flyExclusive Completes Business Combination, Now Publicly Traded

TL;DR

**flyExclusive is officially public, opening up new investment opportunities in private jets.**

AI Summary

flyExclusive, Inc. (formerly EG Acquisition Corp.) completed its business combination on December 27, 2023, becoming a publicly traded company. This means investors can now buy and sell shares of flyExclusive, a private jet company, on the stock market. This matters to potential investors because it provides a new opportunity to invest in the private aviation sector, but also introduces the company to public market scrutiny and reporting requirements.

Why It Matters

This filing signals flyExclusive's transition from a private entity to a publicly traded company, making its shares accessible to a broader range of investors and subjecting it to public market regulations.

Risk Assessment

Risk Level: medium — While becoming public offers liquidity, it also exposes the company to market volatility and increased regulatory scrutiny, which can impact stock performance.

Analyst Insight

Investors interested in the private aviation sector should research flyExclusive's financials and business model now that it is publicly traded, considering its potential for growth and the inherent risks of public market exposure.

Key Players & Entities

• flyExclusive, Inc. (company) — the registrant that completed a business combination
• EG Acquisition Corp. (company) — the former name of the registrant
• December 27, 2023 (date) — the date of the earliest event reported, the completion of the business combination

Forward-Looking Statements

• flyExclusive will experience increased trading volume as it becomes more widely known to public investors. (flyExclusive, Inc.) — medium confidence, target: Q1 2024
• The company will face heightened scrutiny from financial analysts and media due to its public listing. (flyExclusive, Inc.) — high confidence, target: Q2 2024

FAQ

Key Financial Figures

• $11.50 — A Common Stock at an exercise price of $11.50 per share FLYX WS NYSE American LLC
• $0.0001 — ares of class B common stock, par value $0.0001 per share, of EGA ("EGA Class B Common
• $98,753,336.88 — by LGM, was deemed to have contributed) $98,753,336.88 (the "Contribution Amount") to LGM. Imm
• $6,230,014.89 — on of the Contribution Amount, LGM paid $6,230,014.89 in transaction expenses by wire transfe
• $50,000,000 — rrowed an aggregate principal amount of $50,000,000 at a rate of 10% per annum, payable in
• $35,000,000 — ms for an aggregate principal amount of $35,000,000 (together with the subordinated convert
• $85,000,000 — principal amount of the Bridge Notes to $85,000,000 in the aggregate. On December 27, 2023
• $15,714,286 — principal amount of the Senior Note is $15,714,286. Interest on the Senior Note accrues d
• $2,500,000 — tstanding principal amount in excess of $2,500,000, and certain events of insolvency/reorg
• $10.91 — res for cash at an approximate price of $10.91 per share, for an aggregate of approxim
• $31,899,137 — hare, for an aggregate of approximately $31,899,137.65, which was paid to such holders on t

Filing Documents

• d557329d8k.htm (8-K) — 446KB
• d557329dex31.htm (EX-3.1) — 51KB
• d557329dex32.htm (EX-3.2) — 184KB
• d557329dex101.htm (EX-10.1) — 65KB
• d557329dex102.htm (EX-10.2) — 123KB
• d557329dex103.htm (EX-10.3) — 158KB
• d557329dex104.htm (EX-10.4) — 320KB
• d557329dex106.htm (EX-10.6) — 352KB
• d557329dex107.htm (EX-10.7) — 55KB
• d557329dex108.htm (EX-10.8) — 65KB
• d557329dex109.htm (EX-10.9) — 65KB
• d557329dex1010.htm (EX-10.10) — 111KB
• d557329dex1011.htm (EX-10.11) — 66KB
• d557329dex1012.htm (EX-10.12) — 81KB
• d557329dex1013.htm (EX-10.13) — 54KB
• d557329dex161.htm (EX-16.1) — 2KB
• d557329dex211.htm (EX-21.1) — 2KB
• d557329dex991.htm (EX-99.1) — 435KB
• d557329dex992.htm (EX-99.2) — 406KB
• 0001193125-24-001570.txt ( ) — 3847KB
• flyx-20231227.xsd (EX-101.SCH) — 3KB
• flyx-20231227_def.xml (EX-101.DEF) — 16KB
• flyx-20231227_lab.xml (EX-101.LAB) — 26KB
• flyx-20231227_pre.xml (EX-101.PRE) — 17KB
• d557329d8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Stockholders' Agreement On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, the Existing Equityholders and Sponsor entered into a stockholders' agreement (the "Stockholders' Agreement"). The material terms of the Stockholders' Agreement are described in the section of the Proxy Statement beginning on page 169 titled "Proposal No. 1 — The Transaction Proposal — Related Agreements — Stockholders' Agreement." Such description is qualified in its entirety by the full text of the Stockholders' Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference. A&R Registration Rights Agreement On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, Sponsor and the other parties listed under "New Holders" on the signature page of the amended and restated registration rights agreement (the "A&R Registration Rights Agreement") entered into the A&R Registration Rights Agreement. The material terms of the A&R Registration Rights Agreement are described in the section of the Proxy Statement beginning on page 169 titled "Proposal No. 1 — The Transactional Proposal — Related Agreements —Registration Rights Agreement." Such description is qualified in its entirety by the text of the A&R Registration Rights Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference. - 3 - Tax Receivable Agreement On December 27, 2023, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, LGM, the Existing Equityholders and Thomas James Segrave, Jr., as the TRA Holder Representative, entered into a tax receivable agreement (the "Tax Receivable Agreement"). The mater

