FLYEXCLUSIVE INC. Enters Material Definitive Agreement

TL;DR

FLYEXCLUSIVE INC. just signed a big deal, could be a game-changer.

AI Summary

On September 2, 2024, FLYEXCLUSIVE INC. (formerly EG Acquisition Corp.) entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in New York, NY, operates in the air transportation sector.

Why It Matters

This filing indicates a significant new contract or partnership for FLYEXCLUSIVE INC., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement is a significant event that carries inherent risks related to the terms, execution, and potential impact on the company's financial health.

Key Numbers

• 001-40444 — SEC File Number (Identifies the company's filing history with the SEC.)
• 86-1740840 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Registrant
• EG Acquisition Corp. (company) — Former company name
• September 2, 2024 (date) — Date of earliest event reported
• 375 PARK AVENUE, 24TH FLOOR (address) — Business and mail address
• New York, NY (location) — City and State of principal executive offices
• 2860 Jetport Road , Kinston , NC 28504 (address) — Principal executive offices address

FAQ

Key Financial Figures

• $11.50 — A Common Stock at an exercise price of $11.50 per share FLYX WS NYSE American LLC

Filing Documents

• flyx-20240902.htm (8-K) — 40KB
• ex101amsagreement.htm (EX-10.1) — 105KB
• ex991pressrelease.htm (EX-99.1) — 11KB
• 0001628280-24-039026.txt ( ) — 355KB
• flyx-20240902.xsd (EX-101.SCH) — 3KB
• flyx-20240902_def.xml (EX-101.DEF) — 16KB
• flyx-20240902_lab.xml (EX-101.LAB) — 29KB
• flyx-20240902_pre.xml (EX-101.PRE) — 17KB
• flyx-20240902_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2024, flyExclusive, Inc. (the "Company"), entered into an Aircraft Management Services Agreement (the "Agreement") with Volato Group, Inc. ("Volato"). Pursuant to the Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. As consideration payable to the Company for providing the services, the Company will be entitled to retain the excess of revenue collected over expenses in connection with its delivery of services under the Agreement. The Agreement has a term of twelve months and may be terminated by the Company immediately upon a material breach of the Agreement by Volato or upon 30 days' written notice to Volato. Volato may terminate the Agreement immediately upon a material breach of the Agreement by the Company. During the term of the Agreement, certain Volato employees will provide consulting services to the Company, including consulting services related to software development, sales, and other professional services. The cost to the Company of these consulting services will be the current salaries and benefit costs of the Volato employees engaged to provide the services, plus reasonable out-of-pocket expenses. Volato has also agreed to grant the Company a non-exclusive license to Volato's proprietary software pursuant to the terms and conditions of a mutually agreeable software license, with a license fee equal to the documented, out-of-pocket expenses incurred by Volato with third-party vendors and only to the extent related solely and directly to the software. As part of the Agreement, Volato has granted the Company the right to cause Volato to merge with and into (the "Merger") a wholly owned subsidiary of the Company (the "Option"). The term of the Option will expire twelve months from the date of the Agreement, provided, however, that

01 Other Events

Item 8.01 Other Events On September 3, 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. 2

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 Aircraft Management Services Agreement, dated September 2, 2024* 99.1 Press Release, dated September 3 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC. Caution Regarding Forward-Looking Statements This Current Report includes forward-looking statements that reflect the current views of the Company with respect to future events, including the Company's option to pursue a business combination transaction with Volato. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of the management of the Company, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "estimate," "expect," "project," "projections," "plans," "potential," "anticipate," "should," "could," "would," "may," "designed to," "subject to," "foreseeable future," "believe," "think," "scheduled," "outlook," "target," "guidance" and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the control of the Company, including, without limitation: failure to obtain applicable regulatory or shareholder approvals in a timely manner, on acceptable terms or at all, or to satisfy any other closing conditions to any potential business combination; the potential impact of announcement or consumma

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View this 8-K filing on SEC EDGAR