NEW YORK, Pomerantz LLP announces that a class action lawsuit has been filed on behalf of investors in the securities of Spirit Aviation Holdings, Inc. (“Spirit” or the “Company”) (OTCMKTS: FLYYQ). The class action, filed in the United States District Court for the Southern District of Florida, and docketed under 25-cv-61959, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired Spirit securities between May 28, 2025 and August 29, 2025, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, against certain of the Company’s top officials.
If you are an investor who purchased or otherwise acquired Spirit securities during the Class Period, you have until December 1, 2025, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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Spirit is the parent company of Spirit Airlines, LLC, an ultra-low-cost American airline that provides passenger air transportation services for destinations throughout the United States (“U.S.”), Latin America, and the Caribbean.
In November 2024, Spirit’s predecessor entity, Spirit Airlines, Inc. (“Former Spirit”) and its subsidiaries (collectively with Former Spirit, the “Corporate Debtors”) filed a voluntary petition for Chapter 11 bankruptcy protection after years of mounting losses and increased competition, among other issues.
In March 2025, the Corporate Debtors satisfied the conditions precedent to consummation of a pre-arranged Chapter 11 plan of reorganization (the “Plan of Reorganization”), whereby, inter alia, the Corporate Debtors emerged from Chapter 11 bankruptcy protection. In connection with the Plan of Reorganization, Former Spirit completed a corporate reorganization pursuant to which Spirit became the new parent company of the Corporate Debtors, with Former Spirit becoming a wholly owned subsidiary of Spirit and converted from a Delaware corporation to a Delaware limited liability company.
In late April 2025, Spirit announced that its common stock had been approved for listing on the NYSE American (“NYSE”), with public trading to begin on April 29, 2025 under the ticker symbol “FLYY.”
Thereafter, at all relevant times, Defendants touted their purported plan to enhance Spirit’s liquidity, financial condition, and business operations, as well as the purported positive impacts these measures were having the Company’s business and financial results. In so doing, Defendants indicated to investors and the market that Spirit’s business had emerged from bankruptcy protection on improved financial footing with the requisite corporate strategy and means to operate as a publicly traded company.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding Spirit’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Spirit was at substantial risk of being unable to meet certain of its debt and other financial obligations; (ii) Spirit was also at substantial risk of being forced to file for Chapter 11 bankruptcy protection within a mere matter of months; (iii) accordingly, Defendants had overstated enhancements to Spirit’s financial condition, liquidity, and overall business and operations, while simultaneously downplaying the negative impacts of adverse market conditions on the same; and (iv) as a result, Defendants’ public statements were materially false and misleading at all relevant times.
On August 11, 2025, Spirit filed a quarterly report on Form 10-Q with the U.S. Securities and Exchange Commission (“SEC”) for the period ended June 30, 2025. Therein, Defendants disclosed that “there is substantial doubt as to the Company’s ability to continue as a going concern within 12 months[,]” citing, inter alia, “adverse market conditions” and “minimum liquidity covenants in the Company’s debt obligations and credit card processing agreement [that] require financial results to improve at a rate faster than what the Company is currently anticipating.”
On this news, Spirit’s stock price fell $1.44 per share, or 40.68%, to close at $2.10 per share on August 12, 2025.
That same month, on August 29, 2025, Spirit issued a press release wherein Defendants disclosed, inter alia, that “the Company has filed voluntary petitions for Chapter 11 in the U.S. Bankruptcy Court for the Southern District of New York” and that “[t]he [Company’s] shares are expected to be cancelled and have no value as part of Spirit’s restructuring.”
On the next trading day, September 2, 2025, the NYSE suspended trading of Spirit’s common stock. As Spirit explained in an SEC filing on September 3, 2025, the Company had received a notice from the regulatory staff of the NYSE (the “NYSE Regulation”) on September 2, 2025, wherein the NYSE Regulation notified Spirit that it “had determined to commence proceedings to delist the common stock . . . of the Company” and, accordingly, trading in Spirit’s common stock “was suspended immediately on September 2, 2025.”
Following the foregoing disclosures and developments, Spirit’s stock price fell $0.71 per share, or 58.2%, to close at $0.51 per share on September 3, 2025—the first day that the Company’s common stock began trading on the over-the-counter market under the ticker symbol “FLYYQ.”
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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