EGGF.WS / EG Acquisition Corp. - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

FlyExclusive Reasons for the Transactions The flyExclusive board of directors has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of flyExclusive and its

Table of Contents As filed with the Securities and Exchange Commission on September 3, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on August 26, 2025

Table of Contents As filed with the Securities and Exchange Commission on August 26, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2025

Table of Contents As filed with the Securities and Exchange Commission on August 26, 2025 Registration No.

Calculation of Filing Fee Tables FORM S-3 POS AM (Form Type) flyExclusive, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 POS AM (Form Type) flyExclusive, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 flyE

flyExclusive, Inc. Q2 2025 Earnings Review August 13, 2025

flyExclusive, Inc. Q2 2025 Earnings Review August 13, 2025 FORWARD-LOOKING INFORMATION. This Presentation contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to flyExclusive the products and services offered by flyExclusive and the markets in which it operates and flyExclusive’s expectations, intentions, strategies, assumptions or beliefs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 13, 2025 flyExclusive, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 13, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1 dated July 30, 2025, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc..

Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 30th, 2025 (this “Amendment No. 1”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 30, 2025 flyExclusive, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 30, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Nu

FlyExclusive Reasons for the Transactions The flyExclusive board of directors has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of flyExclusive and its

Table of Contents As filed with the Securities and Exchange Commission on July 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 25, 2025 flyExclusive, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 25, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Nu

flyExclusive Releases Shares of Class A Common Stock and Warrants from Lock-Up Agreement Action positions Company for future inclusion in the Russell Family of Indices

Exhibt 99.1 flyExclusive Releases Shares of Class A Common Stock and Warrants from Lock-Up Agreement Action positions Company for future inclusion in the Russell Family of Indices KINSTON, N.C.-(BUSINESS WIRE)-flyExclusive, Inc. (NYSEAMERICAN: FLYX) (“flyExclusive” or the “Company”), a leading provider of premium private jet experiences, today announced it has executed a waiver letter (the “Waiver

Waiver Letter, dated July 25, 2025

Exhibit 10.1 Waiver of Lock-up flyExclusive, Inc. Sponsor Shares July 25, 2025 EG Sponsor LLC 375 Park Avenue, 24th Floor New York, NY 10152 Attn: Matthew. A Lux Dear Mr. Lux, This letter is being delivered to you in connection with 5,625,000 shares of Class A Common Stock (the “Shares”) of flyExclusive, Inc. (the “Company”) and warrants to purchase 4,333,333 shares of Class A Common Stock (the “W

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504 June 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar Re: Acceleration Request flyExclusive, Inc. Registration Statement on Form S-3 Filed June 2, 2025 (File No. 333-287720) Ladies and Gentlemen: Pursu

As filed with the Securities and Exchange Commission on June 20, 2025

Table of Contents As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

FlyExclusive Reasons for the Transactions The flyExclusive board of directors has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of flyExclusive and its

Table of Contents As filed with the Securities and Exchange Commission on June 13, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 2, 2025

Table of Contents As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

Form of Indenture.

Exhibit 4.6 FLYEXCLUSIVE, INC. and , as Trustee INDENTURE Dated as of , 202 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. RESERVED 5 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4. RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1. ISSUABLE IN SERIES 7 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 7 2.3. EXECUTION AND

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) flyExclusive, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 fly

As filed with the Securities and Exchange Commission on May 8, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 8, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

Consent of Newbridge Securities Corporation

Exhibit 99.2 CONSENT OF NEWBRIDGE SECURITIES CORPORATION Newbridge Securities Corporation (“Newbridge”) hereby consents to (i) the filing of our fairness opinion dated February 14, 2025 (the “Opinion”) to the Board of Directors of Jet.AI Inc. (“Jet.AI”), as an Annex to the proxy statement/prospectus included in this Registration Statement on Form S-4, and any supplements and amendments thereto, (i

FlyExclusive Reasons for the Transactions The flyExclusive board of directors has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of flyExclusive and its

Table of Contents As filed with the Securities and Exchange Commission on May 6, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 6, 2025 flyExclusive, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 6, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Numb

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) flyExclusive, Inc.

Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Jet.AI Inc. and Jet.AI SpinCo, Inc.

Exhibit 10.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF May 6, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Article I - DEFINITIONS 1.1 Definitions 1.2 Interpretation Article II - THE MERGER 2.1 The Merger 2.2 Closing 2.3 Closing Deliverables; Effective Time 2.4 Certificate of Incorporation

As filed with the Securities and Exchange Commission on April 10, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 10, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 10, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 10, 2025 Registration No.

Trading Policy

Exhibit 19 INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to employees, directors, officers and their assistants, and consultants of flyExclusive, Inc.

Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 21, 2025.

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001, OF FLYEXCLUSIVE, INC. flyExclusive, Inc, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Company”), hereby certifies: FIRST: The Company’s Certificate of Designation of Series B Convertible Preferred St

Second Amendment to Senior Secured Note, effective as of December 31, 2024, by and among LGM Enterprises LLX, Fly Exclusive JetShare, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent.

