United States securities and exchange commission logo
January 4, 2023
Jude Bricker
Chief Executive Officer
Sun Country Airlines Holdings, Inc.
2005 Cargo Road
Minneapolis, MN 55450
Re: Sun Country
Airlines Holdings, Inc.
Registration
Statement on Form S-3
Filed December 27,
2022
File No. 333-269023
Dear Jude Bricker:
This is to advise you that we have not reviewed and will not
review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Cheryl
Brown, Staff Attorney, at (202) 551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Brian M. Janson