PROSPECTUS

HAWAIIAN HOLDINGS,
INC.
Common Stock
Preferred
Stock
Depositary
Shares
Warrants
Debt
Securities
Purchase
Contracts
Subscription
Rights
Units
HAWAIIAN AIRLINES,
INC.
Debt
Securities
The securities covered by this prospectus may
be sold by Hawaiian Holdings, Inc. and its wholly-owned subsidiary
Hawaiian Airlines, Inc., from time to time, together or separately.
This prospectus provides you with a general description of the
securities.
Each time we offer and sell securities, we
will provide a supplement to this prospectus that contains specific
information about the offering and the amounts, prices and terms of
the securities. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. The supplement and any related free writing prospectus
may also add, update or change information contained in this
prospectus with respect to that offering. You should carefully read
this prospectus, the applicable prospectus supplement and any
related free writing prospectus, together with any documents
incorporated by reference, before you invest in any of our
securities.
We may offer and sell the securities
described in this prospectus, any prospectus supplement and any
related free writing prospectus to or through one or more
underwriters, dealers and agents, or directly to purchasers, or
through a combination of these methods on a continuous or delayed
basis. If any underwriters, dealers or agents are involved in the
sale of any of the securities, their names and any applicable
purchase price, fee, commission or discount arrangement between or
among them will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement. The
price of our public securities and the net proceeds we expect to
receive from the sale of such securities will also be set forth in
a prospectus supplement. See the sections of this prospectus
entitled “About this Prospectus” and “Plan of Distribution” for
more information.
The common stock of Hawaiian Holdings, Inc.
is listed on The Nasdaq Global Select Market (“Nasdaq”) under the
symbol “HA.”
In addition, the selling securityholders
described in this prospectus, including the United States
Department of the Treasury, to which we are issuing warrants in
connection with financial assistance received pursuant to the
Coronavirus Aid, Relief, and Economic Security Act (the “CARES
Act”), may from time to time offer or sell the securities
identified above. The selling securityholders may offer and sell
our securities to or through one or more underwriters, dealers and
agents, or directly to purchasers, or through a combination of
these methods on a continuous or delayed basis. If any
underwriters, dealers or agents are involved in the sale of
securities by the selling securityholders, their names and any
applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from
the information set forth, in the applicable prospectus supplement.
The price to the public of the securities and the net proceeds any
selling securityholders expect to receive from the sale of such
securities will also be set forth in a prospectus supplement. We
will not receive any proceeds from the sale of our securities by
the selling securityholders. See the sections of this prospectus
entitled “About this Prospectus” and “Plan of Distribution” for
more information.
INVESTING IN OUR SECURITIES INVOLVES A
HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON
PAGE 3 OF THIS PROSPECTUS AND IN ANY SIMILAR SECTION CONTAINED
IN OR INCORPORATED BY REFERENCE HEREIN OR IN THE APPLICABLE
PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE
INVESTING IN OUR SECURITIES.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
No securities may be sold without delivery of
this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
The date of this prospectus
is August 7, 2020.