Exhibit 10.26 Execution Version SECOND AMENDMENT TO SENIOR SECURED NOTE This SECOND AMENDMENT TO SENIOR SECURED NOTE (this “Second Amendment”) is dated as of March 21, 2025 (the “Execution Date”) with retroactive effect to December 31, 2024 (the “Effective Date”), by and among LGM Enterprises, LLC, a North Carolina limited liability company (the “Company” and as “Borrower”), FlyExclusive JetShare,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 flyExclu

Securities Purchase Agreement, dated as of March 21, 2025, between flyExclusive, Inc. and the Purchaser named therein.

Exhibit 10.27 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2025 (the “Closing Date”), among flyExclusive, Inc., a Delaware corporation (the “Company”), and EG Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and s

Description of Capital Stock.

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of flyExclusive, Inc. (the “Company,” “we,” and “our) and certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”), and our Bylaws, are summaries and are qualified by reference to the

Form of Warrant issued on March 21, 2025.

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 7, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Nu

Prospectus Supplement No. 4 dated March 11, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS

Prospectus Supplement No. 4 dated March 11, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 SHAR

Securities Purchase Agreement, effective as of March 7, 2024, by and between flyExclusive, Inc. and the Purchaser named therein.

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2025 (the “Closing Date”), among flyExclusive, Inc.

flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 3 dated March 11, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated December 4, 2024) Registration No. 333-282855 flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus supplement updates, amends and supplements the prospectus date

Separation and Distribution Agreement, dated February 13, 2025, by and among flyExclusive, Inc., Jet.AI Inc., and Jet.AI SpinCo, Inc.

Exhibit 10.1 SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC. TABLE OF CONTENTS Page 1.1 General 5 1.2 References; Interpretation 5 Article II – THE CONTRIBUTION 6 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 6 2.2 Non-Transferable Assets 7 2.3 Conveyancing and Assumption Instruments 8 2.4 F

flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Bu

Exhibit 99.1 flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Business combination transforms Jet.AI into a pure-play AI solutions company KINSTON, NC and LAS VEGAS, NV — flyExclusive Inc. (NYSE Americ

Form of Support Agreement

Exhibit 10.2 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of [ ], 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholder

Prospectus Supplement No. 3 dated February 19, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRA

Prospectus Supplement No. 3 dated February 19, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2025 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fil

flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 2 dated February 19, 2025 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated December 4, 2024) Registration No. 333-282855 flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus supplement updates, amends and supplements the prospectus d

Agreement and Plan of Merger and Reorganization, dated February 13, 2025, by and among by and among flyExclusive, Inc., FlyX Merger Sub, Inc., Jet.AI Inc., and Jet.AI SpinCo, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page 1.1 Definitions 5 1.2 Interpretation 5 Article II - THE MERGER 7 2.1 The Merger 7 2.2 Closing 7 2.3 Closing Deliverables; Effective Time 8 2.4 Certificate of Incorporation and Bylaws of the Survi

As filed with the Securities and Exchange Commission on February 14, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 flyExclusive, Inc.

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) flyExclusive, Inc.

Consent of Newbridge Securities Corporation

Exhibit 99.2 CONSENT OF NEWBRIDGE SECURITIES CORPORATION Newbridge Securities Corporation (“Newbridge”) hereby consents to (i) the filing of our fairness opinion dated February 14, 2025 (the “Opinion”) to the Board of Directors of Jet.AI Inc. (“Jet.AI”), as an Annex to the proxy statement/prospectus included in this Registration Statement on Form S-4, and any supplements and amendments thereto, (i

Prospectus Supplement No. 2 dated December 9, 2024 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRAN

Prospectus Supplement No. 2 dated December 9, 2024 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 SH

flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 1 dated December 9, 2024 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated December 4, 2024) Registration No. 333-282855 flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus supplement updates, amends and supplements the prospectus da

First Amendment to Senior Secured Note, effective as of December 1, 2024, by and among LGM Enterprises LLC, Fly Exclusive JetShare, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent.

Exhibit 10.1 Execution Version FIRST AMENDMENT TO SENIOR SECURED NOTE This FIRST AMENDMENT TO SENIOR SECURED NOTE (this “First Amendment”) is made as of December 1, 2024, by and among LGM Enterprises, LLC, a North Carolina limited liability company (the “Company” and as “Borrower”), FlyExclusive JetShare, LLC, a North Carolina limited liability company (“JetShare” and as “Guarantor”; together with

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 1, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-282855 flyExclusive, Inc. 5,102,000 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the issuance by flyExclusive, Inc., a Delaware corporation (“flyExclusive,” the “Company,” “PubCo,” “we” or “us”), and th

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504 December 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: flyExclusive, Inc. Registration Statement on Form S-1 File No. 333-282855 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, flyExclusive, Inc. (the “Reg

As filed with the Securities and Exchange Commission on November 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) flyExclusive, Inc.

