[SCHEDULE 13D] Spirit Aviation Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Esopus Creek Value Series Fund LP - Series A and related parties disclosed ownership of 1,300,000 shares of Spirit Aviation Holdings, Inc. common stock, representing approximately 5.0% of the 25,882,259 shares outstanding. The shares were acquired with approximately $690,406 of the fund's capital, including commissions, with two recent purchases: 500,000 shares on September 3, 2025 at $0.5379 per share and 800,000 shares on September 10, 2025 at $0.5012 per share. The filing states the Reporting Persons view the issuer as undervalued but express material concern that the company has filed for bankruptcy protection twice in rapid succession and that management has undermined shareholder value. The Reporting Persons seek appointment of an examiner in the bankruptcy process and reserve the right to engage with the company, buy or sell additional shares, or pursue other actions to protect their investment.

Positive

• Established 5.0% ownership (1,300,000 shares) clearly disclosed
• Transparent cost basis provided: approximately $690,406 aggregate, with per-trade prices of $0.5379 and $0.5012
• Expressed constructive governance action by requesting an examiner to increase transparency during bankruptcy

Negative

• Issuer has filed for bankruptcy protection twice, raising significant risk that equity value may be eroded or extinguished
• Reporting Persons hold a non-controlling 5% stake, which limits unilateral ability to effect immediate board-level change
• Potential dilution or liquidation risk inherent in ongoing bankruptcy proceedings as described by the filers

Insights

Financial Analyst

TL;DR: A 5% stake was acquired via two OTC purchases; investors signal activism due to serial bankruptcies and seek an examiner.

Esopus Creek Fund's 1.3 million-share position (approx. 5%) is a non-controlling but meaningful stake for a single investor in a small-cap issuer. The purchase prices ($0.5379 and $0.5012) and the disclosed $690,406 aggregate cost provide clear cost basis information. The filing frames the investment as opportunistic on perceived undervaluation while also explicitly positioning the Reporting Persons to push for governance oversight in bankruptcy through an examiner request. This combination of stake disclosure and stated intent increases the probability of engagement activity that could affect restructuring outcomes and potential recovery value for equity holders.

Corporate Governance Expert

TL;DR: The filers are pushing for transparency in bankruptcy, asking the U.S. Trustee for an examiner to investigate management and insiders.

The Schedule 13D clearly articulates governance concerns tied to the issuer's two recent bankruptcy filings and explicitly requests the appointment of an examiner under 11 U.S.C. §1104. That request signals the Reporting Persons intend to escalate governance oversight and public disclosure of investigatory findings. While the 5% stake does not confer control, the public push for an examiner and stated willingness to engage with the board and other stakeholders could influence creditor and court perceptions during restructuring proceedings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Spirit Aviation Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

84863V101

(CUSIP Number)

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)

09/10/2025

(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 No. 84863V101

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 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

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

13

Percent of class represented by amount in Row (11)

5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 84863V101

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 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

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

13

Percent of class represented by amount in Row (11)

5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 84863V101

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, OO

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 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

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

13

Percent of class represented by amount in Row (11)

