fron-20221231


ARTICLE I - CORPORATE OFFICES			1
1.1 REGISTERED OFFICE			1
1.2 OTHER OFFICES			1
ARTICLE II - MEETINGS OF STOCKHOLDERS			1
2.1 PLACE OF MEETINGS			1
2.2 ANNUAL MEETING			1
2.3 SPECIAL MEETING			1
2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING			2
2.5 ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.			5
2.6 ADDITIONAL REQUIREMENTS FOR VALID NOMINATION OF CANDIDATES TO SERVE AS DIRECTOR AND, IF ELECTED, TO BE SEATED AS DIRECTORS.			8
2.7 NOTICE OF STOCKHOLDERS’ MEETINGS.			9
2.8 QUORUM			9
2.9 ADJOURNED MEETING; NOTICE			10
2.10 CONDUCT OF BUSINESS			10
2.11 VOTING; ELECTION OF DIRECTORS.			10
2.12 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING			11
2.13 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS			11
2.14 PROXIES			12
2.15 LIST OF STOCKHOLDERS ENTITLED TO VOTE			12
2.16 INSPECTORS OF ELECTION.			12
2.17 DELIVERY TO THE CORPORATION.			13
ARTICLE III - DIRECTORS			13
3.1 POWERS			13
3.2 NUMBER OF DIRECTORS			13
3.3 ELECTION, QUALIFICATION, CITIZENSHIP, AND TERM OF OFFICE OF DIRECTORS			13
3.4 RESIGNATION AND VACANCIES			14
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE			14
3.6 REGULAR MEETINGS			14
3.7 SPECIAL MEETINGS; NOTICE			14
3.8 QUORUM			15


3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING			15
3.10 FEES AND COMPENSATION OF DIRECTORS			15
3.11 REMOVAL OF DIRECTORS			15
ARTICLE IV - COMMITTEES			16
4.1 COMMITTEES OF DIRECTORS			16
4.2 COMMITTEE MINUTES			16
4.3 MEETINGS AND ACTION OF COMMITTEES			16
4.4 SUBCOMMITTEES.			17
ARTICLE V - OFFICERS			17
5.1 OFFICERS			17
5.2 APPOINTMENT OF OFFICERS			17
5.3 SUBORDINATE OFFICERS			17
5.4 REMOVAL AND RESIGNATION OF OFFICERS			17
5.5 VACANCIES IN OFFICES			17
5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS			18
5.7 AUTHORITY AND DUTIES OF OFFICERS			18
5.8 LIMITATIONS ON NON-CITIZENS AS OFFICERS			18
ARTICLE VI - RECORDS AND REPORTS			18
6.1 MAINTENANCE AND INSPECTION OF RECORDS			18
6.2 INSPECTION BY DIRECTORS			18
ARTICLE VII - GENERAL MATTERS			18
7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS			18
7.2 STOCK CERTIFICATES; PARTLY PAID SHARES			18
7.3 SPECIAL DESIGNATION ON CERTIFICATES			19
7.4 LOST CERTIFICATES			19
7.5 CONSTRUCTION; DEFINITIONS			19
7.6 DIVIDENDS			19
7.7 FISCAL YEAR			20
7.8 SEAL			20
7.9 TRANSFER OF STOCK			20
7.10 STOCK TRANSFER AGREEMENTS			20
7.11 REGISTERED STOCKHOLDERS			20
7.12 WAIVER OF NOTICE			20
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION			21
ARTICLE IX - INDEMNIFICATION			22
9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.			22

A special meeting of the stockholders may be called at any time by the Chair of the Board or by the Secretary of the Corporation upon direction of the Board pursuant to a resolution adopted by a majority of the entire Board, but such special meetings may not be called by any other person or persons; provided, however, that notwithstanding the foregoing, until such time as Indigo Frontier Holdings Company, LLC, or any successor thereto by merger, consolidation, acquisition of all or substantially all assets or otherwise by operation of law or any of its Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) (“Indigo”) ceases to beneficially own shares of Common Stock representing at least a majority of the voting power (“Indigo Control”) of all the then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”), special meetings of stockholders of the Corporation may be called at any time by the holders of a majority of the voting power of the Voting Stock.

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by or at the direction of the Board or the Chair of the Board, (c) be brought before the meeting by or at the direction of Indigo while the Corporation is under Indigo Control or (d) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.4 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (d) shall be the exclusive means for a stockholder (other than Indigo while the Corporation is under Indigo Control) to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Section 2.3 of these Bylaws, and stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and Section 2.6 of these Bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and Section 2.6 of these Bylaws.