As filed with the Securities and Exchange Commission on October 28, 2024

Table of Contents As filed with the Securities and Exchange Commission on October 28, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement.

Filing fee table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) flyExclusive, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1-Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock,

As filed with the Securities and Exchange Commission on October 15, 2024

As filed with the Securities and Exchange Commission on October 15, 2024 Registration No.

Prospectus Supplement No. 1 dated October 4, 2024 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANT

Prospectus Supplement No. 1 dated October 4, 2024 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated September 20, 2024) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 SHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Michael Guina.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 26, 2024 (the “Effective Date”) by and between Exclusive Jets, LLC (the “Company”), and Michael Guina (“Employee”).

Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Brad Garner.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 26, 2024 (the “Effective Date”) by and between Exclusive Jets, LLC (the “Company”), and Brad Garner (“Employee”).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 26, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fi

Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Matthew Lesmeister.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 26, 2024 (the “Effective Date”) by and between Exclusive Jets, LLC (the “Company”), and Matthew Lesmeister (“Employee”).

flyExclusive Announces Key Addition, Further Strengthening Leadership Team Brad Garner joins the Company as Chief Financial Officer Matt Lesmeister to broaden responsibilities as Chief Operating Officer Mike Guina named Chief Commercial Officer

flyExclusive Announces Key Addition, Further Strengthening Leadership Team Brad Garner joins the Company as Chief Financial Officer Matt Lesmeister to broaden responsibilities as Chief Operating Officer Mike Guina named Chief Commercial Officer KINSTON, NC (September 27, 2024) – flyExclusive, Inc.

flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 SHARE

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276627 flyExclusive, Inc. 2,519,869 SHARES OF CLASS A COMMON STOCK UNDERLYING OUR PUBLICLY TRADED WARRANTS 15,545,274 SHARES OF CLASS A COMMON STOCK BY THE SELLING STOCKHOLDERS 4,333,333 PRIVATE PLACEMENT WARRANTS BY THE SELLING STOCKHOLDERS 4,333,333 SHARES OF CLASS A COMMON STOCK UNDERLYING PRIVATE PLACEMENT WARRANTS BY THE

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504

flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504 September 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: flyExclusive, Inc. Registration Statement on Form S-1 File No. 333-276627 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, flyExclusive, Inc. (the “R

* * * * *

Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.

flyExclusive Enters Exclusive Agreement to Provide Aircraft Management Services to Volato Group Inc. Agreement enables Volato’s customers to benefit from flyExclusive’s vertically integrated operating platform

flyExclusive Enters Exclusive Agreement to Provide Aircraft Management Services to Volato Group Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 2, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fil

Aircraft Management Services Agreement, dated September 2, 2024.

Exhibit 10.1 AIRCRAFT MANAGEMENT SERVICES AGREEMENT This Aircraft Management Services Agreement (this "Agreement"), is made and entered as of September 2, 2024 (the “Effective Date”), by and among flyExclusive, Inc., a Delaware corporation ("Service Provider"), and Volato Group, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company desires to retain the Service Provider to provide cer

As filed with the Securities and Exchange Commission on August 27, 2024

Table of Contents As filed with the Securities and Exchange Commission on August 27, 2024 Registration No.

* * * * *

Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 flyE

flyExclusive Announces $25 Million Preferred Equity Investment; Reports First Quarter 2024 Financial Results

flyExclusive Announces $25 Million Preferred Equity Investment; Reports First Quarter 2024 Financial Results KINSTON, NC (August 8, 2024) – flyExclusive, Inc.

Form of Warrant issued in August 2024.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

FLYX / flyExclusive, Inc. / Hymowitz Gregg - SC 13D/A Activist Investment

SC 13D/A 1 d884559dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* flyExclusive, Inc. (f/k/a EG Acquisition Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 343928107 (CUSIP Number) Gregg S. Hymowitz 375 Park Avenue, 24th Floor New York

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 8, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File N

Securities Purchase Agreement, dated as of August 5, 2024, by and among flyExclusive, Inc., EnTrust Emerald (Cayman) LP and EG Sponsor LLC (including Form of Warrant and Certificate of Designations).

EX-10.1 2 d884559dex101.htm EX-10.1 Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2024 (the “Initial Closing Date”), among flyExclusive, Inc., a Delaware corporation (the “Company”), EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and EG Sponsor LLC, a Delaware limited liabi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 fly

Certificate of Designation of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on August 8, 2024.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001, OF FLYEXCLUSIVE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), flyExclusive, Inc., a corporation duly organized and validly existing under the DGCL (the “Issuer” or the “Company”), in accordance with the provisions of Section 103 thereof, does here

Securities Purchase Agreement, dated August 8, 2024, by and among flyExclusive, Inc. and the Purchasers named therein.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2024 (the “Initial Closing Date”), among flyExclusive, Inc., a Delaware corporation (the “Company”), EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and EG Sponsor LLC, a Delaware limited liability company (“EG Sponsor” and together with EnTrust,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 18, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Nu

flyExclusive Appoints Matt Lesmeister as Chief Financial Officer Zach Nichols has been promoted to Chief Accounting Officer

flyExclusive Appoints Matt Lesmeister as Chief Financial Officer Zach Nichols has been promoted to Chief Accounting Officer KINSTON, NC (June 25, 2024) – flyExclusive, Inc.

