Material Agreement (Form 8-K)

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.