FLYEXCLUSIVE INC. Files S-1 Registration Statement

TL;DR

<b>FLYEXCLUSIVE INC. has filed an S-1 registration statement, initiating the process for a public offering.</b>

AI Summary

FLYEXCLUSIVE INC. (FLYX-WT) filed a IPO Registration (S-1) with the SEC on January 19, 2024. FLYEXCLUSIVE INC. (formerly EG Acquisition Corp.) filed an S-1 registration statement on January 19, 2024. The company is incorporated in Delaware with its fiscal year ending December 31. Its business and mailing address is 375 Park Avenue, 24th Floor, New York, NY 10152. The filing relates to the 1933 Securities Act, with SEC file number 333-276627. The SIC code is AIR TRANSPORTATION, NONSCHEDULED [4522].

Why It Matters

For investors and stakeholders tracking FLYEXCLUSIVE INC., this filing contains several important signals. This S-1 filing is a crucial step for FLYEXCLUSIVE INC. as it signals their intent to raise capital through the public markets, potentially impacting their growth and operational capacity. The filing provides detailed financial and business information, allowing investors to assess the company's current standing and future prospects before any potential investment.

Risk Assessment

Risk Level: low — FLYEXCLUSIVE INC. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the public offering, including share price, number of shares, and use of proceeds, to assess investment potential.

Key Numbers

• 2024-01-19 — Filing Date (Date the S-1 registration statement was filed.)
• 2021-02-02 — Name Change Date (Date the company changed its name from EG Acquisition Corp. to FLYEXCLUSIVE INC.)

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Filer of the S-1 registration statement.
• EG Acquisition Corp. (company) — Former name of FLYEXCLUSIVE INC.
• 375 Park Avenue, 24th Floor, New York, NY 10152 (company) — Business and mailing address for FLYEXCLUSIVE INC.
• 1933 Act (regulator) — Securities Act under which the S-1 is filed.
• 333-276627 (regulator) — SEC file number for the S-1 filing.

Forward-Looking Statements

• FLYEXCLUSIVE INC. will proceed with a public offering of its securities. (FLYEXCLUSIVE INC.) — high confidence, target: Within 6-12 months of filing
• The company's stock will trade under a new ticker symbol once it goes public. (FLYEXCLUSIVE INC.) — medium confidence, target: Upon IPO

FAQ

Industry Context

FLYEXCLUSIVE INC. operates in the Air Transportation, Nonscheduled industry.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities offerings.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business operations.
2. Track subsequent SEC filings for updates on the public offering's progress and terms.
3. Analyze the company's business model and market position within the air transportation sector.

Key Dates

• 2024-01-19: S-1 Filing — Initiation of public offering process.
• 2021-02-02: Name Change — Company changed name from EG Acquisition Corp. to FLYEXCLUSIVE INC.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing to compare against for performance metrics.

Key Financial Figures

• $0.0001 — 805,544 Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),
• $11.50 — aded warrants with an exercise price of $11.50 per share, and (b) the resale by the se
• $6.62 — r share of our Class A Common Stock was $6.62. Our public warrants are listed on NYSE
• $0.25 — ant of our publicly traded warrants was $0.25. Investing in our Securities involves
• $116,597,086 — ders. We may receive up to a total of $116,597,086 in gross proceeds if all of the publicl

Filing Documents

• d654009ds1.htm (S-1) — 5901KB
• d654009dex51.htm (EX-5.1) — 12KB
• d654009dex211.htm (EX-21.1) — 2KB
• d654009dex231.htm (EX-23.1) — 2KB
• d654009dex232.htm (EX-23.2) — 2KB
• d654009dexfilingfees.htm (EX-FILING FEES) — 29KB
• g654009g65h01.jpg (GRAPHIC) — 40KB
• 0001193125-24-011335.txt (&nbsp;) — 22172KB
• eggf-20230930.xsd (EX-101.SCH) — 132KB
• eggf-20230930_cal.xml (EX-101.CAL) — 96KB
• eggf-20230930_def.xml (EX-101.DEF) — 855KB
• eggf-20230930_lab.xml (EX-101.LAB) — 872KB
• eggf-20230930_pre.xml (EX-101.PRE) — 925KB
• d654009ds1_htm.xml (XML) — 4534KB

USE OF PROCEEDS

USE OF PROCEEDS 29 MARKET PRICE OF OUR CLASS A COMMON STOCK AND DIVIDENDS 30 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 31

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51

BUSINESS

BUSINESS 75 MANAGEMENT 84 EXECUTIVE AND DIRECTOR COMPENSATION 88

DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED

DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED 91 BENEFICIAL OWNERSHIP OF SECURITIES 100 SELLING STOCKHOLDERS 103 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 105 PLAN OF DISTRIBUTION 112 LEGAL MATTERS 114 EXPERTS 114 WHERE YOU CAN FIND ADDITIONAL INFORMATION 115 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

Use of Proceeds

Use of Proceeds All of the shares of Class A Common Stock and private placement warrants 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 or private placement warrants by the Selling Stockholders. We may receive up to a total of $116,597,086 in gross proceeds if all of the publicly traded warrants and private placement warrants are exercised hereunder for cash. However, as we are unable to predict the timing or amount of potential exercises of those 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 warrants, the 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 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."

View Full Filing

View this S-1 filing on SEC EDGAR