FLYEXCLUSIVE INC. Files S-1 for IPO
Ticker: FLYX-WT · Form: S-1 · Filed: Oct 28, 2024 · CIK: 1843973
Sentiment: neutral
Topics: ipo, registration-statement, air-transportation
TL;DR
FLYEXCLUSIVE INC. (fka EG Acquisition Corp.) just filed its S-1 for an IPO. Get ready for some new air transport stock.
AI Summary
FLYEXCLUSIVE INC. filed an S-1 registration statement on October 28, 2024, indicating plans for an initial public offering. The company, formerly known as EG Acquisition Corp. until February 2, 2021, operates in the air transportation sector. Its principal executive offices are located at 375 Park Avenue, New York, NY.
Why It Matters
This S-1 filing signals FLYEXCLUSIVE INC.'s intention to become a publicly traded company, which could provide it with capital for expansion and increase its visibility in the air transportation market.
Risk Assessment
Risk Level: medium — As a company filing for an IPO, there is inherent uncertainty regarding its future performance and market reception.
Key Numbers
- 0001843973 — Central Index Key (Unique identifier for FLYEXCLUSIVE INC. in SEC filings.)
- 333-282855 — SEC File Number (The SEC's file number for this registration.)
Key Players & Entities
- FLYEXCLUSIVE INC. (company) — Filer of the S-1
- EG Acquisition Corp. (company) — Former name of FLYEXCLUSIVE INC.
- 20210202 (date) — Date of name change from EG Acquisition Corp. to FLYEXCLUSIVE INC.
- 375 PARK AVENUE, 24TH FLOOR, NEW YORK, NY 10152 (address) — Principal business and mailing address
- 212 888 1040 (phone_number) — Business phone number
FAQ
What is the primary business of FLYEXCLUSIVE INC.?
FLYEXCLUSIVE INC. operates in the 'AIR TRANSPORTATION, NONSCHEDULED' sector, as indicated by its SIC code [4522].
When did FLYEXCLUSIVE INC. change its name?
The company changed its name from EG Acquisition Corp. on February 2, 2021 (20210202).
What is the company's fiscal year end?
The company's fiscal year ends on December 31 (1231).
Where is FLYEXCLUSIVE INC. located?
The company's principal business and mailing address is 375 Park Avenue, 24th Floor, New York, NY 10152.
What type of filing is this?
This is an S-1 registration statement filed under the Securities Act of 1933.
Filing Stats: 4,583 words · 18 min read · ~15 pages · Grade level 17.5 · Accepted 2024-10-28 16:06:56
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
- $2.45 — r share of our Class A Common Stock was $2.45. 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-20241028.htm (S-1) — 4250KB
- exhibit107filingfeetable.htm (EX-FILING FEES) — 25KB
- exhibit51-sx1rexsale.htm (EX-5.1) — 7KB
- exhibit231-sx1rexsale.htm (EX-23.1) — 2KB
- flyx-20241028_g1.jpg (GRAPHIC) — 40KB
- 0001628280-24-043939.txt ( ) — 25001KB
- flyx-20241028.xsd (EX-101.SCH) — 173KB
- flyx-20241028_cal.xml (EX-101.CAL) — 182KB
- flyx-20241028_def.xml (EX-101.DEF) — 1234KB
- flyx-20241028_lab.xml (EX-101.LAB) — 1179KB
- flyx-20241028_pre.xml (EX-101.PRE) — 1622KB
- flyx-20241028_htm.xml (XML) — 3127KB
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 65 MANAGEMENT 74 EXECUTIVE AND DIRECTOR COMPENSATION 78
DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED
DESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFERED 82 BENEFICIAL OWNERSHIP OF SECURITIES 92 SELLING STOCKHOLDERS 95 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 96 PLAN OF DISTRIBUTION 104 LEGAL MATTERS 107 EXPERTS 107 WHERE YOU CAN FIND ADDITIONAL INFORMATION 107 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