flyExclusive Inc. Files 8-K on Agreements and Shareholder Votes

TL;DR

FLYX filed an 8-K on Dec 1st covering material agreements & shareholder votes.

AI Summary

On December 1, 2024, flyExclusive, Inc. filed an 8-K report detailing a material definitive agreement and the submission of matters to a vote of security holders. The company, formerly known as EG Acquisition Corp., is incorporated in Delaware and operates in air transportation.

Why It Matters

This filing indicates significant corporate actions and potential changes for flyExclusive, Inc., requiring disclosure to investors and the public.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of material events and does not inherently present new risks.

Key Numbers

• 001-40444 — SEC File Number (Identifies the company's filing 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
• December 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $11.50 — A Common Stock at an exercise price of $11.50 per share FLYX WS NYSE American LLC
• $15.7 million — y, LGM Enterprises, LLC ("LGM"), issued $15.7 million in principal amount of a senior secured

Filing Documents

• flyx-20241201.htm (8-K) — 51KB
• exhibit101-firstamendmentt.htm (EX-10.1) — 30KB
• 0001628280-24-050127.txt ( ) — 271KB
• flyx-20241201.xsd (EX-101.SCH) — 3KB
• flyx-20241201_def.xml (EX-101.DEF) — 18KB
• flyx-20241201_lab.xml (EX-101.LAB) — 31KB
• flyx-20241201_pre.xml (EX-101.PRE) — 19KB
• flyx-20241201_htm.xml (XML) — 4KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. Effective December 1, 2023, flyExclusive, Inc. (the "Company"), through its wholly owned subsidiary, LGM Enterprises, LLC ("LGM"), issued $15.7 million in principal amount of a senior secured note due on December 1, 2024, in a private offering. Another Company subsidiary, FlyExclusive JetShare, LLC ("JetShare"), is a guarantor of the note. The note is governed by a Senior Secured Note to which LGM and JetShare are parties along with ETG FE LLC ("ETG") as the noteholder, Kroll Agency Services, Limited, as the administrative agent (the "Administrative Agent") and Kroll Trustee Services Limited as the collateral agent. The note was issued with a stated rate of 14% and interest is payable monthly in arrears was to mature on December 31, 2024, at which time the full principal amount would have been due, along with any accrued unpaid interest. The Company used the proceeds from the issuance of the note to fund aircraft purchases. Effective December 1, 2024, LGM, JetShare, ETG and the Administrative Agent entered into a First Amendment to Senior Secured Note to extend the maturity date of the notes to December 31, 2024. All other terms of the notes remain unchanged.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting on December 2, 2024. At the Annual Meeting, stockholders voted on the following items: 1. Proposal 1: To approve, as required by NYSE American rules, the issuance of shares of Class A common stock upon (i) the exercise of warrants to purchase shares of the Company's Class A common stock and (ii) the conversion of shares of the Company's Series B convertible preferred stock, in each case in the event such issuance would be in excess of 20% of the Class A common stock outstanding on March 4, 2024. This proposal was approved by the votes indicated below. For Against Abstain Broker Non-Votes 66,783,635 24,857 656 917,926 2. Proposal 2: To elect seven nominees to the Board to hold office until the 2025 Annual Meeting and until their respective successors have been duly elected and qualified. The following nominees were elected to the Company's Board, with the voting results for each nominee as shown: Name For Withheld Broker Non-Votes Gary Fegel 66,770,966 38,182 917,926 Michael S. Fox 66,792,188 16,960 917,926 Frank B. Holding, Jr. 66,700,441 108,707 917,926 Gregg S. Hymowitz 66,770,666 38,482 917,926 Peter B. Hopper 66,710,709 98,439 917,926 Thomas James Segrave, Jr. 66,695,183 113,965 917,926 Thomas James Segrave, Sr. 66,691,379 117,769 917,926 3. Proposal 3: To ratify the appointment of Elliott Davis PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. This proposal was approved by the votes indicated below. For Against Abstain Broker Non-Votes 67,592,180 133,937 957 — 2

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 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, and Kroll Trustee Services Limited, as collateral agent. 3 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: December 5, 2024 FLYEXCLUSIVE, INC. By: /s/ Thomas James Segrave, Jr. Name: Thomas James Segrave, Jr. Title: Chief Executive Officer and Chairman 4

View Full Filing

View this 8-K filing on SEC EDGAR