This action stems from a proposed transaction announced on February 7, 2022, pursuant to which Spirit Airlines, Inc. will be acquired by Frontier Group Holdings, Inc.

On May 11, 2022, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement contains material misrepresentations and omissions, including but not limited to failing to disclose (i) that the principal negotiators of the Merger on the Spirit side—as well as a majority of the Spirit Board— had served alongside Franke when Franke was chairman of the Spirit Board, and Indigo was one of Spirit’s largest shareholders; and (ii) a material lending relationship between Frontier and the Board’s financial advisor, Barclays Capital Inc.

Defendants filed a Motion to Dismiss the case on October 3, 2022. On November 29, Plaintiff voluntarily dismissed the case.