(ii) For business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting which, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of common stock, the date of the preceding year’s annual meeting shall be deemed to be June 1; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(b) As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person's business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C)(x) if such Proposing Person is (i) a general or limited partnership, syndicate or other group, the identity of each general partner and each person who functions as a general partner of the general or limited partnership, each member of the syndicate or group and each person controlling the general partner or member, (ii) a corporation or a limited liability company, the identity of each officer and each person who functions as an officer of the corporation or limited liability company, each person controlling the corporation or limited liability company and each officer, director, general partner and person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company or (iii) a trust, any trustee of such trust (each such person or persons set forth in the preceding clauses (i), (ii) and (iii), a “Responsible Person”), any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Person and any material interests or relationships of such Responsible Person that are not shared generally by other record or beneficial holders of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, and (y) if such Proposing Person is a natural person, any material interests or relationships of such natural person that are not shared generally by other record or beneficial holders of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, (D) any material shares or any Synthetic Equity Position in any principal competitor of the Corporation in any principal industry of the Corporation held by such Proposing Persons, (E) a summary of any material discussions regarding the business proposed to be brought before the meeting (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series

of the Corporation (including their names), (F) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (G) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (H) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and (J) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (J) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(iv) For purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (c) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation or associate (within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these Bylaws) of such stockholder or beneficial owner and (d) any other person with whom such stockholder or such beneficial owner (or any of their respective associates or other participants in such solicitation) is Acting in Concert. A person shall be deemed to be “Acting in Concert” with another person for purposes of these Bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert or in parallel with, or towards a common goal with such other person, relating to changing or influencing the control of the Corporation or in connection with or as a participant in any transaction having that purpose or effect, where (A) each person is conscious of the other person’s conduct, and this awareness is an element in their decision-

making processes, and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of (1) revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A or (2) tenders of securities from such other person in a public tender or exchange offer made pursuant to, and in accordance with, Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(v) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.

direction of the Board, including by any committee or persons authorized to do so by the Board or these Bylaws, (b) by or at the direction of Indigo while the Corporation is under Indigo Control or (c) by a stockholder present in person who (A) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination. The foregoing clause (b) shall be the exclusive means for a stockholder (other than Indigo while the Corporation is under Indigo Control) to make any nomination of a person or persons for election to the Board at an annual meeting or special meeting. For purposes of this Section 2.5, “present in person” shall mean that the stockholder nominating any person for election to the Board at the meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The foregoing clause (i) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or special meeting.

(ii) For a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these Bylaws) thereof in writing and in proper form to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its proposed nominee as required to be set forth by this Section 2.5 and Section 2.6, and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6. If the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (a) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (b) provide the information with respect to such stockholder and its proposed nominee as required by this Section 2.5 and Section 2.6, and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4(ix) of these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. In no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice, (ii) the date set forth in this Section 2.5(ii) or (iii) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.

the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall be made with respect to the election of directors at the meeting); and provided that, in lieu of including the information set forth in Section 2.4(iii)(b)(I), the Nominating Person’s notice for purposes of this Section 2.5 shall include a representation as to whether the Nominating Person intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect any nominee and (B) solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and;

(c) As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in any proxy statement and accompanying proxy card relating to the Corporation’s next meeting of stockholders at which directors are to be elected and to serving as a director for a full term if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each proposed nominee or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.6; and

(v) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to

(vi) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, (a) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (b) if any Nominating Person (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s proposed nominees. If any Nominating Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(3)(3) promulgated under the Exchange Act.

(i) To be eligible to be a nominee for election as a director of the Corporation at an annual or special meeting, the proposed nominee must be nominated in the manner prescribed in Section 2.5 and the proposed nominee, if nominated by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such proposed nominee given by or on behalf of the Board), to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in the form provided by the Corporation upon written request of any stockholder of record therefor) with respect to the background, qualifications, citizenship, stock ownership and independence of such proposed nominee and (b) a written representation and agreement (in the form provided by the Corporation upon written request of any stockholder of record therefor) that such proposed nominee (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein or to the Corporation, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any proposed nominee, the Secretary of the Corporation shall provide to such proposed nominee all such policies and guidelines then in effect) and (D) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such proposed nominee would face re-election.

(iii) A proposed nominee for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement) not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chair of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chair of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such chair of the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The chair of any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such chair of the meeting should so determine, such chair of the meeting shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Except as may be provided in a resolution or resolutions of the Board providing for any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected by an action by consent in lieu of a meeting with the approval of the holders of outstanding capital stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted; provided, that from and after such time that the Corporation is no longer under Indigo Control, any action required or permitted to be taken by the stockholders of the Corporation must be effected only at a duly called annual or special meeting of such stockholders of the Corporation and may not be effected by any consent in lieu of a meeting by such stockholders. For the avoidance of doubt, at any time when action by consent in lieu of a meeting is permissible pursuant to this Section 2.12, the notice requirements of Sections 2.4 and 2.5 of these Bylaws shall not apply.

The Corporation shall prepare no later than the tenth (10th) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.15 or to vote in person or by proxy at any meeting of stockholders.

Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation required by this Article II.