FlyExclusive Receives Notice from NYSE American Regarding Late Filing of Quarterly Report on Form 10-Q

FlyExclusive Receives Notice from NYSE American Regarding Late Filing of Quarterly Report on Form 10-Q Kinston, NC, May 28, 2024 – flyExclusive, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

• UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 21, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File N

* * * * *

Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.

As filed with the Securities and Exchange Commission on May 10, 2024 Registration No. 333-276627 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under THE SECURI

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-40444 FORM 12b-25 CUSIP NUMBER: 343928107 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: March 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

flyExclusive Compensation Recovery Policy.

Compensation Recovery Policy I.Introduction The Board of Directors (the “Board”) of flyExclusive, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy wh

flyExclusive Reports Full Year 2023 Financial Results

flyExclusive Reports Full Year 2023 Financial Results KINSTON, NC, May 1, 2024- flyExclusive, LLC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 1, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40444 flyExclu

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of flyExclusive, Inc. (the “Company,” “we,” and “our) and certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”), and our Bylaws, are summaries and are qualified by reference to the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

• UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 17, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

FlyExclusive Receives Notice from NYSE American Regarding Late Filing of Annual Report on Form 10-K

FlyExclusive Receives Notice from NYSE American Regarding Late Filing of Annual Report on Form 10-K Kinston, NC, April 22, 2024 – flyExclusive, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-40444 FORM 12b-25 CUSIP NUMBER: 343928107 NOTIFICATION OF LATE FILING (Check one): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition R

Form of Warrant issued March 4, 2024.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

flyExclusive Announces $25 Million Equity Investment Capital to fund flyExclusive’s working capital, including aircraft acquisition plans

flyExclusive Announces $25 Million Equity Investment Capital to fund flyExclusive’s working capital, including aircraft acquisition plans KINSTON, NC (March 5, 2024) – flyExclusive, Inc.

Securities Purchase Agreement, dated March 4, 2024, by and between flyExclusive, Inc. and the Purchaser named therein.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2024 (the “Closing Date”), between flyExclusive, Inc., a Delaware corporation (the “Company”), and EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 4, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File Nu

Certificate of Designation of Series A Non- Convertible Redeemable Preferred Stock, filed with the Delaware Secretary of State on March 4, 2024

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A NON-CONVERTIBLE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.0001, OF FLYEXCLUSIVE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), flyExclusive, Inc., a corporation duly organized and validly existing under the DGCL (the “Issuer” or the “Company”), in accordance with the provisions of Section 103 the

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to file with the Securities and Exchange Commission joint Schedules 13G and any amendments thereto with respect to the flyExclusive securities owned by them, and further agree that this Joint Filing Agreement shall be included as an Exhibit to su

EnTrust Magnolia Partners LP - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* flyExclusive, Inc. (f/k/a EG Acquisition Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 343928107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the app

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-eggf123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* EG Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26846A209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

EGGF / EG Acquisition Corp. / Third Point LLC - SCHEDULE 13D Activist Investment

SC 13D 1 t71227998a.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* flyExclusive, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26846A100 (CUSIP Number) Joshua L. Targoff Third Point LLC 55 Hudson Yards New York, NY 10001 (212) 7

JOINT FILING AGREEMENT

EX-99.1 2 t71227998b.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Saba Capital Management, L.P. - FORM SC 13G/A

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* FLYEXCLUSIVE, Inc. (formerly known as EG Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 343928107 (CUSIP Number) December 31, 2023 (Date of Event which Requires

INTEGRATED CORE STRATEGIES (US) LLC

SC 13G/A 1 FLYXSC13GA.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) FLYEXCLUSIVE, INC. (formerly EG Acquisition Corp.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 343928107 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing

Investment Proceeds to Accelerate Fractional Program Growth

Exhibit 99.1 Investment Proceeds to Accelerate Fractional Program Growth KINSTON, NC (January 26, 2024) – flyExclusive (NYSEAMERICAN: FLYX) (“flyExclusive” or the “Company”), a publicly-traded provider of premium private jet charter experiences, today announced the execution of a two-year revolving credit facility for up to $25.8 million with ETG FE LLC, an investment vehicle managed by EnTrust Gl

Senior Secured Note, dated January 26, 2024, by and among FlyExclusive Jet Share, LLC, flyExclusive, Inc., LGM Enterprises, LLC, ETG FE LLC, as initial noteholder, any noteholders party thereto from time to time, Kroll Agency Services, Limited, as administrative agent and Kroll Trustee Services, Limited, as collateral agent.

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SENIOR SECURED NOTE This Senior Secured Note (this “Note”) is entered into as of January 26, 2024 (the “Closing Date”) by and among FlyExclusive Jet Share, LLC, a North Carolina limited

Security Agreement, dated January 26, 2024, by FlyExclusive Jet Share, LLC in favor of Kroll Trustee Services, Limited, as collateral agent.

