your ability to pay dividends, and briefly disclose the specific terms
of the financial
         maintenance covenant.
Off Balance Sheet Arrangements
Fuel Consortia, page 85

16.      We note from the disclosure under this heading that you participate in
"fuel consortia" at
         MSP and Las Vegas International Airport through agreements that
include cost-sharing
         provisions and environmental indemnities that are generally joint and
several among the
         participating airlines. These agreements, per the disclosure, are not
reflected on the
         balance sheet. Please expand your disclosure to provide further
clarity into the nature and
         terms of these agreements to aid in an understanding as to why
off-balance sheet
         classification is appropriate. In your response, please address how
you considered the
         applicability of ASC 810-10-15 as a variable interest entity as well
as ASC 460 related to
         guarantees and other obligations.
Competition, page 101

17.      We note the chart that you have provided on page 101 comparing your
CASM excluding
         fuel and utilization with your competitors. Please revise to indicate
the time period
         covered in the chart.
Management, page 111

18.      Please revise to provide the time periods associated with the business
experience of your
         executive officers and directors during the past five years. For
example, please clarify the
         time periods that Jude Bricker has been at positions with Allegiant
Travel Company, and
         the time periods over the last five years that Dave Davis was employed
at Global Eagle
 Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 5
Page 5
FirstName LastName
         Entertainment, Inc. and his various other roles that are disclosed
before he joined your
         company in May 2018. See Item 401(e) of Regulation S-K.
Executive Compensation, page 118

19.      Please tell us why you have not provided 2018 executive compensation
information for a
         third executive officer serving as of December 31, 2018. Refer to Item
402(m)(2) of
         Regulation S-K.
Certain Relationships and Related Party Transactions, page 130

20.      Once available, please revise your disclosure to include the number of
shares which will
         be registrable under the registration rights agreement and describe
the attendant risks to
         investors in this offering. We also note that you plan to enter into a
registration rights
         agreement with Amazon. Please also file that registration rights
agreement as an exhibit
         or advise.
Description of Capital Stock
Exclusive Forum Selection, page 140

21.      We note your disclosure that the exclusive forum provision will not
apply to suits brought
         to enforce any liability or duty created by the Securities Act or the
Exchange Act. Please
         ensure that the exclusive forum provision in the governing document
states this clearly, or
         tell us how you will inform investors in future filings that the
provision does not apply to
         any actions arising under the Securities Act or Exchange Act.
Notes to Consolidated Financial Statements
Note 2. Business Combinations, page F-9

22.      We note that the fair value of the assets acquired and the liabilities
assumed in the
         acquisition of MN Airlines, LLC were estimated using market, income,
and cost
         approaches. Please revise to provide information that is more
responsive to the disclosure
         requirements in ASC 820-10-50. In this regard, we are unable to locate
a discussion of the
         inputs that were used in the valuation methods, including the material
judgments and
         assumptions that were made.
Note 3. Summary of Significant Accounting Policies
Unaudited Pro Forma Balance Sheet Information, page F-11

23.      We note that the information described under this heading appears to
have pro forma
         impact on the Liabilities and Members' Interest portion of the
consolidated balance sheet
         on page F-4. However, the column titled Pro Forma Information is shown
only on page F-
         3. Please revise the explanation in this footnote to clearly identify
and explain the nature
         of the pro forma adjustments that will be presented on the face of the
historical financial
 Jude Bricker
SCA Acquisition Holdings, LLC
January 16, 2020
Page 6
Restricted Cash, page F-12

24.   Expand your disclosure here to describe the nature of the restriction on
the charter revenue
      receipts. Refer to ASC 230-10-50-7.
Note 4. Earnings Per Share, page F-18

25.   Relocate the tabular information in this footnote under the heading
Unaudited Pro Forma
      Net Loss per Share to Common Stockholders to the face of the historical
      statements. Additionally, expand the pro forma disclosures to include the
      period from January 1, 2018 to April 10, 2018 to also reflect your change
in tax status.
Note 14. Special Items, page F-28

26.   We note from disclosure on page F-15 that the terms of the frequent flier
      program, now called Sun Country Rewards, were modified such that point
expiration was
      accelerated, while at the same time, making the points more valuable for
members. As a
      result, a net gain of $8,463 was recorded in Special Items. Tell us more
about how the
      accounting for this modification was determined and how the net gain was

27.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721,
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.

FirstName LastNameJude Bricker
                                                            Division of
Corporation Finance
Comapany NameSCA Acquisition Holdings, LLC
                                                            Office of Energy &
January 16, 2020 Page 6
cc:       Brian M. Janson, Esq.
FirstName LastName