Except as provided in Section 3.4 of these Bylaws, and subject to the Certificate of Incorporation, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws. The Certificate of Incorporation or these Bylaws may prescribe other qualifications for directors. Notwithstanding anything to the contrary in these Bylaws, at least two-thirds of the members of the Board of Directors shall be “citizens of the United States” as provided under Applicable Law (as defined in Article X below) and the Chairman of the Board shall be a “citizen of the United States” as provided under Applicable Law for so long as required by Applicable Law. If the number of Non-Citizens (as defined in Article X below) serving on the Board of

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. At least two-thirds (2/3) of the members of each committee of the Board shall be comprised of individuals who meet the definition of “a citizen of the United States,” as defined under Applicable Law (as defined in Article X below); provided, however, that if a committee of the Board has one (1) member, such member shall be a “a citizen of the United States,” as defined immediately above.

Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chair or Vice Chair of the Board, Chief Executive Officer, the President, Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred. Notwithstanding the foregoing, the transfer of shares shall be restricted in accordance with Article X of these Bylaws.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these Bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership (a “covered person”), joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the foregoing, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.

The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these Bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these Bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the Chief Executive Officer, President, and Secretary, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these Bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.

In no event shall persons or entities, including any agent, trustee or representative of such persons or entities, who fail to qualify as a “citizen of the United States” (“Non-Citizens”), as defined in Section 40102(a)(15) of Subtitle VII of Title 49 of the United States Code, as the same may be from time to time amended (the “Aviation Act”), in any similar legislation of the United States enacted in substitution or replacement thereof, and as interpreted by the Department of Transportation, its predecessors and successors, from time to time (the “Applicable Law”), own (beneficially or of record) or control Equity Securities representing in excess of (i) the percentage provided for under Applicable Law of the aggregate votes of all outstanding Equity Securities of the Corporation (the “Voting Limitation”) and (ii) the percentage provided for under Applicable Law of all outstanding Equity Securities of the Corporation (the “Outstanding Limitation”). As of the Effective Time (as defined below) and for informational purposes only, under Applicable Law, the Voting Limitation is 25.0%, and the Outstanding Limitation is 49.0%. If Non-Citizens nonetheless at any time own and/or control more than the Voting Limitation, the voting rights of the Equity Securities in excess of the Voting Limitation shall be automatically suspended in accordance with Section 10.3 below. Further, if at any time a transfer or issuance of Equity Securities to a Non-Citizen would result in Non-Citizens owning more than the Outstanding Limitation, such transfer or issuance shall be null and void ab initio, and of no force or effect, in accordance with Section 10.3 below.

(i) The Corporation or any transfer agent shall maintain a separate stock record, designated the “Foreign Stock Record,” for the registration of Equity Securities held by Non-Citizens. It is the duty of each stockholder who is a Non-Citizen to register his, her or its Equity Securities on the Foreign Stock Record. The beneficial ownership or control of Equity Securities by Non-Citizens shall be determined in conformity with regulations prescribed by the Board of Directors. Only Equity Securities that have been issued and are outstanding may be registered in the Foreign Stock Record. The Foreign Stock Record shall include (a) the name and nationality of each Non-Citizen owning (beneficially or of record) or controlling Equity Securities, (b) the number of Equity Securities owned (beneficially or of record) or controlled by each such Non-Citizen and (c) the date of registration of such Equity Securities in the Foreign Stock Record.

Subject to the limitations set forth in Section 9.9 of these Bylaws or the provisions of the Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation or waive the observance of any bylaw (either generally or in a particular instance, and either retroactively or prospectively). Any adoption, amendment or repeal of the Bylaws of the Corporation or waiver of the observance of any bylaw by the Board shall require the approval of a majority of the authorized number of directors. The stockholders also shall have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Corporation’s Certificate of Incorporation, such action by stockholders shall require the affirmative vote of (a) a majority of the voting power of the Voting Stock while the Corporation is under Indigo Control and (b) from and after the time that the Corporation no longer under Indigo Control, at least sixty-six and two-thirds percent (66⅔%) of the voting power of the Voting Stock. In addition, any notice period required by the Certificate of Incorporation or these Bylaws may, to the extent permitted by law, be waived with the approval of a majority of the authorized number of directors.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, including without limitation a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Corporation or any current or former director, officer, employee, agent or stockholder of the Corporation arising pursuant to any provision of the DGCL or the Certificate of Incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.


Delaware			46-3681866
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


			Page
Part I
Item 1. Business			4
Item 1A. Risk Factors			22
Item 1B. Unresolved Staff Comments			55
Item 2. Properties			55
Item 3. Legal Proceedings			56
Item 4. Mine Safety Disclosure			56
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			56
Item 6. [Reserved]			57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			58
Item 7A. Quantitative and Qualitative Disclosure About Market Risk			81
Item 8. Financial Statements and Supplementary Data			82
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			127
Item 9A. Controls and Procedures			127
Item 9B. Other Information			128
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			128
Part III
Item 10. Directors, Executive Officers and Corporate Governance			128
Item 11. Executive Compensation			128
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			128
Item 13. Certain Relationships and Related Transactions, and Director Independence			128
Item 14. Principal Account ant Fees and Services			128
Part IV
Item 15. Exhibits and Financial Statement Schedules			129
Item 16. Form 10-K Summary			138
Signatures			139