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of January 26, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by FlyExclusive Jet Share, LLC, a North Carolina limited liability company, as grantor (the “Grantor”), in favor of Kroll Trustee Services, Limited,

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 26, 2024 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

List of Subsidiaries.

Exhibit 21.1 Listing of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Exclusive Jets, LLC North Carolina Jetstream Aviation, LLC North Carolina LGM Enterprises, LLC North Carolina

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) flyExclusive, Inc.

As filed with the Securities and Exchange Commission on January 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 flyExclusive, Inc.

Table of Contents As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.

EGGF / EG Acquisition Corp. / Hymowitz Gregg - SC 13D Activist Investment

SC 13D 1 d705854dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* flyExclusive, Inc. (f/k/a EG Acquisition Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 343928107 (CUSIP Number) Gregg S. Hymowitz 375 Park Avenue, 24th Floor New York, NY 1

Joint Filing Agreement, dated January 8, 2024, by and among Gregg Hymowitz, Sponsor, EnTrust Global Management GP LLC, and GH Onshore GP LLC.

EX-99.1 3 d705854dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned beneficial owners of shares of flyExclusive, Inc. (“flyExclusive”) hereby agree to file with the Securities and Exchange Commission joint Schedules 13D and any amendments thereto with respect to the flyExclusive securities owned by

EGGF / EG Acquisition Corp. / Segrave Thomas James Jr. - SC 13D Activist Investment

SC 13D 1 d670652dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* flyExclusive, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 343928107 (CUSIP Number) Thomas James Segrave, Jr. c/o flyExclusive, Inc. 2860 Jetport Road Kinston, Nort

Incremental Amendment to Senior Subordinated Convertible Note, dated as of October 28, 2022, by and among Entrust Emerald (Cayman) LP, EG, LGM, ETG Omni LLC, and Entrust Magnolia Partners LP.

EX-10.4 2 d705854dex104.htm EX-10.4 Exhibit 10.4 Execution Version THIS INCREMENTAL AMENDMENT, THE NOTE REFERRED TO HEREIN, AND THE SECURITIES INTO WHICH SUCH NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40444 FLYEXCLUSIVE, INC. N

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40444 FLYEXCLUSIVE, INC. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 2860 Jet

Stockholders’ Agreement, dated as of December 27, 2023 by and among EG Acquisition Corp., Thomas James Segrave, Jr., the Existing Equityholders listed therein and EG Sponsor LLC.

Exhibit 10.1 STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”) is made as of December 27, 2023, by and among (i) EG Acquisition Corp., a Delaware corporation (the “Company”); (ii) Thomas James Segrave Jr. (“Segrave”); (iii) Thomas James Segrave, Jr., as custodian for Laura Grace Segrave (“LG Trust”); (iv) Thomas James Segrave, Jr., as custodian for Madison Lee Segrave, (“ML T

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 27, 2023 flyExclusive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fil

INDEX TO FINANCIAL STATEMENTS OF LGM ENTERPRISES, LLC Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS OF LGM ENTERPRISES, LLC Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months ended September 30, 2023, and 2022 (unaudited) Condensed Consolidated Statements of Members’ (Deficit) Equity for the nine months ended

Second Amended and Restated Certificate of Incorporation of EG Acquisition Corp.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of EG ACQUISITION CORP. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) December 27, 2023 EG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is EG Acquisition C

Letter from Marcum LLP to the Securities and Exchange Commission, dated January 3, 2024.

Exhibit 16.1 January 3, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by EG Acquisition Corp. under Item 4.01 of its Form 8-K dated January 3, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of EG Acquisition Corp. contained

flyExclusive Inc. 2023 Equity Incentive Plan.

Exhibit 10.10 FLYEXCLUSIVE, INC. 2023 EQUITY INCENTIVE PLAN 2023 Equity Incentive Plan Approved by the Board and Stockholders on November 10, 2023 and December 18, 2023, respectively 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel to serve as Employees, Directors or Consultants; to provide additional incentives to Employees, Directors and C

Executive Employment Agreement by and between LGM Enterprises, LLC and Michael Guina, effective April 21, 2023.

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 21, 2023 (the “Effective Date’’) by and between LGM Enterprises, LLC (the “Company”, and Michael Guina (“Executive”). Each of the Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.” TERMS In consideration of the foregoing pr

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms appearing in this unaudited pro forma condensed combined financial information that are not defined within this Form 8-K are defined within the Equity Purchase Agreement exhibit attached to this Form 8-K. Introduction The following unaudited pro forma condensed combined financial information is provided to

Sublease Agreement, dated January 1, 2021, by and between Kinston Jet Center, LLC and Exclusive Jets, LLC.

