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): ~~December~~March 225, ~~2025~~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. ☐

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement

~~Monthly~~Registration ~~Operating~~Rights ~~Report~~Agreement Consent and Waiver

AsOn ~~previously~~March ~~disclosed~~5, ~~on August 29~~2026, ~~2025,~~ Spirit Aviation Holdings, Inc. (“the “Company”) and ~~its~~certain ~~subsidiaries~~beneficial ~~(such~~and ~~subsidiaries,~~record ~~each~~holders a(the “~~Debtor,~~Holders” ~~collectively~~) ~~filed~~ ~~voluntary~~of ~~petitions~~the ~~for~~shares ~~relief under chapter 11~~ of ~~title~~common 11stock of the ~~United~~Company ~~States Code~~ (the “~~Bankruptcy~~Common ~~Code~~Stock”) inand the ~~United~~ ~~States~~warrants ~~Bankruptcy~~of ~~Court~~the ~~for~~Company ~~the~~entered ~~Southern~~into ~~District~~a ofconsent ~~New~~and ~~York~~waiver (the “~~Bankruptcy~~Consent ~~Court~~and Waiver”). ~~The~~to ~~Debtors’~~that ~~chapter 11~~certain ~~cases~~Registration ~~(the~~Rights ~~“Chapter~~Agreement, 11dated ~~Cases”)~~as ~~are~~of ~~being~~March ~~jointly~~12, ~~administered~~2025 ~~for~~(the ~~procedural~~“Registration ~~purposes~~Rights ~~only under case number 25-11897 (SHL~~Agreement”).

OnPursuant ~~December~~to 22the Consent and Waiver, ~~2025~~the Holders, which hold a majority of the Registrable Securities (as defined in the Registration Rights Agreement), agreed to waive any rights under Sections 2.1, 2.2 and 2.3 of the Registration Rights Agreement and consented to the Company ~~filed~~filing ~~its~~a ~~monthly~~post-effective amendment to the registration ~~operating~~statement ~~report~~on ~~for~~Form S-1 (File No.333-288706) to terminate the ~~month~~registration ~~ended~~of all shares of Common Stock registered under the Securities Act of 1933, as amended, pursuant to such registration statement.

~~November~~The ~~30,~~foregoing ~~2025~~description (of the ~~“Monthly~~Consent ~~Operating~~and Waiver ~~Report”)~~does ~~with~~not ~~the~~purport ~~Bankruptcy~~to ~~Court.~~be ~~The~~complete ~~Monthly~~and ~~Operating Report~~ is ~~attached~~subject ~~hereto~~to, ~~as Exhibit 99.1~~ and is ~~incorporated~~qualified ~~herein~~in ~~by reference.~~its ~~This~~entirety ~~current~~by, ~~report (including~~ the ~~exhibits~~full ~~hereto~~text orof ~~any~~the ~~information~~Consent ~~included~~and ~~therein)~~Waiver, ~~shall~~which is ~~not~~filed beas ~~deemed~~Exhibit an10.1 ~~admission as~~ to ~~the~~this ~~materiality~~Current ofReport ~~any~~on ~~information~~Form ~~required~~8-K toand beis ~~disclosed~~incorporated ~~solely~~herein by ~~reason of Regulation FD~~reference.

~~Additional~~Cautionary ~~information~~Note ~~about~~Regarding the Chapter 11 Cases~~, and copies of all documents publicly filed in the Chapter 11 Cases (including the Monthly Operating Report), can be accessed free of charge at https://dm.epiq11.com/SpiritAirlines.~~

The ~~information~~Company ~~included~~cautions that trading in ~~this~~the ~~Current~~Common ~~Report~~Stock during the onpendency ~~Form~~of ~~8-K~~the ~~under~~Chapter ~~Item~~11 ~~7.01~~bankruptcy iscases ~~being~~filed ~~furnished~~by the Company and ~~shall~~certain ~~not~~of beits ~~deemed~~affiliates ~~“filed”~~on ~~for~~August ~~purposes~~29, of2025 (the ~~Section~~“Chapter 1811 ofCases”) ~~the~~is ~~Securities Exchange~~highly ~~Act~~speculative ofand ~~1934,~~poses assubstantial ~~amended~~risks. (Trading prices for the ~~“Exchange~~Common ~~Act”),~~Stock may bear little or ~~otherwise~~no ~~subject~~relationship to ~~liabilities~~the ofactual ~~that~~recovery, ~~Section~~if any, ~~unless~~by holders of the ~~registrant specifically~~Common ~~states~~Stock ~~that~~in the ~~information~~Chapter is11 toCases. beThe ~~considered~~Company ~~“filed”~~expects that ~~under~~holders of the ~~Exchange~~Common ~~Act~~Stock orcould ~~incorporates~~experience ita bysignificant ~~reference into~~or acomplete ~~filing~~loss ~~under~~on ~~the~~their ~~Exchange~~investment, ~~Act~~depending oron the ~~Securities~~outcome ~~Act~~ of the ~~1933,~~Chapter as11 ~~amended~~Cases.

~~Cautionary~~Item ~~Statement~~9.01. ~~Regarding~~ Financial Statements and ~~Operating~~ ~~Data~~ Exhibits.

~~The~~(d) Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Debtors’ securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the reporting requirements applicable in the Chapter 11 Cases. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations, and is subject to future adjustment and reconciliation. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Debtors’ securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.Exhibits

Cautionary Statement Regarding Forward-Looking Statements

Exhibit No.	Description
10.1	Consent and Waiver to Registration Rights Agreement, dated March 5, 2026, by and among the Company and the Holders
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (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, the Consent Solicitation, the Proposed Amendments and the Chapter 11 Cases. Forward-looking statements are subject to risks, uncertainties and other important factors thatSIGNATURES

~~could~~Pursuant ~~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~~requirements ~~process, including the Company's ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course~~ of ~~Chapter 11;~~ the ~~effects~~Securities ofExchange ~~Chapter~~Act ~~11, including increased legal and other professional costs necessary to execute the Company's restructuring process, on the Company's liquidity (including the availability~~ of ~~operating~~ capital during the pendency of Chapter 11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; employee attrition and the Company's ability to retain senior management and other key personnel due to the distractions and uncertainties; and other factors discussed in the Company's Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC and other factors1934, ~~as described in the Company's filings with the Securities and Exchange Commission,~~ ~~including~~ the ~~detailed~~registrant ~~factors~~has ~~discussed~~duly ~~under~~caused the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 2025 and September 30, 2025. Furthermore, such forward-looking statements speak only as of the date of this ~~release.~~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,~~signed oron ~~(iii)~~its ~~that could~~behalf ~~apply~~by ~~to any company, could also materially adversely affect our business, financial condition, or future results. Additional information concerning certain factors is contained in~~ the ~~Company's~~undersigned ~~Securities~~hereunto ~~and~~duly ~~Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K~~authorized.

Item 9.01. Financial Statements and Exhibits.

		SPIRIT AVIATION HOLDINGS, INC.


Date:	March 5, 2026	By:	/s/ Thomas Canfield
			Name:	Thomas Canfield
			Title:	Executive Vice President and General Counsel

(d) Exhibits

Exhibit No.	Description
99.1	Monthly Operating Report of Spirit Aviation Holdings, Inc. for the month ended November 30, 2025, filed with the United States Bankruptcy Court for the Southern District of New York.
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: December 22, 2025 SPIRIT AVIATION HOLDINGS, INC.

By: /s/ Thomas Canfield Name: Thomas Canfield Title: Senior Vice President and General Counsel

Filing Compare · Spirit Aviation Holdings, Inc.