	Year Ended December 31,
	2022		2021
Fare revenue per passenger	$	54.22	$	38.94
Ancillary revenue per passenger:
Non-fare passenger revenue per passenger	73.21		57.65
Other revenue per passenger	3.07		2.90
Total ancillary revenue per passenger	76.28		60.55
Total revenue per passenger	$	130.50	$	99.49


	A320neo	A321neo	Total Aircraft(a)	Engines
Year Ending
2023	—	13	13	4
2024	—	33	33	2
2025	17	13	30	4
2026	19	22	41	4
2027	21	21	42	3
Thereafter	10	52	62	2
Total	67	154	221	19


Aircraft Type	Seats	Average Age (Years)	Number of Aircraft	Number Owned	Number Leased
A320ceo	180 or 186	9	13	—	13
A320neo	186	3	82	—	82
A321ceo	230	6	21	—	21
A321neo	240	—	4	—	4
		4	120	—	120


	Year Ended December 31,								Cost per ASM
	2022		2021		Change				2022		2021		Change
Operating expenses ($ in millions):(a)
Aircraft fuel	$	1,160	$	575	$	585	102	%	3.66	¢	2.14	¢	71	%
Salaries, wages and benefits	715		616		99		16	%	2.25		2.29		(2)	%
Aircraft rent	556		530		26		5	%	1.75		1.97		(11)	%
Station operations	422		384		38		10	%	1.33		1.43		(7)	%
Sales and marketing	164		109		55		50	%	0.52		0.41		27	%
Maintenance, materials and repairs	146		119		27		23	%	0.46		0.44		5	%
Depreciation and amortization	45		38		7		18	%	0.14		0.14		—	%
CARES Act credits	—		(295)		295		N/M		—		(1.10)		N/M
Transaction and merger-related costs	10		—		10		N/M		0.03		—		N/M
Other operating expenses	153		101		52		51	%	0.48		0.38		26	%
Total operating expenses	$	3,371	$	2,177	$	1,194	55	%	10.62	¢	8.10	¢	31	%

Operating statistics:
Available seat miles (millions)	31,746		26,867		4,879		18	%
Average stage length (miles)	991		968		23		2	%
Departures	165,447		143,476		21,971		15	%
CASM (excluding fuel) (¢) (b)	6.96		5.96		1.00		17	%
Adjusted CASM (excluding fuel) (¢) (b)	6.90		7.02		(0.12)		(2)	%
Fuel cost per gallon ($)	3.72		2.17		1.55		71	%
Fuel gallons consumed (thousands)	312,115		265,558		46,557		18	%


	Year Ended December 31,
Distribution Channel	2022		2021		Change
Our website, mobile app and other direct channels	70	%	71	%	(1)	pts
Third-party channels	30	%	29	%	1	pts


	December 31,
	2022			2021
	($ in millions)
Cash and cash equivalents	$	761		$	918
Total current assets, excluding cash and cash equivalents	$	259		$	119
Total current liabilities, excluding current maturities of long-term debt and operating leases	$	933		$	755
Current maturities of long-term debt, net	$	157		$	127
Long-term debt, net	$	272		$	287
Stockholders’ equity	$	509		$	530
Debt to capital ratio	46		%	44		%
Debt to capital ratio, including operating lease obligations	85		%	84		%


	Material Cash Requirements
	2023		2024		2025		2026		2027		Thereafter		Total

Debt obligations(a)	$	157	$	137	$	—	$	—	$	—	$	137	$	431
Interest commitments(b)	20		7		5		6		6		6		50
Operating lease obligations(c)	478		462		447		383		317		1,005		3,092
Flight equipment purchase obligations(d)	760		1,974		1,767		2,358		2,448		3,758		13,065
Maintenance deposit obligations(e)	3		3		3		3		4		5		21
Total	$	1,418	$	2,583	$	2,222	$	2,750	$	2,775	$	4,911	$	16,659


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			Page
Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP, Denver, CO, Auditor Firm ID: 42)			83
Consolidated Balance Sheets			88
Consolidated Statements of Operations			89
Consolidated Statements of Comprehensive Income (Loss)			90
Consolidated Statements of Cash Flows			91
Consolidated Statements of Stockholders’ Equity			92
Notes to Consolidated Financial Statements			93