Exhibit 10.13 SUBLEASE AGREEMENT [Kinston Jet Center, LLC ~ Exclusive Jets, LLC] This Sublease dated as of January 1, 2021, is made between Kinston Jet Center, LLC (Hereinafter “Sublandlord”) and Exclusive Jets, LLC d/b/a flyExclusive (Hereinafter “Subtenant”). ARTICLE I: Defined Terms; Background 1. Each reference in this Sublease to the capitalized terms set forth below shall have the meanings g

Bylaws of flyExclusive, Inc.

Exhibit 3.2 BYLAWS OF FLYEXCLUSIVE, INC. I. CORPORATE OFFICES 1.1 Registered Office The registered office of flyExclusive, Inc. (the “Corporation”) is 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent of the Corporation at such location is Corporation Service Company. 1.2 Other Offices The board of directors (the “Board”) may at any time estab

flyExclusive Inc. Employee Stock Purchase Plan.

Exhibit 10.11 FLYEXCLUSIVE, INC. EMPLOYEE STOCK PURCHASE PLAN December 27, 2023 1. Establishment of Plan; Purposes. The purpose of the Plan is to provide Eligible Employees of the Company with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company and Participating Subsidiaries, a

Executive Employment Agreement by and between LGM Enterprises, LLC and Thomas James Segrave, Jr., effective April 1, 2023.

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1st, 2023 (the “Effective Date”) by and between LGM Enterprises, LLC (the “Company”), and Thomas James Segrave, Jr. (“Executive”). Each of the Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.” TERMS In consideration of the

Form of Director and Officer Indemnification Agreement

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of [•], is by and between flyExclusive, Inc., a Delaware corporation (the “Company”) and [•] (the “Indemnitee”). WHEREAS, [Indemnitee is [a director or an officer of the Company]] OR [the Company expects Indemnitee to join the Company as [a director or an officer]]; WHEREAS, both the Company and Indemnite

Master Note between Exclusive Jets, LLC as Borrower, and The Northern Trust Company as Lender, dated as of March 15, 2023.

Exhibit 10.12 Obligor File Name: Exclusive Jets, LLC, a North Carolina Limited Liability Company Loan Account #[ ] Officer Name: [ ] Officer email address: [ ] Amount $60,000,000.00 Dated as of March 15, 2023 MASTER NOTE This Note (as modified from time to time, the “Note”) has been executed by Exclusive Jets, LLC, a limited liability company organized under the law of the State of North Carolina

Amended and Restated Operating Agreement of LGM Enterprises, LLC.

Exhibit 10.4 AMENDED AND RESTATED OPERATING AGREEMENT OF LGM ENTERPRISES, LLC (A North Carolina Limited Liability Company) Dated as of December 27, 2023 THE OWNERSHIP INTERESTS AND UNITS REPRESENTED BY THIS AMENDED AND RESTATED OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH OWNERSHIP INTER

Senior Secured Note, dated December 1, 2023, by and among LGM Enterprises LLC, FlyExclusive Jet Share, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent and Kroll Trustee Services Limited, as collateral agent.

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Tax Receivable Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., LGM Enterprises, LLC, Thomas James Segrave, Jr., as TRA Holder Representative, and the TRA Holders named therein.

Exhibit 10.3 TAX RECEIVABLE AGREEMENT THIS TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 27, 2023, is hereby entered into by and among EG Acquisition Corp., a Delaware corporation (the “Corporation”), LGM Enterprises LLC, a North Carolina limited liability company (

List of Subsidiaries.

Exhibit 21.1 Listing of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Exclusive Jets, LLC North Carolina Jetstream Aviation, LLC North Carolina LGM Enterprises, LLC North Carolina

Amended and Restated Registration Rights Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., EG Sponsor LLC, EnTrust Emerald (Cayman) LP, ETG FE LLC, ETG Omni LLC, EnTrust Magnolia Partners LP, and other parties thereto.

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2023, is made and entered into by and among EG Acquisition Corp., a Delaware corporation (the “Company”), EG Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Existing Holders on th

EGGF / EG Acquisition Corp. / BTIG, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Flyexclusive Inc (Name of Issuer) Common Shares (Title of Class of Securities) 343928107 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Requires Filing of this Statement

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 08, 2024, pursuant to the provisions of Rule 12d2-2 (a).

flyExclusive and EG Acquisition Corporation Announce Closing of Business Combination flyExclusive Common Stock Expected to Begin Trading on December 28, 2023 on the NYSE American Under Ticker Symbol “FLYX”

Exhibit 99.1 flyExclusive and EG Acquisition Corporation Announce Closing of Business Combination flyExclusive Common Stock Expected to Begin Trading on December 28, 2023 on the NYSE American Under Ticker Symbol “FLYX” KINSTON, NC, December 27, 2023 – flyExclusive, a leading provider of premium private jet charter experiences, and EG Acquisition Corp. (NYSE: EGGF), a Special Purpose Acquisition Co

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-1740840 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 FLYEXCLUSIVE INC. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fil

Form of Warrant Exchange Agreement, dated December 26, 2023, by and between the Company and various Holders.

