Form 8-K

8-K — Spirit Aviation Holdings, Inc.

Accession: 0000950103-26-006723

Filed: 2026-05-04

Period: 2026-05-02

CIK: 0001498710

SIC: 4512 (AIR TRANSPORTATION, SCHEDULED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp246246_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp246246_ex9901.htm)

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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).

Item 8.01. Other Events

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp246246_ex9901.htm · Sequence: 2

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.

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