Description of the matter			As described in Notes 1 and 10 to the consolidated financial statements, the Company’s aircraft lease agreements often require the Company to return aircraft airframes and engines to the lessor in a certain condition or pay an amount to the lessor based on the leased airframe or engine’s actual condition. Lease return costs are recognized beginning when it is probable that such costs will be incurred, and they can be estimated. When costs become both probable and estimable, they are accrued as a component of supplemental rent, through the remaining lease term. When determining the need to accrue lease return costs, there are various factors considered by management such as the contractual terms of the lease agreement, current condition of the aircraft, the age of the aircraft at lease expiration, projected number of hours run on the engine at the time of return, the number of projected cycles run on the airframe at the scheduled time of return and the ability to utilize previously paid maintenance reserves to offset projected costs. As of December 31, 2022, the Company has accrued liabilities of $102 million for leased aircraft return costs. Auditing management’s estimate of leased aircraft return costs required significant judgment given the complexity involved in determining the timing and cost of future maintenance events, including the estimated utilization of leased airframes and engines.
How we Addressed the Matter in Our Audit			To test the estimate of lease return costs, our audit procedures included, among others, testing the assumptions used and the accuracy and completeness of the underlying data used in the calculations. For example, to test the assumptions related to the timing of future maintenance events, we compared projected event timing to the time interval between recently completed maintenance events and against underlying regulatory requirements. We also confirmed current and projected utilization metrics and projected timing of events with maintenance personnel. We also tested the historical accuracy of management’s forecasts of maintenance events by comparing when recent maintenance events occurred to management’s initial projections. To test the assumptions related to cost, we compared the projected cost of future maintenance events to historical experience, or the costs required by the contractual agreements based on projected return condition of the airframe or engine at lease return.


Description of the matter			At December 31, 2022, the Company had deferred tax assets of $677 million, inclusive of a related valuation allowance, and deferred tax liabilities of $644 million. As discussed in Notes 1 and 17 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company’s deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Auditing management’s assessment of recoverability of deferred tax assets involved subjective estimation and complex auditor judgement in weighing the positive and negative evidence to determine whether a valuation allowance for deferred tax assets is needed including the Company’s estimate of future taxable income that may be affected by market and economic conditions.
How we Addressed the Matter in Our Audit			To test the realizability of the Company’s deferred tax assets, our audit procedures included, among others, evaluating the assumptions used to develop the scheduling of the future reversal of existing taxable temporary differences and evaluating the assumptions used by the Company to develop projections of future taxable income. We compared the projections of future taxable income with the actual results of prior periods, as well as management’s consideration of current industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. In addition, we involved our tax specialists to evaluate the application of tax law in the performance of these procedures.


	Common Stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Total
	Shares	Amount
Balance at December 31, 2019	199,242,854	$	—	$	52	$	486	$	4	$	542
Net income (loss)	—	—		—		(225)		—		(225)
Restricted stock issued	99,408	—		—		—		—		—
Shares issued in connection with vesting of restricted stock units	134,900	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(39,064)	—		—		—		—		—
Unrealized loss from cash flow hedges net of adjustment for de-designation of fuel hedges, net of tax (Note 7)	—	—		—		—		(15)		(15)
Stock-based compensation	—	—		8		—		—		8
Balance at December 31, 2020	199,438,098	$	—	$	60	$	261	$	(11)	$	310
Net income (loss)	—	—		—		(102)		—		(102)
Shares issued in connection with vesting of restricted stock units	645,206	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(200,735)	—		(3)		—		—		(3)
Amortization of cash flow hedges, net of tax	—	—		—		—		1		1
Restricted stock unit repurchases	(20,368)	—		—		—		—		—
Stock option exercises	2,202,895	—		3		—		—		3
Stock-based compensation	—	—		11		—		—		11
Issuance of common stock upon initial public offering, net of offering costs, underwriting discounts and commissions (Note 1)	15,000,000	—		267		—		—		267
CARES Act warrants (Note 2)	—	—		43		—		—		43
Balance at December 31, 2021	217,065,096	$	—	$	381	$	159	$	(10)	$	530
Net income (loss)	—	—		—		(37)		—		(37)
Shares issued in connection with vesting of restricted stock units	845,606	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(312,541)	—		(4)		—		—		(4)
Amortization of cash flow hedges, net of tax	—	—		—		—		1		1
Unrealized gain from cash flow hedges, net of tax	—	—		—		—		3		3
Stock option exercises	277,729	—		1		—		—		1
Stock-based compensation	—	—		15		—		—		15
Balance at December 31, 2022	217,875,890	$	—	$	393	$	122	$	(6)	$	509


	Estimated Useful Life	Residual Value
Aircraft	25 years	10%
Flight equipment leasehold improvements	Lesser of lease term or economic life	0%
Aircraft rotable parts	Fleet life	10%
Ground property and equipment	3 – 10 years	0%
Ground equipment leasehold improvements	Lesser of lease term or 10 years	0%
Internal-use software	3 – 10 years	0%
Capitalized maintenance	Lesser of lease term or economic life	0%
Buildings	Lesser of 40 years or economic life	10%


Male	Female	Minority
53%	47%	37%


	Year Ended December 31,
	2022		2021		2020
Passenger revenues:
Fare	$	1,382	$	806	$	548
Non-fare passenger revenues:
Service fees	817		521		303
Baggage	741		457		229
Seat selection	251		170		84
Other	57		46		43
Total non-fare passenger revenue	1,866		1,194		659
Total passenger revenues	3,248		2,000		1,207
Other revenues	78		60		43
Total operating revenues	$	3,326	$	2,060	$	1,250


	Year Ended December 31,
	2022		2021		2020
Domestic	$	3,051	$	1,950	$	1,201
Latin America	275		110		49
Total operating revenues	$	3,326	$	2,060	$	1,250


