Item 8.01 Other Events.
On March 17, 2023, JetBlue Airways Corporation
(“JetBlue”) issued a press release announcing, in connection with the Agreement and Plan of Merger, dated as of July
28, 2022, by and among JetBlue, Sundown Acquisition Corp., and Spirit Airlines, Inc. (“Spirit”), the record and payment
dates for the March 2023 additional prepayment to stockholders of Spirit of $0.10 per share of Spirit common stock (the “March
2023 Additional Prepayment”). JetBlue has set March 27, 2023, as the record date for the March 2023 Additional Prepayment, with
the payment of the March 2023 Additional Prepayment to occur on March 31, 2023. The full text of the press release issued in connection
with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This Current Report (or otherwise made by JetBlue
or on JetBlue’s behalf) contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent
our management’s beliefs and assumptions concerning future events. These statements are intended to qualify for the “safe
harbor” from liability established by the Private Securities Litigation Reform Act of 1995. When used in this document, the words
“expects,” “plans,” “intends,” “anticipates,” “indicates,” “remains,”
“believes,” “estimates,” “forecast,” “guidance,” “outlook,” “may,”
“will,” “should,” “seeks,” “goals,” “targets” and similar expressions are
intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely
to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends
or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured.
Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual
results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation,
the COVID-19 pandemic and government-imposed measures to control its spread; risk associated with execution of our strategic operating
plans in the near-term and long-term; our extremely competitive industry; risks related to the long-term nature of our fleet order book;
volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries,
wages and benefits; risks associated with doing business internationally; our reliance on high daily aircraft utilization; our dependence
on the New York metropolitan market; risks associated with extended interruptions or disruptions in service at our focus cities; risks
associated with airport expenses; risks associated with seasonality and weather; our reliance on a limited number of suppliers; risks
related to new or increased tariffs imposed on commercial aircraft and related parts imported from outside the United States; the outcome
of lawsuits filed against us related to our Northeast Alliance with American Airlines Group Inc.; the occurrence of any event, change
or other circumstances that could give rise to the right of JetBlue or Spirit Airlines Inc. (“Spirit”) or both of them to
terminate the Merger Agreement; failure to obtain certain governmental approvals necessary to consummate the merger with Spirit (the “Merger”);
the outcome of the lawsuit filed by the Department of Justice and certain state Attorneys General against us and Spirit related to the
Merger; risks associated with failure to consummate the Merger in a timely manner or at all; risks associated with the pendency of the
Merger and related business disruptions; indebtedness following consummation of the Merger and associated impacts on business flexibility,
borrowing costs and credit ratings; the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies
within the expected timeframes or at all; challenges associated with successful integration of Spirit’s operations; expenses related to
the Merger and integration of Spirit; the potential for loss of management personnel and other key crewmembers as a result of the Merger;
risks associated with effective management of the combined company following the Merger; risks associated with JetBlue being bound by
all obligations and liabilities of Spirit following consummation of the Merger; risks associated with the integration of JetBlue and Spirit
workforce, including with respect to negotiation of labor agreements and labor costs; the impact of the Merger on JetBlue’s earnings
per share; risks associated with cybersecurity incidents; heightened regulatory requirements concerning data security compliance; risks
associated with reliance on, and potential failure of, automated systems; our inability to attract and retain qualified crewmembers; our
being subject to potential unionization, work stoppages, slowdowns or increased labor costs; reputational and business risk from an accident
or incident involving our aircraft; risks associated with our reputation and brand; our significant fixed obligations; our substantial
indebtedness; financial risks associated with credit card processors; restrictions as a result of our participation in governmental support
programs; risks associated with seeking short-term additional financing liquidity; failure to realize the value of intangible or long-lived
assets; risks associated with disease outbreaks or environmental disasters affecting travel behavior; compliance with future environmental
regulations; the impacts of federal budget constraints or federally imposed furloughs; climate change; changes in government regulations
in our industry; acts of war or terrorism; global economic conditions or an economic downturn leading to a continuing or accelerated decrease
in demand for air travel; and risks associated with the implementation of 5G wireless technology near airports that we operate in. It
is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it
should be clearly understood that the internal projections, beliefs, and assumptions upon which we base our expectations may change prior
to the end of each quarter or year. Any outlook or forecasts in this document have been prepared without taking into account or consideration
the Merger with Spirit.
Given the risks and uncertainties surrounding
forward-looking statements, you should not place undue reliance on these statements. You should understand that many important
factors, in addition to those discussed in this Current Report, could cause our results to differ materially from those expressed in
the forward-looking statements. Further information concerning these and other factors is contained in JetBlue’s filings with
the Securities and Exchange Commission, or SEC, including but not limited to, JetBlue’s 2022 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. In light of these risks and uncertainties, the forward-looking events discussed in this Current Report
might not occur. Our forward-looking statements speak only as of the date of this Current Report. Other than as required by law, we
undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or
otherwise.