November 26,
2019

Chris Payne
Chief Financial Officer
F45 Training Holdings Inc.
236 California Street
El Segundo, California 90245

       Re: F45 Training Holdings Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted November 15, 2019
           CIK 0001788717

Dear Mr. Payne:

      We have reviewed your amended 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 better 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
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November
15, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 88

1.     Please tell us your consideration of disclosing the amount of cash and
cash equivalents
       held by foreign subsidiaries; a statement that you will need to accrue
and pay taxes if
       repatriated; and a statement, if true, that you do not intend to
repatriate the funds. If there
       are no tax consequences to the repatriation of foreign earnings, please
supplementally
       explain the reasons and provide summary disclosure conveying this fact
in the financial
       statements.
 Chris Payne
FirstName LastNameChris Payne
F45 Training Holdings Inc.
Comapany 26, 2019 Training Holdings Inc.
November NameF45
Page 2
November 26, 2019 Page 2
FirstName LastName
Contractual Obligations and Commitments, page 89

2.       Please revise to discuss or reference to a discussion of any
contractual obligations under
         your Term Facility and Revolving Facility.
Audited Financial Statements
Note 6. Income Taxes, page F-18

3.       We reviewed the revision made in response to comment 17 labeling the
line item ASC
         740-10. This reference does not adequately describe the nature of the
tax item as it is very
         broad. Please revise to include language that specifically describes
the nature of the line
         item.
Unaudited Condensed Consolidated Financial Statements
Note 11. Stock-Based Compensation, page F-44

4.       Reference is made to your disclosure on page F-45 that states, "In the
event that a
         performance condition were achieved and the Company did not reach a
prescribed
         company equity value threshold, the grant date fair value of all of
the vested restricted
         stock units will be recognized as of the date of the achievement of
the performance
         condition as long as Mr. Wahlberg renders the requisite service under
the terms of the
         promotional agreement." Please tell us whether these restricted stock
units will vest in
         this event regardless of meeting the market conditions. If not, please
revise your
         disclosure to clarify when the restricted stock units will vest and
when compensation
         expense will be recognized. Please also tell us what consideration you
gave to the March
         15, 2019 sale of preferred stock at $10 per share when determining the
fair value the
         restricted stock units. Lastly, please disclose a description of the
method and significant
         assumptions used to estimate fair value. Refer to ASC 718-10-50.
Note 12. Basic and Diluted Earnings Per Share, page F-46

5.       Please tell us why you reflect the issuance of common stock upon the
vesting and
         settlement of restricted stock units in your calculation of pro forma
basic and diluted loss
         per share. Please also explain to us in detail how you plan to
calculate the number of
         shares.
 Chris Payne
FirstName LastNameChris Payne
F45 Training Holdings Inc.
November NameF45
Comapany 26, 2019 Training Holdings Inc.
Page 3
November 26, 2019 Page 3
FirstName LastName
       You may contact Adam Phippen at 202-551-3336 or Jim Allegretto at
202-551-3849 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-3222
with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services