精神航空控股有限公司美股招股说明书(2025-07-18版)

identified in this prospectus (the “Selling Stockholders”) of up to 6,283,197 shares of our common stock, par value $0.0001 per share (the “CommonStock”), consisting of (i)shares of our Common Stock held by the Selling Stockholders and (ii)shares of our Common Stock, which SellingStockholders may acquire upon exercise of certain warrants held by the Selling Stockholders. Unlike an initial public offering, the resale by the Selling The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at See “Plan of Distribution.”Our Common Stock is traded on NYSE American under the symbol “FLYY.” On July 15, 2025, the closing price of our Common Stock was $4.67Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which are subject to the “safe harbor” created bythose sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our 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, couldalso materially adversely affect our business, financial condition, or future results. You should carefully consider the risks described below and the other operations could be materially and adversely affected. The risks described under the heading “Risk Factors” and the information in the sections entitled “Part I, Item 1A. Risk Factors” in our mostrecent Annual Report on Form10-Kand “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form10-Qfor the quarterly period endedMarch31, 2025 filed with the SEC are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect thebusiness, financial condition or results of operations of Spirit. New risk factors emerge from time to time and it is not possible to predict all such riskfactors, nor can Spirt assess the impact of all such risk factors on the business of Spirit, or the extent to which any factor or combination of factors maycause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees ofperformance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributableto Spirit or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Spirit undertakes no obligationsto update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required byii This summary highlights information contained elsewhere in this prospectus, is not complete, and does not contain all of the information thatyou should consider before making your investment decision. You should carefully read the entire prospectus. You should also carefully consider,among other things, the information presented under the sections entitled “Risk Factors” and the information in the section entitled “Item 1.A. RiskFactors” in our most recent Annual Report on Form10-Kand “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form10-Qfor the Spirit Aviation Holdings, Inc., headquartered in Dania Beach, Florida, offers affordable travel to guests (“Guests”). Ourall-Airbusfleet is oneof the youngest and most fuel efficient in the United States. We serve destinations throughout the United States, Latin America and the Caribbean,and are dedicated to giving back and improving those communities. We focus on value-conscious travelers who pay for their own travel, and ourbusiness model is designed to deliver what our Guests want: affordable prices and a great experience. America. We aim to align our business model to evolved customer needs, while maintaining low costs, by improving guest experience, launchingsignificant product enhancements, realigning our network and redesigning our Loyalty Program.Our History Beach, Florida. Our Corporate InformationOur mailing address and executive offices are located at 1731 Radiant Drive, Dania Beach, Florida, 33004, and our telephone number at that Exchange Commission or SEC. Such periodic reports, proxy statements and other information are available on the SEC’s website athttp://www.sec.gov.We also post on the Investor Relations page of our website,www.spirit.co