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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):
November
19, 2025
____________________________
Spirit
Aviation Holdings, Inc.
(Exact name of registrant as specified in its charter)
____________________________
| Delaware |
001-35186 |
33-3711797 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| |
|
|
| 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:
|
Class |
|
Trading
symbol(s) |
|
Name
of each exchange
on which registered |
|
Common Stock, $0.0001 par value
|
|
FLYY1 |
|
NYSE American |
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. ☐
1 On September 11, 2025, NYSE American filed a Form 25 for Spirit Aviation
Holdings, Inc., a Delaware corporation (the “Company”) in connection with the delisting of the common stock, par value $0.0001,
of the Company (the “Common Stock”) from NYSE American. The delisting became effective ten days after the Form 25 was filed.
The deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days,
or such shorter period as the SEC may determine, after the filing of the Form 25. The Common Stock began trading on the OTC Pink Limited
Market on September 3, 2025 under the symbol “FLYYQ”.
Item 7.01 Regulation FD Disclosure.
Monthly Operating Report
As previously disclosed, on August 29, 2025, Spirit
Aviation Holdings, Inc. (“the Company”) and its subsidiaries (such subsidiaries, each a “Debtor,” collectively)
filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter
11 cases (the “Chapter 11 Cases”) are being jointly administered for procedural purposes only under case number 25-11897 (SHL).
On November 18, 2025, the Company filed its monthly
operating report for the months ended August 31, 2025 and September 30, 2025 (the “Monthly Operating Report”) with the Bankruptcy
Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including
the exhibits hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required
to be disclosed solely by reason of Regulation FD.
Additional information about the Chapter 11 Cases,
and copies of all documents publicly filed in the Chapter 11 Cases (including the Monthly Operating Report), can be accessed free of
charge at https://dm.epiq11.com/SpiritAirlines.
The information included in this Current Report
on Form 8-K under Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant
specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference
into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Cautionary Statement Regarding Financial and
Operating Data
The Company cautions investors and potential investors
not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the Debtors’ securities. In particular, the Debtors’ proposed
Plan contemplates that holders of the Company’s equity securities will receive no recovery of value from their investment. The Monthly
Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the
reporting requirements applicable in the Chapter 11 Cases. The Monthly Operating Report was not audited or reviewed by independent accountants,
is in a format prescribed by applicable bankruptcy laws and regulations, and is subject to future adjustment and reconciliation. Therefore,
the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present
such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential
investor in the Debtors’ securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information
for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act,
and such information might not be indicative of the Company’s financial condition or operating results for the period that would
be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly
Operating Report should not be viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking
Statements
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, the Consent Solicitation,
the Proposed Amendments and the Chapter 11 Cases. 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; employee attrition and the
Company's ability to retain senior management and other key personnel due to the distractions and uncertainties; 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 June 30, 2025 and September 30, 2025. Furthermore, such forward-looking statements
speak only as of the date of this release. 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. Additional information concerning certain factors is contained in the Company's Securities and
Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
|
Description |
| 99.1 |
|
Monthly Operating Report of Spirit Aviation Holdings, Inc. for the months ended August 31, 2025, and September 30, 2025, filed with the United States Bankruptcy Court for the Southern District of New York.
|
| |
|
|
| 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: November 19, 2025 |
SPIRIT AVIATION HOLDINGS, INC. |
| |
|
| |
By: /s/ Thomas Canfield |
| |
Name: Thomas Canfield |
| |
Title: Senior Vice President and General Counsel |