Exhibit 10.2 FORM OF WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of December , 2023, is by and between EG ACQUISITION CORP., a Delaware corporation (the “Company”), and the holder named on the signature page hereto (the “Holder”). WHEREAS, the Holder is the record and beneficial owner of Warrants to purchase shares of the Company’s common stock, par valu

Form of Non-Redemption Agreement, dated December 26, 2023, by and among the Company, LGM, Mr. Segrave and an unaffiliated third party investor.

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of December , 2023 by and among EG Acquisition Corp. (“EG” or the “Company”), a Delaware corporation, LGM Enterprises, LLC, a North Carolina limited liability company (“LGM”), Thomas James Segrave, Jr. (“Mr. Segrave”) and the undersigned investors (collectively, the “Investor”). RECITALS WH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 EG ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission

EG Acquisition Corp. Announces Update on Business Combination and Annual Meeting

EX-99.1 Exhibit 99.1 EG Acquisition Corp. Announces Update on Business Combination and Annual Meeting New York, NY, December 21, 2023 — EG Acquisition Corp. (the “Company” or “EG”) (NYSE: EGGF), a Special Purpose Acquisition Company (SPAC) sponsored by EnTrust Global and GMF Capital, today announced that, in connection with its previously announced proposed business combination (the “Business Comb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 EG ACQUISITION

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 EG ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission

EG Acquisition Corp. Announces Update on Business Combination and Annual Meeting

Exhibit 99.1 EG Acquisition Corp. Announces Update on Business Combination and Annual Meeting New York, NY, December 19, 2023 — EG Acquisition Corp. (the “Company” or “EG”) (NYSE: EGGF), a Special Purpose Acquisition Company (SPAC) sponsored by EnTrust Global and GMF Capital, today announced that at a special meeting of EG stockholders (the “Special Meeting”) held yesterday, EG’s stockholders vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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December 15, 2023 VIA EDGAR Mr. Timothy S. Levenberg Ms. Irene Barberena-Meissner Ms. Pamela Long Division of Corporation Finance Office of Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: EG Acquisition Corp. Proxy Statement on Schedule 14A Filed November 13, 2023 File No. 001-40444 Proxy Statement on Schedule 14A Filed December 7, 2023 File No. 001-40444 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 EG ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission

DI S CL A I M E RS AN D O T H E R IM P OR T A N T IN F OR M A T ION This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to

Exhibit 99.1 1 DI S CL A I M E RS AN D O T H E R IM P OR T A N T IN F OR M A T ION This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential acquisition by EG Acquisition Corp (“EGGF”) of LGM Enterprises, LLC and its affiliates, together doing business as “flyExcl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 EG ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐

SEC FILE NUMBER 001-40444 CUSIP NUMBER 26846A100 26846A118 26846A209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

November 13, 2023

November 13, 2023 VIA EDGAR Mr. Timothy S. Levenberg Ms. Irene Barberena-Meissner Division of Corporation Finance Office of Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: EG Acquisition Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed November 7, 2023 File No. 001-40444 Dear Mr. Levenberg and Ms. Barberena-Meissner, On behalf of our client E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

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November 6, 2023 VIA EDGAR Mr. Timothy S. Levenberg Ms. Irene Barberena-Meissner Division of Corporation Finance Office of Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: EG Acquisition Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed October 17, 2023 File No. 001-40444 Dear Mr. Levenberg and Ms. Barberena-Meissner, On behalf of our client EG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

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October 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Trans

SEC FILE NUMBER 001-40444 CUSIP NUMBER 26846A100 26846A118 26846A209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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August 14, 2023 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 EG ACQUISITION CORP

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 EG ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

DI S CL A I M E RS AN D O T H E R IM P OR T A N T IN F OR M A T ION This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to

EX-99.1 Exhibit 99.1 ANALYST DAY June 15, 2023 1 DI S CL A I M E RS AN D O T H E R IM P OR T A N T IN F OR M A T ION This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential acquisition by EG Acquisition Corp (“EGGF”) of LGM Enterprises, LLC and its affiliates, t

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned a

EGGF / EG Acquisition Corp - Class A / Third Point LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EG Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26846A100 (CUSIP Number) June 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP.

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commissi

Promissory Note, dated June 1, 2023, issued by EG Acquisition Corp. to EG Sponsor, LLC.

EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

Promissory Note, dated June 1, 2023, issued by EG Acquisition Corp. to EG Sponsor, LLC.

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP.

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 EG ACQUISITION CORP.

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commissi

Amendment to the Amended and Restated Certificate of Incorporation of EG Acquisition Corp., dated May 25, 2023

EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EG ACQUISITION CORP. May 25, 2023 EG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “EG Acquisition Corp.” The original certificate of incorporation was filed with the Secreta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 EG ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1 to Investment Management Trust Agreement, dated May 25, 2023

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 25, 2023, by and between EG Acquisition Corp., a Delaware Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name of

SEC FILE NUMBER

NT 10-Q SEC FILE NUMBER 001-40444 CUSIP NUMBER 26846A100 26846A118 26846A209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EG Acquisition Corp. Announces Postponement of Special Meeting to to May 19, 2023

EX-99.1 Exhibit 99.1 EG Acquisition Corp. Announces Postponement of Special Meeting to to May 19, 2023 NEW YORK (May 12, 2023) — EG Acquisition Corp. (NYSE: EGGF) (“EG” or the “Company”), a Special Purpose Acquisition Company (“SPAC”), sponsored by EnTrust Global and GMF Capital, announced today that its previously announced special meeting (the “Meeting”), for the purpose of considering and votin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 EG ACQUISITION CORP.

