Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Milton Robert A 2. Date of Event Requiring Statement (Month/Day/Year) 04/28/2025 3. Issuer Name and Ticker or Trading Symbol Spirit Aviation Holdings, Inc. [FLYY] (Last) (First) (Middle) C/O SPIRIT AVIATION HOLDINGS, INC., 1731 RADIANT DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) DANIA BEACH, FL 33004 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 221,774(1) D

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	(2)	Common Stock	332,662	$0(3)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Milton Robert A C/O SPIRIT AVIATION HOLDINGS, INC. 1731 RADIANT DRIVE DANIA BEACH, FL 33004	X

Signatures

/s/ Thomas Canfield, as Attorney-In-Fact for Robert A. Milton		04/28/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a grant of restricted stock units, vesting in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued employment through the applicable vesting date (subject to proration upon an earlier qualifying termination of service) and (ii) achieving a certain minimum share price condition.
(2)	Represents a grant of performance stock units ("PSUs"), reflected at the target number of shares underlying such PSUs. The PSUs will be earned and vest in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued service through the applicable vesting date (subject to potential vesting upon an earlier qualifying termination of service) and (ii) the level of achievement of a share price performance goal, measured at the end of a three-year performance period (or, if earlier, the date of a change of control of the Issuer).
(3)	The performance shares convert to common stock on a 1 to 1 basis.
Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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