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. EGA held a special meeting of stockholders on December 18, 2023 to approve, among other things, the Business Combination (the "Special Meeting"). The stockholders approved the Business Combination at the Special Meeting and the Business Combination was completed on December 27, 2023. Consideration Payable to EGA's Stockholders in the Business Combination In connection with the Business Combination, holders of 2,924,907 shares of EGA Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $10.91 per share, for an aggregate of approximately $31,899,137.65, which was paid to such holders on the Closing Date. Upon completion of the Business Combination, 1,000 shares of EGA Class B Common Stock held by Sponsor converted into shares of EGA Class A Common Stock immediately prior to the Business Combination, which then converted into 1,000 shares of PubCo Class A Common Stock at the Closing. Consideration Payable to the Existing Equityholders in the Business Combination In connection with the Business Combination, the Existing Equityholders received 60,000,000 shares of non-economic, voting PubCo Class B Common Stock, coupled with their 60,000,000 LGM Common Units. As previously reported, at the closing of the Business Combination, Jim Segrave, an Existing Equityholder, transferred to a third party investor (in connection with a non-redemption agreement) (the "Non-Redemption Agreement") an aggregate of 70,000 shares of PubCo Class A Common Stock, which were issued upon the conversion of 70,000 LGM Common - 5 - Units that were issued to Mr. Segrave in connection with the consummation of the Business Combination. Mr. Segrave also forfeited 70,000 shares of PubCo Class B Common Stock in connection therewith. As a resulting, following the Business Combin

Forward-Looking Statements

Forward-Looking Statements Some of the information contained in this Current Report on Form 8-K, or incorporated herein by reference, contains forward-looking statements. When contained in this Current Report on Form 8-K, and incorporated herein by reference, the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's management's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks that the Business Combination disrupts current

Business

Business The information set forth in the section entitled "Other Information about LGM" beginning on page 234 of the Proxy Statement is incorporated herein by reference.

Risk Factors

Risk Factors The information set forth in the section entitled "Risk Factors" beginning on page 65 of the Proxy Statement is incorporated herein by reference. Financial Information The audited financial statements of EGA as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022 are set forth in the Proxy Statement beginning on page F-2 and are incorporated herein by reference. The unaudited financial statements of EGA as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are set forth in the EGA Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 17, 2023 and are incorporated herein by reference. The audited financial statements of LGM as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022 are set forth in the Proxy Statement beginning on page F-55 and are incorporated herein by reference. The unaudited financial statements of LGM as of September 30, 2023 and for nine months ended September 30, 2023 and 2022 are set forth in Exhibit 99.1 hereto and are incorporated by reference herein. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2023 are set forth in Exhibit 99.2 hereto and are incorporated by reference herein. - 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk The Management's Discussion and Analysis of Financial Condition and Results of Operations of EGA for the three and nine months ended September 30, 2023 and 2022 is set forth in the EGA Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 17, 2023 and is incorporated herein by reference. The Management's Discussion and Analysis of Financial Condition and Results of Operations of LGM for the nine months en

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LGM You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risk, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions and forecasts. Our actual results could differ materially from those discussed in these forward-looking statements as a result of several factors, including those set forth under the section of this prospectus titled "Risk Factors" and elsewhere in this prospectus. Please refer to the section of this prospectus titled "Cautionary Note Regarding Forward-Looking Statements." Unless the context otherwise requires, references in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" section to "flyExclusive," "we," "us," "our," and "the Company" are intended to mean the business and operations of LGM Enterprises, LLC and its consolidated subsidiaries for all periods discussed. Overview of Our Business FlyExclusive is a premier owner and operator of curated private aviation experiences dedicated to surpassing passenger expectations for quality, convenience, and safety. Our mission is to be the world's most vertically integrated private aviation company through capital-efficient program growth, an industry-leading pricing model, optimal dispatch availability, in-house training, and a controlled premium customer experience on modernized aircraft. As of September 30, 2023, we had 100 aircraft in our owned and leased fleet that includes light, midsize, super-midsize, and large jets. As one of the nation's largest Citation operators, flyExclusive has curated a versatile fleet of Citation CJ3 / CJ3+, Citation Excel / XLS / XLS+, Citation Encore

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View this 8-K filing on SEC EDGAR