5 %

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 Statement on Schedule 13D ("Schedule 13D") 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.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by (i) Esopus Creek Value Series Fund LP - Series A, a Delaware limited partnership ("Esopus Creek Fund"), (ii) Esopus Creek Advisors LLC, a Delaware limited liability company ("Esopus Creek Advisors") and (iii) Andrew L. Sole, a natural person, ("Mr. Sole" and, together with Esopus Creek Fund and Esopus Creek Advisors, the "Reporting Persons").
(b)	The principal business address for each of the Reporting Persons is 81 Newtown Lane #307, East Hampton, NY 11937.
(c)	Esopus Creek Fund hold the Shares of Common Stock of the Issuer that are the subject of this statement. The principal business of each of Esopus Creek Fund, is to invest in securities. The principal business of Esopus Creek Advisors is serving as general partner of Esopus Creek Fund. Mr. Sole's principal occupation is investing, and directing the investment of assets, including by serving as the principal of Esopus Creek Advisors. As a result of the foregoing relationships, Esopus Creek Advisors and Mr. Sole may be deemed to beneficially own the Shares held by Esopus Creek Fund.
(d)	During the last five years, none of the Reporting Persons have: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See Item 2(d) above.
(f)	Esopus Creek Advisors is a Delaware limited liability company. Esopus Creek Fund is a Delaware limited partnership. Mr. Sole is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	All of the Shares to which this Statement relates were purchased by Esopus Creek Fund using its investment capital of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities held by Esopus Creek was approximately $690,406, including commissions.
Item 4.	Purpose of Transaction
	The Reporting have Persons acquired the securities disclosed herein based on the Reporting Persons' belief that the securities are undervalued and represent an attractive investment opportunity. The Issuer has now filed for bankruptcy protection twice in rapid succession which creates a serious lack of confidence in current management. Since the Issuer is now a serial bankruptcy petition filer, the Reporting Persons are concerned that the value of the equity will be eroded or extinguished through mismanagement. The Reporting Persons believe that to preserve shareholder value the Issuer should now be merged with another carrier or sold. The Reporting Persons have requested the U.S. Trustee's Office move to seek the appointment of an examiner ("Examiner") pursuant to 11 U.S.C. Section 1104 to investigate management's failures, all insider conduct, and to determine whether there were any potential improprieties by the Issuer. The Reporting Persons believe that neither the Issuer, as debtor-in- possession, nor any official unsecured creditors committee would be well-suited to investigate the Issuer and its insiders. The Reporting Persons note that an Examiner would be required to publicly report its findings, which would provide much-needed transparency, while the Issuer and any such committee would not be required to do so. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor from time to time (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the securities of the Issuer without affecting its beneficial ownership. Except as otherwise disclosed in this Item 4 or the Presentation, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a periodic basis and may from time to time engage in discussions with management and the Board and other shareholders and potential shareholders of the Issuer concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of its securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer becoming involved in bankruptcy proceedings, or changing its intention with respect to any and all matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 25,882,259 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 August 11, 2025. As of the date hereof, Esopus Creek Fund beneficially owned 1,300,000 Shares, constituting approximately 5.0% of the Shares outstanding. By virtue of its relationship with Esopus Creek Advisors discussed in further detail in Item 2. By virtue of his relationships with each of Esopus Creek Fund and 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. Advisors Esopus Creek Fund, Esopus Creek 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 1,300,000 Shares, constituting approximately 5.0% of the outstanding Shares.
(b)	See Itemn 5(a) above.
(c)	The Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days, except as follows:. (i) On September 3 ,2025, Esopus Creek Fund purchased over-the-counter 500,000 Shares at purchase price of $0.5379 per Share, excluding commissions. (ii) On September 10, 2025, Esopus Creek Fund purchased over-the-counter 800,000 Shares at a purchase price of $0.5012 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)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described above, the only agreement that the Reporting Persons have entered into is a joint filing agreement, dated as September 12, 2025, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement to Schedule 13D by and among Esopus Creek Value Series Fund LP - Series A, Esopus Creek Advisors, LLC, and, Andrew L. Sole dated as of September 10, 2025.

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 of Esopus Creek Advisors, LLC, the general partner of Esopus Creek Value Series Fund LP - Series A
Date:	09/12/2025

Esopus Creek Advisors LLC

Signature:	/s/ Andrew L. Sole
Name/Title:	Andrew L. Sole, as Managing Member
Date:	09/12/2025

Sole Andrew L.

Signature:	/s/ Andrew L. Sole
Name/Title:	Andrew L. Sole, a natural person
Date:	09/12/2025

FAQ

What stake in Spirit Aviation Holdings, Inc. (FLYY) did Esopus Creek disclose?

Esopus Creek disclosed beneficial ownership of 1,300,000 shares, or approximately 5.0% of outstanding common stock.

How much did Esopus Creek pay for its shares in FLYY?

The aggregate funds used were approximately $690,406 including commissions; purchases included 500,000 shares at $0.5379 and 800,000 shares at $0.5012.

What governance actions did the reporting persons request regarding FLYY?

They requested the U.S. Trustee's Office seek appointment of an examiner to investigate management, insider conduct, and potential improprieties.

Did the filing indicate future trading intentions by Esopus Creek for FLYY?

Yes. The Reporting Persons stated they may increase or decrease their position, engage with management and the board, buy or sell shares, or pursue transactions to hedge or change economic exposure.

Were there recent transactions in the past 60 days for FLYY disclosed?

Yes. On September 3, 2025, 500,000 shares were purchased OTC at $0.5379; on September 10, 2025, 800,000 shares were purchased OTC at $0.5012.