FLYYQ 8-K
Spirit Aviation Holdings, Inc. (FLYYQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 1.01. Entry into a Material Definitive Agreement
Registration Rights Agreement Consent and Waiver
On March 5, 2026, Spirit Aviation Holdings, Inc. (the “Company”) and certain beneficial and record holders (the “Holders”) of the shares of common stock of the Company (the “Common Stock”) and the warrants of the Company entered into a consent and waiver (the “Consent and Waiver”) to that certain Registration Rights Agreement, dated as of March 12, 2025 (the “Registration Rights Agreement”).
Pursuant to the Consent and Waiver, 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 filing a post-effective amendment to the registration statement on Form S-1 (File No.333-288706) to terminate the registration of all shares of Common Stock registered under the Securities Act of 1933, as amended, pursuant to such registration statement.
The foregoing description of the Consent and Waiver does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Consent and Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Common Stock during the pendency of the Chapter 11 bankruptcy cases filed by the Company and certain of its affiliates on August 29, 2025 (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 the Common Stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
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) |
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.
| SPIRIT AVIATION HOLDINGS, INC. | ||||
| Date: | March 5, 2026 | By: | /s/ Thomas Canfield | |
| Name: | Thomas Canfield | |||
| Title: | Executive Vice President and General Counsel | |||
Exhibit 10.1
CONSENT AND WAIVER
This Consent and Waiver (this “Consent and Waiver”) is made and entered into as of March 5, 2026, by and among Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Holders”) party to that certain Registration Rights Agreement, dated as of March 12, 2025 (the “Registration Rights Agreement”) by and among the Company and certain beneficial and record holders of the Company’s shares of common stock (the “Common Stock”) and New Common Stock Equivalents. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.
RECITALS:
A. Pursuant to the terms of the Registration Rights Agreement, the Company currently maintains an effective registration statement on Form S-1 (File No. 333-288706) (as may be amended from time to time, the “Registration Statement”) for the purpose of conducting offerings of shares of Common Stock by certain Holders party to the Registration Rights Agreement.
B. Pursuant to Section 4.3 of the Registration Rights Agreement, the Registration Rights Agreement may be amended, modified or supplemented, and the departure from the provisions of the Registration Rights Agreement may be waived or consented to, upon the written consent of the Company and the Holders of a majority of the Registrable Securities; provided, that any amendment that has the effect of materially and disproportionately adversely affecting any Holder or group of Holders differently than any other Holder or group of Holders shall only be effective against such materially and disproportionately adversely affected Holder(s) with the written consent of each such Holder.
AGREEMENT:
NOW THEREFORE, in consideration of the promises and mutual covenants and obligations hereinafter set forth, the Company and the undersigned Holders, representing the Holders of a majority of the Registrable Securities, hereby agree as follows:
1. Consent and Waiver. The undersigned Holders hereby agree to waive any rights under Sections 2.1, 2.2 and 2.3 of the Registration Rights Agreement and consent to the Company filing a post-effective amendment to the Registration Statement to terminate the registration of all shares of Common Stock registered under the Securities Act pursuant to the Registration Statement. Such waiver and consent shall be in full force and effect regardless of any amendment or other waiver to the Registration Rights Agreement, unless this Consent and Waiver is expressly terminated in writing by the Company and the undersigned Holders.
2. Amendment to Section 3.1. Section 3.1 of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
SECTION 3.1 Rule 144. (a) Prior to March 12, 2026, so long as Registrable Securities remain outstanding, the Company will, upon the request of any Holder of Registrable Securities, make publicly available such information (including the information specified in Rule 144(c)(2) under the Securities Act) as is necessary to permit sales pursuant to Rule 144 and take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company to file any reports under, or become subject to the reporting requirements of, Section 13 or 15(d) of the Exchange Act.
(b) The Company hereby covenants and agrees that, (i) prior to March 12, 2026, the Company shall, upon the request of any Holder of Registrable Securities and subject to the delivery by such Holder and the Company of customary certificates and/or representation letters as may be reasonably requested to remove any restrictive legend, instruct the transfer agent for the Common Stock to remove any restrictive legend on any Common Stock upon a sale by such Holder pursuant to Rule 144, and (ii) on March 12, 2026, without any further action by any Holder, the Company shall instruct the transfer agent for the Common Stock to remove any restrictive legend on all outstanding Common Stock that are eligible for sale by the applicable Holder without registration and without time restrictions, volume restrictions, manner-of-sale restrictions or a current public information or notice requirement under Rule 144, including, in each case, providing any opinion of counsel (subject to the delivery by the Holders and the Company of customary certificates and/or representation letters as may be reasonably requested to remove such restrictive legends), officer’s certificate, or other similar document required by the transfer agent in connection with such removal of restrictive legends. The Company shall bear all costs and expenses associated with the removal of such restrictive legends.
3. Representations of the Undersigned Holders. Each undersigned Holder hereby represents that (a) it is not an Affiliate of the Company, and (b) it is the beneficial or record owner of the amount of the Registrable Securities reflected in its signature page to this Consent and Waiver.
4. Governing Law. This Consent and Waiver shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflicts of laws or principles thereof.
5. Counterparts. This Consent and Waiver may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Consent and Waiver on the date first set forth above.
SPIRIT AVIATION HOLDINGS, INC.
| |||
| By: | /s/ Thomas Canfield | ||
| Name: | Thomas Canfield | ||
Title: |
Executive Vice President and General Counsel | ||
Executed holder signature pages are on file with the Company
[Signature Page to Spirit Aviation Holdings, Inc.
Consent and Waiver (Registration Rights Agreement)]