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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):
May 2, 2026
____________________________
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: 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 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).
In light of the Company’s decision to begin the orderly wind-down
of its operations, effective immediately and as disclosed in the press release issued on May 2, 2026 (a copy of which is attached hereto
as Exhibit 99.1), and the Company’s suspension of its reporting obligations under Section 15(d) of the Securities and Exchange Act
of 1934, as amended, the Company will, effective immediately, cease to file any periodic or current reports or any other filings with
the U.S. Securities and Exchange Commission, unless required by law.
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 and Section 21E of 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 the wind-down of operations 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 and the wind-down of operations, including the Company’s ability
to execute an orderly wind-down of its operations; the Company’s ability to obtain approval from the Bankruptcy Court with respect
to motions or other requests made to the Bankruptcy Court throughout the course of the wind-down process; the costs associated with executing
the Company’s wind-down process; objections to the Company’s wind-down process or other pleadings filed that could protract
the wind-down of operations; risks associated with third-party motions in Chapter 11; court rulings in the Chapter 11 Cases and the outcome
of Chapter 11 Cases in general; risks associated with the trading of the Company’s 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, 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, 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 Cases
The Company cautions that trading in its common stock during the pendency
of the Chapter 11 Cases 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 Cases. The Company expects that holders of its common
stock will experience a complete loss on their investment.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 |
Press Release dated as of May 2, 2026, 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: May 4, 2026 |
SPIRIT AVIATION HOLDINGS, INC. |
| |
|
| |
|
| |
By: |
/s/ Thomas Canfield |
|
| |
Name: |
Thomas Canfield |
|
| |
Title: |
Executive Vice President and General Counsel |
|
Exhibit 99.1
Spirit Airlines Begins Orderly Wind-Down of Operations
All Flights Have Been Cancelled
DANIA BEACH, Fla., May 2, 2026 – Spirit Aviation Holdings,
Inc., parent company of Spirit Airlines, LLC (“Spirit” or the “Company”), today regretfully announced
that the Company has started an orderly wind-down of operations, effective immediately. All Spirit flights have been cancelled, and Spirit Guests
should not go to the airport.
The wind-down follows the Company’s extensive and comprehensive
efforts to restructure the business and pursue transactions to strengthen Spirit’s financial position and create a sustainable path
forward. Unfortunately, despite the Company’s efforts, the recent material increase in oil prices and other pressures
on the business have significantly impacted Spirit’s financial outlook. With no additional funding available to the Company,
Spirit had no choice but to begin this wind-down.
“For more than 30 years, Spirit Airlines has played a pioneering role
in making travel more accessible and bringing people together while driving affordability across the industry,” said Dave
Davis, Spirit’s President and Chief Executive Officer. “In March 2026, we reached an agreement with our bondholders on a restructuring
plan that would have allowed us to emerge as a go-forward business. However, the sudden and sustained rise in fuel prices
in recent weeks ultimately has left us with no alternative but to pursue an orderly wind-down of the Company. Sustaining the business required
hundreds of millions of additional dollars of liquidity that Spirit simply does not have and could not procure. This
is tremendously disappointing and not the outcome any of us wanted.”
“I want to thank the Administration, in particular Secretary
Howard Lutnick and the U.S. Department of Commerce, for their extraordinary efforts to try to preserve jobs and service across
the country, along with the U.S. Department of Transportation for their assistance to minimize the disruption to our
Guests in the days and weeks ahead,” Davis continued. “Many stakeholders have stepped up for Spirit through
our restructuring. We are grateful to our labor union partners, aircraft lessors, other business partners and
our financial stakeholders including Citadel, Cyrus Capital and Ares Management Corp, for working with us on tangible
solutions to restructure our business.”
“Most of all, we are grateful to our relentless Spirit
team for their tremendous effort during our restructuring,” Davis added. “They have tirelessly provided a safe, affordable
and award-winning option to the traveling public.”
Spirit will automatically process refunds for any flights
purchased through Spirit with a credit or debit card to the original form of payment. Guests who booked flights via a travel agent
should contact the travel agent directly to request a refund. Compensation for Guests who booked flights using any other methods,
including a voucher, credit or Free Spirit points, will be determined at a later date through the bankruptcy process. Guests
can visit http://spiritrestructuring.com for more information about Spirit’s
wind-down process.