	December 31, 2022
2023	$	157
2024	137
2025	—
2026	—
2027	—
Thereafter	137
Total debt principal payments	$	431


		December 31,
	Balance Sheet Classification	2022			2021
Assets
Operating lease assets	Operating lease right-of-use assets	$	2,484		$	2,426
Liabilities
Current
Operating	Current maturities of operating leases	$	465		$	444
Long-term operating leases
Operating	Long-term operating leases	2,034			1,991
Total lease liabilities		$	2,499		$	2,435
Weighted-average remaining lease term
Operating leases		8 years			7 years
Weighted-average discount rate
Operating leases		5.39		%	5.08		%


	Number of Shares	Weighted-Average Exercise Price		Aggregate Grant Date Fair Value (in millions)
Outstanding at January 1, 2022	7,651,407	$	1.99	$	8
Issued	—	—		—
Exercised	(277,729)	$	2.69	(1)
Forfeited	—	—		—
Outstanding at December 31, 2022	7,373,678	$	1.96	$	7
Exercisable at December 31, 2022	7,346,601	$	1.93	$	7


	A320neo	A321neo	Total Aircraft	Engines
Year Ending
2023	—	13	13	4
2024	—	33	33	2
2025	17	13	30	4
2026	19	22	41	4
2027	21	21	42	3
Thereafter	10	52	62	2
Total	67	154	221	19


	December 31, 2022				December 31, 2021
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Secured debt:
Pre-delivery credit facility	$	277	$	277	$	174	$	175
Floating rate building note	17		17		18		19
Treasury Loan	—		—		150		156
Unsecured debt:

Affinity card advance purchase of mileage credits	71		66		15		14
PSP Promissory Note	66		52		66		58
Total debt	$	431	$	412	$	423	$	422


		Fair Value Measurements as of December 31, 2022
Description	Balance Sheet Classification	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	Cash and cash equivalents	$	761	$	761	$	—	$	—
Interest rate derivative contracts	Other current assets	$	24	$	—	$	24	$	—


		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File Number	Date	Number
2.1	Agreement and Plan of Merger, dated as of February 5, 2022, by and among Frontier Group Holdings, Inc., Spirit Airlines, Inc. and Top Gun Acquisition Corp.	8-K	001-40304	2/7/2022	2.1

2.2	Amendment to Agreement and Plan of Merger, dated as of June 2, 2022, by and among Frontier Group Holdings, Inc., Spirit Airlines, Inc. and Top Gun Acquisition Corp.	8-K	001-40304	6/3/2022	2.1

2.3	Amendment No. 2 to Agreement and Plan of Merger, dated as of June 24, 2022, by and among Frontier Group Holdings, Inc., Spirit Airlines, Inc. and Top Gun Acquisition Corp.	8-K	001-40304	6/27/2022	2.1

2.4	Termination Agreement, dated as of July 27, 2022, by and among Frontier Group Holdings, Inc., Spirit Airlines, Inc. and Top Gun Acquisition Corp.	8-K	001-40304	7/27/2022	2.1

3.1	Amended and Restated Certificate of Incorporation of Frontier Group Holdings, Inc.	8-K	001-40304	4/6/2021	3.1

3.2	Amended and Restated Bylaws of Frontier Group Holdings, Inc.					X

4.1	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.	10-K	001-40304	2/23/2022	4.1

4.2	Form of Common Stock Certificate.	S-1	333-254004	3/8/2021	4.2

4.3	Registration Rights Agreement, dated April 6, 2021, by and among Frontier Group Holdings, Inc. and Indigo Frontier Holdings Company, LLC.	8-K	001-40304	4/6/2021	4.1

4.4†	Warrant Agreement, dated as of April 30, 2020, between Frontier Group Holdings, Inc. and the United States Department of the Treasury.	S-1	333-254004	3/8/2021	10.35


9.2 INDEMNIFICATION OF OTHERS.			22
9.3 PREPAYMENT OF EXPENSES.			22
9.4 NON-EXCLUSIVITY OF RIGHTS.			22
9.5 INSURANCE.			22
9.6 OTHER INDEMNIFICATION.			23
9.7 CONTINUATION OF INDEMNIFICATION.			23
9.8 AMENDMENT OR REPEAL; INTERPRETATION.			23
ARTICLE X - LIMITATIONS OF OWNERSHIP BY NON-CITIZENS			24
10.1 EQUITY SECURITIES.			24
10.2 NON-U.S. CITIZEN VOTING AND OWNERSHIP LIMITATIONS.			24
10.3 FOREIGN STOCK RECORD.			24
10.4 REGISTRATION OF SHARES.			25
10.5 CERTIFICATION OF SHARES.			25
10.6 LEGEND.			25
ARTICLE XI - AMENDMENTS; WAIVERS			26
ARTICLE XII - FORUM SELECTION			26


Clause		Page
1	Certain Definitions	1
2	Amendments to Credit Agreement	2
3	Additional Commitments	2
4	Reallocation	2
5	Conditions Precedent	3
6	Reference to and Effect on the Credit Agreement	4
7	Miscellaneous	4


