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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2025
(December 15, 2025)
____________________________
Spirit Aviation
Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35186 |
33-3711797 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
1731 Radiant Drive
Dania Beach, Florida 33004
(Address of principal executive offices, including zip code)
(954) 447-7920
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously disclosed, on
August 29, 2025, Spirit Aviation Holdings, Inc. (the “Company”) and certain of its controlled affiliates (such affiliates,
together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in
the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under chapter
11 of title 11 of the U.S. Code (the “Bankruptcy Code”). The Chapter 11 Cases are being jointly administered under
Case No. 25-11897 (SHL). Each Debtor continues to operate its business as a “debtor-in-possession” under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
Item 1.01. Entry into a Material Definitive Agreement
Amendment to DIP Credit Agreement
In connection with the Chapter 11 Cases, on
October 31, 2025, the Bankruptcy Court entered a final order (as amended, supplemented, or otherwise modified from time to time, the
“Final DIP Order”) approving Spirit Airlines, LLC, as borrower (the “DIP Borrower”), and certain
subsidiaries of the Company from time to time party thereto as guarantors, entering into that certain Superpriority Priming
Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), dated October 14, 2025, with the lenders from time
to time party thereto (the “DIP Lenders”) and Wilmington Trust, National Association, as administrative agent and
collateral agent (the “Agent”).
On December 15, 2025, the DIP Borrower, the
Required DIP Lenders (as defined in the DIP Credit Agreement) and the Agent entered into Amendment No. 1 to the DIP Credit Agreement
(the “DIP Credit Agreement Amendment”). The DIP Credit Agreement Amendment amends the DIP Credit Agreement to, among
other things, (i) remove certain conditions to borrowing the $100,000,000 of new money term loans available to be drawn on December
13, 2025 (the “Third Draw New Money Term Loans”); (ii) require that the DIP Borrower and the guarantors maintain
$50,000,000 of the proceeds from the Third Draw New Money Term Loans in certain encumbered accounts at all times prior to the date
on which the DIP Borrower (x) delivers to the DIP Lenders at least one indication of interest with respect to a strategic
transaction that is acceptable to the Required DIP Lenders in their sole discretion, (y) agrees upon the principal terms of an
Acceptable Plan of Reorganization (as defined in the DIP Credit Agreement) or (z) delivers to the DIP Lenders at least one
indication of interest with respect to exit financing that is acceptable to the Required DIP Lenders in their sole discretion; and
(iii) require the DIP Borrower to deliver to the Agent daily reports showing cash and cash equivalents of the Debtors; (iv) require
the DIP Borrower to deliver to the Agent weekly accounts receivable reports; and (y) reflects and incorporates modifications to be
made to the Final DIP Order, including as described below. As of the date hereof, the DIP Borrower has delivered to the Agent a
notice to borrow the full $100,000,000 principal amount of the Third Draw New Money Term Loans.
Attached to the DIP Credit Agreement Amendment as Exhibit B was a copy of an amendment to the Final DIP Order (the “Final DIP Order
Amendment”) reflecting modifications and clarifications to the Final DIP Order as agreed between the Debtors and the Required DIP
Lenders. The Final DIP Order will be amended to, among other things, (i) clarify the categories of claims that constitute “Administrative
Claim Carve Out Claims” (as defined in the Final DIP Order); (ii) provide for a cap for certain Administrative Claim Carve Out Claims
of $80,000,000; and (iii) incorporate funding mechanics with respect to certain Administrative Claim Carve Out Claims upon receipt of
a Carve Out Trigger Notice (as defined in the Final DIP Order). The Debtors filed a copy of the Final DIP Order Amendment with the Bankruptcy
Court on December 16, 2025. The Final DIP Order Amendment remains subject to approval by the Bankruptcy Court.
The foregoing descriptions of the DIP Credit Agreement Amendment and Final DIP Order Amendment do not purport to be complete and are qualified
in their entirety by reference to the full text of the DIP Credit Agreement Amendment and Final DIP Order Amendment, which are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the DIP Credit Agreement
Amendment included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Press Release
On December 15, 2025, Spirit issued a press release
announcing the DIP Credit Agreement Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
The information contained in this Item 7.01, including
in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (“the Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date
hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference
in such a filing. The filing of this Current Report on Form 8-K (including any exhibit hereto or any information included herein or therein)
shall not be deemed an admission to the materiality of any information in this Item 7.01 that is required to be disclosed solely by reason
of Regulation FD.
Cautionary Statement Regarding Forward-Looking
Information
This Current Report on Form 8-K (this “Current
Report”) contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s
beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts
are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements
by terms such as “may,” “will,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,”
“potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include,
but are not limited to, statements regarding the Company’s expectations with respect to operating in the normal course, statements
regarding the Company's proposed transformation plan, the Chapter 11 process. Forward-looking statements are subject to risks, uncertainties
and other important factors that could cause actual results and the timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. Factors include, among others, risks attendant to the bankruptcy process, including
the Company’s ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout
the course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s
restructuring process, on the Company’s liquidity (including the availability of operating capital during the pendency of Chapter
11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company
will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; objections
to the Company’s restructuring process or other pleadings filed that could protract Chapter 11; risks associated with Company proposed
transformation plan; risks associated with third-party motions in Chapter 11; Court rulings in the Chapter 11 and the outcome of Chapter
11 in general; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions
and uncertainties; risks associated with the trading of Company common stock in over-the-counter markets, the impact of litigation and
regulatory proceedings; and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports
on Form 10-Q filed with the SEC and other factors, as described in the Company’s filings with the Securities and Exchange Commission,
including the detailed factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, as supplemented in the Company’s Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, 2025, June 30, 2025 and September 30, 2025. Furthermore, such forward-looking statements speak only as of the date of
this Current Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events
or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently
deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition,
or future results.
Cautionary Note Regarding the Chapter 11 Case
The Company cautions that trading in the Common
Stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Common Stock
may bear little or no relationship to the actual recovery, if any, by holders of the Common Stock in the Chapter 11 Case. The Company
expects that holders of the Common Stock could experience a significant or complete loss on their investment, depending on the outcome
of the Chapter 11 Case.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit
Number |
Description |
| 10.1 |
Amendment No. 1 to Superpriority Secured Debtor-in-Possession Term Loan Credit Agreement, dated December 15, 2025, among Spirit Airlines, LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto. |
| |
|
| 99.1 |
Press Release, dated as of December 15, 2025, issued by Spirit Aviation Holdings, Inc. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 16, 2025
| SPIRIT AVIATION HOLDINGS, INC. |
| |
| |
| By: |
/s/ Thomas Canfield |
| |
Name: |
Thomas Canfield |
| |
Title: |
Executive Vice President and General Counsel |
