FLYEXCLUSIVE INC. Files S-1/A Amendment

TL;DR

FLYEXCLUSIVE INC. (formerly EG Acquisition Corp.) filed an S-1/A. Watch for updates.

AI Summary

FLYEXCLUSIVE INC. filed an S-1/A amendment on November 26, 2024, updating its registration statement. The company, formerly EG Acquisition Corp., is in the air transportation sector and is incorporated in Delaware. Its business and mailing address are both located at 375 Park Avenue, New York, NY.

Why It Matters

This filing indicates an update to FLYEXCLUSIVE INC.'s registration, which could signal progress towards an IPO or other significant corporate actions.

Risk Assessment

Risk Level: medium — S-1/A filings are often precursors to significant corporate events like IPOs, which carry inherent market and execution risks.

Key Numbers

• 2024-01-01 to 2024-09-30 — Reporting Period (Quarterly financial statements)
• 2023-12-31 — Fiscal Year End (Previous fiscal year end)
• 2022-12-31 — Previous Fiscal Year End (Two fiscal years prior)

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Filer
• EG Acquisition Corp. (company) — Former company name
• 375 PARK AVENUE, 24TH FLOOR (address) — Business and mailing address
• NEW YORK, NY (location) — Business and mailing city/state
• 212 888 1040 (phone_number) — Business phone number
• 20241126 (date) — Filing date
• 333-282855 (sec_file_number) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),
• $1,000.00 — B Preferred Stock has a stated value of $1,000.00 per share and a conversion price of $5.
• $5.00 — .00 per share and a conversion price of $5.00 per share of Class A Common Stock and t
• $0.01 — 2024 Warrants have an exercise price of $0.01 per share of Class A Common Stock, both
• $2.12 — r share of our Class A Common Stock was $2.12. Investing in our Securities involves
• $50,000 — lders. We may receive up to a total of $50,000 in gross proceeds if all of the August
• $1.07 billion — annual gross revenue equals or exceeds $1.07 billion or we issue more than $1.0 billion of n
• $1.0 billion — eds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-ye

Filing Documents

• flyx-20241126.htm (S-1/A) — 4431KB
• exhibit231-sx1a1rexsale.htm (EX-23.1) — 2KB
• flyx-20241126_g1.jpg (GRAPHIC) — 40KB
• 0001628280-24-049266.txt ( ) — 25657KB
• flyx-20241126.xsd (EX-101.SCH) — 176KB
• flyx-20241126_cal.xml (EX-101.CAL) — 186KB
• flyx-20241126_def.xml (EX-101.DEF) — 1294KB
• flyx-20241126_lab.xml (EX-101.LAB) — 1200KB
• flyx-20241126_pre.xml (EX-101.PRE) — 1654KB
• flyx-20241126_htm.xml (XML) — 3207KB

USE OF PROCEEDS

USE OF PROCEEDS 30 MARKET PRICE OF OUR CLASS A COMMON STOCK AND DIVIDENDS 31 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39

BUSINESS

BUSINESS 66 MANAGEMENT 75 EXECUTIVE AND DIRECTOR COMPENSATION 79

DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED

DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED 83 BENEFICIAL OWNERSHIP OF SECURITIES 93 SELLING STOCKHOLDERS 96 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 97 PLAN OF DISTRIBUTION 105 LEGAL MATTERS 108 EXPERTS 108 WHERE YOU CAN FIND ADDITIONAL INFORMATION 108 INDEX TO FINANCIAL STATEMENTS F- 1 i Table of Contents You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. TRADEMARKS This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii Table of Contents CERTAIN DEFINED TERMS Unless the context otherwise requires, the following references in this prospectus mean: "A&R Registration Rights Agreement" refers to the Amended and Restated Registration Rights Agreement by and between the Existing Holders and the New Holders. "Bridge Note Lenders" refers to the lender parties to the Bridge Notes. "Bridge Notes" refers to the senior subordinated convertible note, dated October 17, 2022, and Incremental Amendment, dated October 28, 2022, by and among LGM and the Bridge Note Lenders. "BTIG" refers to BTIG, LLC, EGA's financial advisor with respect to the Business Combin

Use of Proceeds

Use of Proceeds All of the shares of Class A Common Stock that are being offered for resale by the Selling Stockholders will be sold for their respective accounts. As a result, all proceeds from such sales will go to the Selling Stockholders and we will not receive any proceeds from the resale of those shares of Class A Common Stock by the Selling Stockholders. We may receive up to a total of $50,000 in gross proceeds if all of the August 2024 Warrants are exercised hereunder for cash. However, as we are unable to predict the timing or amount of potential exercises of the August 2024 Warrants, we have not allocated any proceeds of such exercises to any particular purpose. Accordingly, all such proceeds are allocated to working capital. Pursuant to conditions set forth in the August 2024 Warrants, the August 2024 Warrants are exercisable under certain circumstances on a cashless basis, and should a Selling Stockholder elect to exercise on a cashless basis we will not receive any proceeds upon the cashless exercise of a Series B Warrant. We will incur all costs associated with this registration statement and prospectus. Sources of Industry and Market Data Where information has been sourced from a third party, the source of such information has been identified. Unless otherwise indicated, the information contained in this prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which we operate is taken from publicly available sources, including third-party sources, or reflects our estimates that are principally based on information from publicly available sources. Emerging Growth Company and Controlled Company In April 2012, Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." We have elected to use this extended transition period for comply

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