Lender			Additional Commitment
Barclays Bank PLC			$5,000,000
Deutsche Bank AG New York Branch			$5,000,000


Subsidiaries						Jurisdiction of Incorporation or Organization
Frontier Airlines Holdings, Inc.						Delaware
Frontier Airlines, Inc.						Colorado


Date: February 22, 2023									/s/ Barry L. Biffle
									Barry L. Biffle
									President and Chief Executive Officer
									(Principal Executive Officer)


Date: February 22, 2023									/s/ James G. Dempsey
									James G. Dempsey
									Executive Vice President and Chief Financial Officer
									(Principal Financial Officer)

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Feb. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40304
Entity Registrant Name	Frontier Group Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-3681866
Entity Address, Address Line One	4545 Airport Way
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80239
City Area Code	720
Local Phone Number	374-4490
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ULCC
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 348,000,000
Entity Common Stock, Shares Outstanding		218,059,843
Documents Incorporated by Reference	Portions of the registrant's definitive proxy statement relating to its 2023 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2022.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001670076

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Denver, Colorado

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 761,000	$ 918,000
Accounts receivable, net	90,000	50,000
Supplies, net	55,000	29,000
Other current assets	114,000	40,000
Total current assets	1,020,000	1,037,000
Property and equipment, net	226,000	186,000
Operating lease right-of-use assets	2,484,000	2,426,000
Pre-delivery deposits for flight equipment	371,000	260,000
Aircraft maintenance deposits	105,000	98,000
Intangible assets, net	28,000	29,000
Other assets	265,000	199,000
Total assets	4,499,000	4,235,000
Liabilities and stockholders’ equity
Accounts payable	89,000	86,000
Air traffic liability	313,000	273,000
Frequent flyer liability	13,000	13,000
Current maturities of long-term debt, net	157,000	127,000
Current maturities of operating leases	465,000	444,000
Other current liabilities	518,000	383,000
Total current liabilities	1,555,000	1,326,000
Long-term debt, net	272,000	287,000
Long-term operating leases	2,034,000	1,991,000
Long-term frequent flyer liability	32,000	41,000
Other long-term liabilities	97,000	60,000
Total liabilities	3,990,000	3,705,000
Commitments and contingencies
Stockholders' equity
Common stock, $0.001 par value per share, with 217,875,890 and 217,065,096 shares issued and outstanding as of December 31, 2022 and 2021, respectively	0	0
Additional paid-in capital	393,000	381,000
Retained earnings	122,000	159,000
Accumulated other comprehensive income (loss)	(6,000)	(10,000)
Total stockholders’ equity	509,000	530,000
Total liabilities and stockholders’ equity	$ 4,499,000	$ 4,235,000

Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2021 $ / shares shares
Statement of Financial Position [Abstract]
Common stock, stated par (in dollars per share) \| $ / shares	$ 0.001
Common stock, shares issued (in shares)	217,065,096
Common stock outstanding (in shares)	217,065,096

