Spirit Aviation Holdings, Inc. filings document the corporate status, capital structure, and restructuring disclosures of the parent company of Spirit Airlines, LLC. The company's 8-K filings describe Chapter 11 proceedings, monthly operating reports filed with the bankruptcy court, Regulation FD disclosures, and material-event updates tied to the airline's restructuring process.
The filing record also covers material agreements, registration-rights waivers, common stock and warrant matters, Form S-1 registration changes, NYSE American delisting, OTC Pink Limited trading under FLYYQ, suspension of reporting obligations, and disclosures related to the orderly wind-down of operations.
Spirit Aviation Holdings, Inc. is beginning an orderly wind-down of operations and has cancelled all Spirit Airlines flights effective immediately. The company has been operating under Chapter 11 in the Southern District of New York and now plans to stop filing periodic reports with the SEC except where legally required.
The company states it expects holders of its common stock to experience a complete loss on their investment, underscoring the severity of its financial distress. Management cites a recent material increase in oil prices, other business pressures and the inability to obtain additional funding, noting that sustaining the business would have required hundreds of millions of extra dollars of liquidity.
Spirit will automatically refund customers who bought tickets directly with a credit or debit card, while refunds for tickets bought through travel agents must be handled via those agents. Treatment of vouchers, credits and points will be determined later through the bankruptcy process, with more information available at Spirit’s restructuring website.
Spirit Aviation Holdings, Inc. files Amendment No. 1 to its annual report for the year ended December 31, 2025 to add the Part III sections on directors, executive compensation, governance and ownership because a proxy statement will not be filed within 120 days.
The filing explains Spirit’s 2024 and 2025 Chapter 11 proceedings and its reorganization, under which Spirit Aviation became the new parent and Spirit Airlines LLC a wholly owned subsidiary. The company notes it was delisted from NYSE American in September 2025 and reports a non‑affiliate equity market value of about $129 million and 28,365,259 common shares outstanding as of April 28, 2026.
Detailed biographies and committee roles are provided for the board and senior management, along with descriptions of the Audit and Risk Management, Compensation, Nominating and Corporate Governance, and Strategy and Finance Committees. The amendment outlines a pay‑for‑performance philosophy, a 2025 short‑term incentive plan tied to cost and on‑time metrics, significant 2025 equity and cash awards, one‑time retention bonuses for named executive officers, a new 2025 Incentive Award Plan covering up to 4,032,258 shares, robust clawback policies, and updated executive severance protections.
Spirit Aviation Holdings, Inc. reported a Schedule 13G/A amendment showing M&G Plc on behalf of certain subsidiaries holds 1,642,868 shares of Common Stock, representing 5.80% of the class (header shows 03/31/2026). The filing states the shares are held for investment vehicles managed by Reporting Persons and that each Reporting Person disclaims beneficial ownership except to the extent of its interest.
Spirit Aviation Holdings, Inc. reports that Vladimir Galkin, Angelica Galkin and the Angelica Galkin Revocable Trust together hold 1,420,000 shares of common stock, representing 5.0% of the outstanding common stock. The filing states these shares are held in the Revocable Trust and that the trust and the individuals share voting and dispositive power.
The filing cites 28,320,815 shares outstanding as of March 4, 2026 as the basis for the percentage and includes a Joint Filing Agreement among the reporting persons.
Spirit Aviation Holdings, Inc. furnished Chapter 11 monthly operating reports for December 2025 and January 2026, providing unaudited financial data from its bankruptcy proceedings in the Southern District of New York.
For December 2025, Spirit reported total operating revenues of $296,449,761, operating income of $8,504,219 and a net loss of $2,068,070,493, driven largely by reorganization items of $2,056,758,430. Total assets were $5,986,082,951 and total liabilities $8,080,717,804, resulting in negative equity of $2,094,634,853.
For January 2026, operating revenues were $250,341,440, with an operating loss of $42,055,390 and a net loss of $125,187,011. As of January 31, 2026, Spirit reported total assets of $5,892,065,588, total liabilities of $8,108,155,090 and negative equity of $2,216,089,502. Significant liabilities are classified as “liability subject to compromise,” reflecting claims being addressed in the Chapter 11 process.
Spirit Aviation Holdings’ 10-K shows a deeply distressed airline restructuring through Chapter 11. The company emerged from a 2024 bankruptcy with fresh start accounting in March 2025, then filed again under Chapter 11 in August 2025 and is currently operating as a debtor-in-possession.
Its NYSE American listing was revoked in 2025, and the stock now trades on the OTC Pink Limited Market under “FLYYQ.” The filing states that any trading in the common stock is highly speculative and that no recovery is expected for existing shareholders in the Chapter 11 cases, meaning current equity is expected to be wiped out.
Spirit has radically restructured its business: exiting over 200 underperforming routes, shrinking and reshaping its Airbus fleet, cutting headcount from 11,331 to 7,482 active employees, and negotiating concessionary agreements with pilot and flight attendant unions. A Transformation Plan pivots the model from ultra‑low cost to a value carrier with new premium offerings and enhanced loyalty benefits.
The company also secured a Restructuring Support Agreement with key lenders in March 2026, involving use of encumbered cash to prepay DIP loans, planned new exit financing, and issuance of new equity largely to DIP lenders and, to a much smaller extent, prepetition secured noteholders, leaving existing shareholders out of the capital structure.
Spirit Aviation Holdings, Inc. outlines a Chapter 11 restructuring anchored by a Restructuring Support Agreement with holders of 74.6% of New Money DIP loans, 71.8% of Roll-Up DIP loans and 60.0% of certain prepetition secured notes. The deal is expected to be implemented through a court-approved plan of reorganization and includes milestones that, if missed, allow key lenders to terminate their support.
Spirit also entered a detailed engine restructuring term sheet with International Aero Engines, providing up to $140,000,000 in maintenance credits and settling invoices with roughly $13 million of cash, while significantly reducing fleet obligations and cancelling 52 aircraft plus 36 transfers. Management’s “EmergeCo” plan shrinks the fleet to 76 aircraft by mid‑August 2026, targets 2026 adjusted EBITDAR of $456 million and 2027 adjusted EBITDAR of $598 million, and projects moving from a 2026 net loss of $111 million to 2027 net income of $55 million. The company explicitly warns that common shareholders may face a significant or complete loss of their investment depending on Chapter 11 outcomes.
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.