F45 Training Holdings Inc.
3601 South Congress Avenue, Building E
Austin, Texas 78704
September 21, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington D.C. 20549
Attention: Janice Adeloye and Cara Wirth
| Re: | F45 Training Holdings Inc. Form S-3 (File No. 333-267487) |
Dear Ms. Adeloye and Ms. Wirth:
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-3 (File No. 333-267487) (the “Registration Statement”) be accelerated and that it be declared effective September 23, 2022 at 4:30 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 of F45 Training Holdings Inc.
| cc: | Peter Wardle, Gibson, Dunn & Crutcher LLP |