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating revenues:
Total operating revenues	$ 3,326,000	$ 2,060,000	$ 1,250,000
Operating expenses:
Aircraft fuel	1,160,000	575,000	338,000
Salaries, wages and benefits	715,000	616,000	533,000
Aircraft rent	556,000	530,000	396,000
Station operations	422,000	384,000	257,000
Sales and marketing	164,000	109,000	78,000
Maintenance, materials and repairs	146,000	119,000	83,000
Depreciation and amortization	45,000	38,000	33,000
CARES Act credits	0	(295,000)	(193,000)
Transaction and merger-related costs, net	10,000	0	0
Other operating	153,000	101,000	90,000
Total operating expenses	3,371,000	2,177,000	1,615,000
Operating income (loss)	(45,000)	(117,000)	(365,000)
Other income (expense):
Interest expense	(21,000)	(33,000)	(18,000)
Capitalized interest	11,000	4,000	6,000
Interest income and other	10,000	2,000	5,000
Total other income (expense)	0	(27,000)	(7,000)
Income (loss) before income taxes	(45,000)	(144,000)	(372,000)
Income tax expense (benefit)	(8,000)	(42,000)	(147,000)
Net income (loss)	$ (37,000)	$ (102,000)	$ (225,000)
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.17)	$ (0.48)	$ (1.13)
Diluted (in dollars per share)	$ (0.17)	$ (0.48)	$ (1.13)
Passenger
Operating revenues:
Total operating revenues	$ 3,248,000	$ 2,000,000	$ 1,207,000
Other
Operating revenues:
Total operating revenues	$ 78,000	$ 60,000	$ 43,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ (37,000,000)	$ (102,000,000)	$ (225,000,000)
Deferred income taxes	(8,000,000)	(32,000,000)	(14,000,000)
Depreciation and amortization	45,000,000	38,000,000	33,000,000
Gains recognized on sale-leaseback transactions	(87,000,000)	(60,000,000)	(48,000,000)
Loss on extinguishment of debt	7,000,000	0	0
Warrant liability unrealized loss	0	22,000,000	9,000,000
Stock-based compensation	15,000,000	11,000,000	8,000,000
Amortization of cash flow hedges, net of tax	1,000,000	1,000,000	0
Cash flows from operating leases	0	0	17,000,000
Changes in operating assets and liabilities:
Accounts receivable	(28,000,000)	(14,000,000)	61,000,000
Supplies and other current assets	(40,000,000)	174,000,000	(170,000,000)
Aircraft maintenance deposits	(18,000,000)	(20,000,000)	(15,000,000)
Other long-term assets	(94,000,000)	(37,000,000)	(32,000,000)
Accounts payable	(4,000,000)	13,000,000	0
Air traffic liability	40,000,000	138,000,000	(114,000,000)
Other liabilities	130,000,000	84,000,000	(67,000,000)
Cash provided by (used in) operating activities	(78,000,000)	216,000,000	(557,000,000)
Cash flows from investing activities:
Capital expenditures	(41,000,000)	(27,000,000)	(16,000,000)
Pre-delivery deposits for flight equipment, net of refunds	(111,000,000)	(36,000,000)	28,000,000
Other	(2,000,000)	(4,000,000)	(1,000,000)
Cash provided by (used in) investing activities	(154,000,000)	(67,000,000)	11,000,000
Cash flows from financing activities:
Proceeds from issuance of debt, net of issuance costs	273,000,000	163,000,000	236,000,000
Principal repayments on debt	(266,000,000)	(97,000,000)	(126,000,000)
Proceeds from sale-leaseback transactions	71,000,000	59,000,000	47,000,000
Proceeds from initial public offering, net of offering costs, underwriting discounts and commissions	0	266,000,000	0
Proceeds from the exercise of stock options	1,000,000	3,000,000	0
Minimum tax withholdings on share-based awards	(4,000,000)	(3,000,000)	(1,000,000)
Cash provided by financing activities	75,000,000	391,000,000	156,000,000
Net increase (decrease) in cash, cash equivalents and restricted cash	(157,000,000)	540,000,000	(390,000,000)
Cash, cash equivalents and restricted cash, beginning of period	918,000,000	378,000,000	768,000,000
Cash, cash equivalents and restricted cash, end of period	$ 761,000,000	$ 918,000,000	$ 378,000,000

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)
Beginning balance (in shares) at Dec. 31, 2019		199,242,854
Beginning balance at Dec. 31, 2019	$ 542,000	$ 0	$ 52,000	$ 486,000	$ 4,000
Net income (loss)	(225,000)			(225,000)
Restricted stock issued (in shares)		99,408
Shares issued in connection with vesting of restricted stock units (in shares)		134,900
Shares withheld to cover employee taxes on vested restricted stock units (in shares)		(39,064)
Unrealized gain (loss) from cash flow hedges, net of tax	$ (15,000)				(15,000)
Stock option exercised (in shares)	0
Stock-based compensation	$ 8,000		8,000
Ending balance (in shares) at Dec. 31, 2020		199,438,098
Ending balance at Dec. 31, 2020	310,000	$ 0	60,000	261,000	(11,000)
Net income (loss)	(102,000)			(102,000)
Shares issued in connection with vesting of restricted stock units (in shares)		645,206
Shares withheld to cover employee taxes on vested restricted stock units (in shares)		(200,735)
Shares withheld to cover employee taxes on vested restricted stock units	(3,000)		(3,000)
Unrealized gain (loss) from cash flow hedges, net of tax	$ 1,000				1,000
Restricted stock unit repurchases (in shares)		(20,368)
Stock option exercised (in shares)	2,202,895	2,202,895
Stock option exercises	$ 3,000		3,000
Stock-based compensation	11,000		11,000
Issuance of common stock upon initial public offering, net of offering costs, underwriting discounts and commissions (in shares)		15,000,000
Issuance of common stock upon initial public offering, net of offering costs, underwriting discounts and commissions	267,000		267,000
CARES Act warrants	$ 43,000		43,000
Ending balance (in shares) at Dec. 31, 2021	217,065,096	217,065,096
Ending balance at Dec. 31, 2021	$ 530,000	$ 0	381,000	159,000	(10,000)
Net income (loss)	(37,000)			(37,000)
Shares issued in connection with vesting of restricted stock units (in shares)		845,606
Shares withheld to cover employee taxes on vested restricted stock units (in shares)		(312,541)
Shares withheld to cover employee taxes on vested restricted stock units	(4,000)		(4,000)
Unrealized gain (loss) from cash flow hedges, net of tax	4,000
Amortization of cash flow hedges, net of tax	1,000				1,000
Unrealized gain from cash flow hedges, net of tax	$ 3,000				3,000
Stock option exercised (in shares)	277,729	277,729
Stock option exercises	$ 1,000		1,000
Stock-based compensation	$ 15,000		15,000
Ending balance (in shares) at Dec. 31, 2022	217,875,890	217,875,890
Ending balance at Dec. 31, 2022	$ 509,000	$ 0	$ 393,000	$ 122,000	$ (6,000)