FlyExclusive Inc. Files 8-K with Key Corporate Updates

TL;DR

FLYX filed an 8-K detailing material agreements, equity sales, and charter changes.

AI Summary

On March 4, 2024, FLYEXCLUSIVE INC. (formerly EG Acquisition Corp.) filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, and material modifications to security holder rights. The company also amended its articles of incorporation or bylaws and reported other events, alongside financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by FlyExclusive Inc., which could impact its structure, operations, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and modifications to security holder rights, which can introduce complexity and potential risks.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's financial reporting cycle.)

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Registrant
• EG Acquisition Corp. (company) — Former Company Name
• March 4, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-40444 (identifier) — SEC File Number

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 — e Redeemable Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stoc
• $1,000 — eferred Stock"), at a purchase price of $1,000 per share and a warrant (the "Warrant")
• $25 million — and provides the Company approximately $25 million of capital. Gregg S. Hymowitz, a member
• $0.01 — of the Warrant, at an exercise price of $0.01 per share. The Warrant is exercisable b
• $11,250,000 — having an aggregate value in excess of $11,250,000, calculated in accordance with the term

Filing Documents

• flyx-20240304.htm (8-K) — 55KB
• flyx-certificateofdesignat.htm (EX-3.1) — 140KB
• entrust-commonstockpurchas.htm (EX-4.1) — 101KB
• entrust-flyexclusivesecuri.htm (EX-10.1) — 259KB
• flyx-preferredequityinvest.htm (EX-99.1) — 12KB
• 0001628280-24-009716.txt ( ) — 835KB
• flyx-20240304.xsd (EX-101.SCH) — 3KB
• flyx-20240304_def.xml (EX-101.DEF) — 16KB
• flyx-20240304_lab.xml (EX-101.LAB) — 29KB
• flyx-20240304_pre.xml (EX-101.PRE) — 17KB
• flyx-20240304_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 4, 2024 (the "Effective Date" or the "Initial Issue Date"), flyExclusive, Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (the "Purchaser"), pursuant to which the Company agreed to issue and sell to the Purchaser 25,000 shares of Series A Non-Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a purchase price of $1,000 per share and a warrant (the "Warrant") to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"). The transaction closed on the Effective Date and provides the Company approximately $25 million of capital. Gregg S. Hymowitz, a member of the Company's Board of Directors, to which position he was designated by an affiliate of the Purchaser, serves as the Founder and Chief Executive Officer of EnTrust Global Partners LLC ("EnTrust Global"), which is an affiliate of the Purchaser and may be deemed to be the beneficial owner of approximately 21.0% of the Company's outstanding Common Stock. Each of EnTrust Global and Mr. Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Gary Fegel is also a member of the Company's Board of Directors, to which position he was designated by an affiliate of the Purchaser. As required by the Company's internal policies, this transaction was approved by the Audit Committee of the Company's Board of Directors, which consists of independent disinterested directors, and was also approved by the Company's Board of Directors, with only disinterested directors voting (which excluded Mr. Hymowitz and Mr. Fegel). The material terms of Series A Preferred Stock, the Warrant and the Agreement are summarized below. Description of the Series A Preferred Stock The terms o

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. Series A Preferred Stock and the Warrant described in this Current Report on Form 8-K were offered and sold to the Purchaser in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On March 4, 2024, in connection with the Agreement, the Company filed the Series A Certificate of Designation with the Secretary of State of the State of Delaware. The Series A Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On March 5, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is included herewith as Exhibit 99.1. 3

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 3.1 Certificate of Designation of Series A Non-Convertible Redeemable Preferred Stock, filed with the Delaware Secretary of State on March 4, 2024. 4.1 Form of Warrant issued March 4, 2024. 10.1 Securities Purchase Agreement, dated March 4, 2024, by and between flyExclusive, Inc. and the Purchaser named therein. 99.1 Press Release, dated March 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 7, 2024 FLYEXCLUSIVE, INC. By: /s/ Thomas James Segrave, Jr. Name: Thomas James Segrave, Jr. Title: Chief Executive Officer and Chairman 5

View Full Filing

View this 8-K filing on SEC EDGAR