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): February 9, 2024
Spirit Airlines, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35186 | 38-1747023 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2800 Executive Way
Miramar, Florida 33025
(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:
Class | Trading | Name of each exchange | ||
Common Stock, $0.0001 par value | SAVE | New York Stock Exchange |
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 8.01 | Other Events. |
As previously reported, Spirit Airlines, Inc. (“Spirit”) entered into warrant agreements with the United States Department of the Treasury (“Treasury”) on April 20, 2020 (the “PSP1 Agreement”), January 15, 2021 (the “PSP2 Agreement”) and April 29, 2021 (the “PSP3 Agreement” and, together with the PSP1 Agreement and PSP2 Agreement, the “Warrant Agreements”). Pursuant to the Warrant Agreements, the Company has issued to Treasury warrants to purchase up to 899,560 shares of common stock (the “Warrants”). The Warrant Agreements entitle the Treasury to customary registration rights.
On February 9, 2024, the Company filed a shelf registration statement on Form S-3 (File No. 333-276992) (the “Registration Statement”), which became effective upon filing. The Registration Statement provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by the Company and selling securityholders who may be named in a prospectus supplement. On the date hereof, the Company filed a prospectus supplement providing for the resale of the Warrants by one or more selling securityholders from time to time, as well as the resale of up to 899,560 shares of common stock issuable upon exercise of such Warrants.
The opinion of Debevoise & Plimpton LLP, relating to the validity of the Warrants and the shares of common stock issuable upon exercise of such Warrants, is filed as Exhibit 5.1 hereto.
The foregoing description of the Warrant Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Warrant Agreements, filed herewith as Exhibits 4.1 to 4.3, the Forms of Warrant, filed herewith as Exhibits 4.4 to 4.8 and the Warrants to Purchase Common Stock, filed herewith as Exhibits 4.9 to 4.11, each of which is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: February 9, 2024 | SPIRIT AIRLINES, INC. | |||||
By: | /s/ Thomas Canfield | |||||
Name: | Thomas Canfield | |||||
Title: | Senior Vice President and General Counsel |