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Calculation of Filing Fee Tables FORM PRE 14A (Form Type) EG Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Title of each class of securities to be registered Aggregate number of securities to which transaction applies Propo

EX-FILING FEES 2 d446572dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM PRE 14A (Form Type) EG Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Title of each class of securities to be registered Aggregate number of securities to which transaction applies Proposed maximum aggregate value of transaction(2) Total fee(3) Common stock, par valu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendment No. 1 to Equity Purchase Agreement, dated as of April 21, 2023, by and among LGM Enterprises, LLC, EG Acquisition Corp. and the LGM Existing Equityholders listed on Annex A of the Equity Purchase Agreement.

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT This AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 21, 2023, by and among EG Acquisition Corp., a Delaware corporation (“EGA”); LGM Enterprises, LLC, a North Carolina limited liability company (“LGM”); and the existing equityholders of LGM (the “Existing Equityholders” and, together with E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 EG ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40444 EG ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ T

NT 10-K SEC FILE NUMBER 001-40444 CUSIP NUMBER 26846A100 26846A118 26846A209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

EGGF / EG Acquisition Corp. / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EG Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 26846A100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 ff168714113ga-ex991.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of EG Acquisition Corp. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned w

EGGF / EG Acquisition Corp. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

SC 13G/A 1 eggfa121423.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EG Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26846A100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the a

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / PointState Capital LP Passive Investment

SC 13G/A 1 ff168714113ga-egacq.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 EG ACQUISITION CORP. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 26846A209** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

EGGF / EG Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* EG Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 26846A100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

EGGF / EG Acquisition Corp. / EG Sponsor LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EG Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 26846A100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

EGGF / EG Acquisition Corp. / BTIG, LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EG Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 26846A100 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Require

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d388383ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d417434ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d416789ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d306736ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Equity Purchase Agreement, dated as of October 17, 2022, by and among LGM Enterprises LLC, EGA Acquisition Corp., EG Sponsor LLC, the Existing Equityholder Representative and the Existing Equityholders listed on Annex A thereto.

Exhibit 2.1 Execution Version EQUITY PURCHASE AGREEMENT dated October 17, 2022 by and among LGM ENTERPRISES, LLC, EG ACQUISITION CORP., EG SPONSOR LLC, THE EXISTING EQUITYHOLDERS LISTED ON ANNEX A, and THE EXISTING EQUITYHOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE TRANSACTIONS 19 2.1 Existing Company Interests Re-classification; Purchase and Sa

Senior Subordinated Convertible Note, dated as of October 17, 2022, by and among LGM Enterprises, LLC, as the Borrower, EnTrust Emerald (Cayman) LP, as the Initial Noteholder, any noteholders party thereto from time to time and EG Acquisition Corp.

Exhibit 10.1 Execution Version THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d417205ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 EG ACQUISITION C

DEFA14A 1 d308193ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisd

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 EG ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40444 86-1740840 (State or other jurisdiction of incorporation) (Commission F

flyExclusive has entered into a business combination agreement with EG Acquisition Corp. (NYSE: EGGF); the combined company is expected to trade on the NYSE In just over seven years, flyExclusive has become one of the nation’s five largest private je

Exhibit 99.1 flyExclusive, One of the Fastest-Growing Providers of Premium Private Jet Charter Experiences, to Become Publicly Traded via Business Combination Agreement with EG Acquisition Corp. flyExclusive has entered into a business combination agreement with EG Acquisition Corp. (NYSE: EGGF); the combined company is expected to trade on the NYSE In just over seven years, flyExclusive has becom

D I S C L A I M E R S A N D O T H E R I M P O R T A N T I N F O R M A T I O N This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with r

Exhibit 99.2 1 D I S C L A I M E R S A N D O T H E R I M P O R T A N T I N F O R M A T I O N This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential acquisition by EG Acquisition Corp (?EGGF?) of LGM Enterprises, LLC and its affiliates, together doing business a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name of R

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / BTIG, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* EG Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 26846A209 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EG ACQUISITION CORP. (Exact Name of

EGGF / EG Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* EG Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 26846A100 (CUSIP Number) April 22, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40444 EG ACQUISITION C

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / BTIG, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* EG Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 26846A209 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Re

SEC FILE NUMBER

NT 10-K 1 d326230dnt10k.htm NT 10-K SEC FILE NUMBER 001-40444 CUSIP NUMBER 26846A100 26846A118 26846A209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Re

EGGF.U / EG Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of on / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-eggf123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EG Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26846A209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check t

EGGF / EG Acquisition Corp. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EG Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26846A100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi