Esopus trims Spirit Aviation (FLYY) ownership to 2.61% of shares

Rhea-AI Filing Summary

Esopus Creek Value Series Fund and affiliates have reduced their stake in Spirit Aviation Holdings, Inc. to a small minority position. They now beneficially own 704,636 shares of common stock, representing about 2.61% of the 27,044,569 shares outstanding cited in the company’s November 2025 quarterly report.

The group reports shared voting and dispositive power over these shares through Esopus Creek Advisors LLC and Andrew L. Sole. Recent activity includes over-the-counter sales of 24,500 shares on February 24, 2025 at $0.4289 per share, 86,264 shares on February 25, 2025 at $0.5108 per share, and 500,000 shares on March 6, 2026 at $0.3237 per share, all excluding commissions. As a result of these transactions, the reporting persons state they ceased to beneficially own at least 5% of Spirit Aviation’s common stock.

Insights

Equity ownership & governance analyst

Esopus has sold down Spirit Aviation to a sub‑5% minority stake.

The filing shows Esopus Creek Value Series Fund, its advisor and Andrew L. Sole now hold 704,636 Spirit Aviation shares, or about 2.61% of the 27,044,569 shares outstanding referenced from a November 2025 Form 10‑Q.

They executed several over‑the‑counter sales, including 500,000 shares at $0.3237 per share on March 6, 2026, reducing their ownership below the 5% reporting threshold. This shifts the group from a sizable to a smaller, less influential shareholder, and may modestly reduce expectations of activist involvement.

The disclosure also confirms there are no other persons with rights to dividends or sale proceeds from these shares. Future ownership changes by this group would be seen in subsequent beneficial ownership reports if they again cross key thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Spirit Aviation Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Martin Sklar
Kleinberg, Kaplan, Wolff & Cohen P.C., 500 Fifth Avenue
New York, NY, 10110
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Esopus Creek Value Series Fund LP - Series A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 704,636.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 704,636.00

11

Aggregate amount beneficially owned by each reporting person

704,636.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.61 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Esopus Creek Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 704,636.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 704,636.00

11

Aggregate amount beneficially owned by each reporting person

704,636.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.61 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Sole Andrew L.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 704,636.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 704,636.00

11

Aggregate amount beneficially owned by each reporting person

704,636.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.61 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Spirit Aviation Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1731 RADIANT DRIVE, DANIA BEACH, FLORIDA , 33004.
Item 1 Comment: This Amendment No. 4 (this "Amendment No.4") amends the Schedule 13D filed on September 12, 2025 (the ("Original Schedule 13D") as amended by Amendment No. 1 ("Amendment No.1") on October 14, 2025, Amendment No. 2 ("Amendment No. 2") on October 17, 2025, and Amendment No.3 ("Amendment No.3") on December 3, 2025 (collectively, the "Schedule 13D"), which relates to the shares of common stock, par value $0.0001 per share (the "Common Stock" or "Shares") of Spirit Aviation Holdings, Inc., Inc., a Delaware corporation (the "Company" or the "Issuer"), whose principal executive offices are located at 1731 Radiant Drive, Dania Beach, Florida 33004. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 27,044,569 Shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of the date hereof, Esopus Creek Fund beneficially owned 704,636 Shares, constituting approximately 2.61% of the Shares outstanding. By virtue of its relationship with Esopus Creek Advisors discussed in further detail in Item 2, Mr. Sole may be deemed to beneficially own the Shares owned directly by Esopus Creek Fund. Esopus Creek Advisors, Esopus Creek Fund and Mr. Sole have shared voting and dispositive power over the Shares of Common Stock directly held by Esopus Creek Fund. As of the date hereof, the Reporting Persons beneficially own an aggregate of 704,636 Shares, constituting approximately 2.61% of the outstanding Shares.
(b)	See Item 5(a).
(c)	The Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days, except as follows: (i) On February 24, 2025, Esopus Creek Fund sold over-the-counter 24,500 Shares at sale price of $0.4289 per Share, excluding commissions. (ii) On February 25, 2025, Esopus Creek Fund sold over-the-counter 86,264 Shares at a sale price of $0.5108 per Share, excluding commissions. (iii) On March 6, 2026, Esopus Creek Fund sold over-the-counter 500,000 Shares at a sale price of $0.3237 per Share, excluding commissions.
(d)	No Person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that may be beneficially owned by the Reporting Persons.
(e)	The Reporting Persons ceased to beneficially own at least 5% of the Issuer's Common Stock on February 24, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Esopus Creek Value Series Fund LP - Series A

Signature:	/s/ Andrew L. Sole
Name/Title:	Andrew L. Sole, as Managing Member
Date:	03/06/2026

Esopus Creek Advisors LLC

Signature:	/s/ Andrew L. Sole
Name/Title:	Andrew L. Sole, as Managing Member
Date:	03/06/2026

Sole Andrew L.

Signature:	/s/ Andrew L. Sole
Name/Title:	Andrew L. Sole, a natural person
Date:	03/06/2026

FAQ

How much of Spirit Aviation Holdings (FLYY) does Esopus currently own?

Esopus Creek Value Series Fund and related reporting persons currently beneficially own 704,636 shares of Spirit Aviation common stock, representing about 2.61% of the 27,044,569 shares outstanding cited in the company’s November 2025 Form 10-Q filing.

When did Esopus fall below 5% ownership in Spirit Aviation (FLYY)?

The reporting persons state they ceased to beneficially own at least 5% of Spirit Aviation’s common stock on February 24, 2026. After subsequent transactions, they report holding 704,636 shares, or approximately 2.61% of the company’s outstanding common stock.

What recent share sales did Esopus report for Spirit Aviation (FLYY)?

Esopus reported three over-the-counter sales: 24,500 shares on February 24, 2025 at $0.4289, 86,264 shares on February 25, 2025 at $0.5108, and 500,000 shares on March 6, 2026 at $0.3237 per share, all prices excluding commissions.

Who are the reporting persons in this Spirit Aviation (FLYY) Schedule 13D/A?

The reporting persons are Esopus Creek Value Series Fund LP – Series A, Esopus Creek Advisors LLC, and Andrew L. Sole. They report shared voting and dispositive power over 704,636 shares of Spirit Aviation common stock held by Esopus Creek Fund.

What percentage of Spirit Aviation (FLYY) shares is used to calculate Esopus’s stake?

The reported 2.61% ownership is based on 27,044,569 Spirit Aviation common shares outstanding. This share count comes from the company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.

Does anyone else share rights to dividends or sale proceeds on Esopus’s FLYY shares?

The reporting persons state that no other person is known to them to have the right to receive, or to direct the receipt of, dividends from or the proceeds from the sale of any Spirit Aviation shares they may beneficially own.