Gregg Hymowitz Files SC 13D on flyExclusive, Inc. Stake

TL;DR

**Gregg Hymowitz just disclosed a major stake in flyExclusive, signaling insider confidence.**

AI Summary

Gregg S. Hymowitz, a key figure associated with EG Acquisition Corp., has filed an initial Schedule 13D on December 27, 2023, regarding his ownership in flyExclusive, Inc. (formerly EG Acquisition Corp.). This filing indicates a significant ownership stake in the company's Class A Common Stock, with a CUSIP number of 343928107. For investors, this matters because it signals a substantial insider position, which can be interpreted as a vote of confidence in the company's future, potentially influencing stock perception and stability.

Why It Matters

This filing reveals a significant ownership position by Gregg S. Hymowitz in flyExclusive, Inc., suggesting strong insider confidence in the company's prospects.

Risk Assessment

Risk Level: low — An insider filing a Schedule 13D typically indicates a significant, often long-term, interest in the company, which can be a positive signal for investors.

Analyst Insight

A smart investor would view this insider filing as a positive signal, potentially indicating long-term commitment and belief in flyExclusive, Inc.'s value, and might consider further research into the company's fundamentals.

Key Players & Entities

• Gregg S. Hymowitz (person) — Reporting Person and authorized to receive notices
• flyExclusive, Inc. (company) — Subject Company (Issuer)
• EG Acquisition Corp. (company) — Former name of flyExclusive, Inc.
• December 27, 2023 (date) — Date of Event which Requires Filing of this Statement
• 343928107 (other) — CUSIP Number for Class A Common Stock

Forward-Looking Statements

• Gregg S. Hymowitz will maintain a significant ownership stake in flyExclusive, Inc. (Gregg S. Hymowitz) — high confidence, target: 2025-12-31
• The insider ownership by Hymowitz could lead to increased investor confidence in flyExclusive, Inc. (flyExclusive, Inc.) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securiti
• $50,000,000 — rrowed an aggregate principal amount of $50,000,000 at a rate of 10% per annum, payable in
• $25,000,000 — ms for an aggregate principal amount of $25,000,000 and $10,000,000, respectively (together
• $10,000,000 — ate principal amount of $25,000,000 and $10,000,000, respectively (together with the subord
• $85,000,000 — principal amount of the Bridge Notes to $85,000,000 in the aggregate. At Closing, EnTrust E
• $1.50 — ivate Placement Warrants) at a price of $1.50 per warrant in a private placement, pur
• $11.50 — f EG Class A common stock at a price of $11.50 per share. At the Closing of the Busine

Filing Documents

• d705854dsc13d.htm (SC 13D) — 151KB
• d705854dex104.htm (EX-10.4) — 28KB
• d705854dex991.htm (EX-99.1) — 13KB
• 0001193125-24-004533.txt ( ) — 194KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D is filed in relation to the shares of Class A common stock, par value $0.0001 per share (Class A Common Stock), of flyExclusive, Inc. (f/k/a EG Acquisition Corp.), a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 2860 Jetport Road, Kinston, NC.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by Gregg Hymowitz, EG Sponsor LLC (Sponsor), EnTrust Global Management GP LLC, GH Onshore GP LLC, EnTrust Emerald (Cayman) LP, ETG Omni LLC, and EnTrust Global Partners LLC (each, a Reporting Person). (b) The principal business address of each Reporting Persons is 375 Park Avenue, 24th Floor, New York, NY 10152. (c) Gregg Hymowitz is Chairman and Chief Executive Officer of EnTrust Global. The principal business of Sponsor is owning equity securities of the Issuer. The principal business of EnTrust Global Partners LLC is managing investments of EnTrust Global and its various investment funds, and the principal business of EnTrust Global Management GP LLC and GH Onshore GP LLC EnTrust Emerald (Cayman) LP, and ETG Omni LLC is holding or facilitating various investments of Entrust Global or its investors. The executive officers of Sponsor are Gregg Hymowitz and Matthew Lux. The manager of Sponsor is EnTrust Global Management GP LLC. The executive officers of EnTrust Global Management GP LLC and EnTrust Global Partners LLC are Gregg Hymowitz and various employees of EnTrust Global. The manager of EnTrust Global Management GP LLC is GH Onshore GP LLC. The manager of GH Onshore GP LLC is Gregg Hymowitz. The General Partner of EnTrust Emerald (Cayman) LP is EnTrust Global Partners LLC. The manager of ETG Omni LLC is EnTrust Global Partners LLC. The manager of EnTrust Global Partners LLC is Hymowitz GAF 2021 LLC. (d) During the last five years, no of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The securities reported herein as beneficially owned by each Reporting Person were acquired in connection with the business combination, which closed on December 27, 2023, pursuant to the Equity Purchase Agreement, dated as of October 17, 2022 (as amended on April 21, 2023, the Equity Purchase Agreement), by and among EG Acquisition Corp. (EG), LGM Enterprises, LLC (LGM), the existing equityholders of LGM (the Existing Equityholders), Sponsor and Thomas James Segrave, Jr. in his capacity as Existing Equityholder Representative (the Business Combination). The foregoing description of the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, as amended, a copy of which is incorporated by reference herein as Exhibit 10.1 and Exhibit 10.2. At the closing of the Business Combination (the Closing), the Issuer changed its name from EG Acquisition Corp. to flyExclusive, Inc. and each share of common stock of EG that was issued and outstanding immediately prior to the Closing was automatically reclassified into one share of Class A common stock, par value $0.0001 per share of the flyExclusive, Inc. (the Class A Common Stock). - 10 - In connection with the execution of the Equity Purchase Agreement, on October 17, 2022, LGM entered into a senior subordinated convertible note with an Entrust Emerald (Cayman) LP and, for certain limited provisions thereof, EG, pursuant to which LGM borrowed an aggregate principal amount of $50,000,000 at a rate of 10% per annum, payable in kind in additional shares of the Company upon the Closing of the Business Combination. On October 28, 2022, LGM also entered into an Incremental Amendment with ETG Omni LLC and EnTrust Magnolia Partners LP on the same terms for an aggregate principal amount of $25,000,000 and $10,000,000, respectively (together with the subordinated convertible

Purpose of the Transaction

Item 4. Purpose of the Transaction The information set forth in Item 3 of this Schedule 13D is hereby incorporated into this Item 4 by reference. and from time to time, and in each case upon such terms as the Reporting Persons may deem advisable: (i) acquire additional shares of Class A Common Stock and/or other securities and/or instruments (including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (ii) dispose of any or all of their shares of Class A Common Stock and/or other securities and/or instruments of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (iii) enter into swap and/or other derivative transactions with broker-dealers and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates), which transactions may be deemed to either increase or decrease the Reporting Persons economic exposure to the value of the shares of Class A Common Stock and/or other securities of the Issuer; (iv) engage in any other hedging or similar transactions with respect to the shares of Class A Common Stock and/or other securities or instruments of the Issuer; and/or (v) use any or all of their shares of Class A Common Stock and/or other securities and/or instruments of the Issuer (or its affiliates) as collateral for loans, including in respect of margin account borrowings. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position in the Issuer or change their purpose or formulate plans or proposals with respect thereto or (ii) propose or consider one or more of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D. Other than as described above in this I

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) Gregg Hymowitz beneficially owns 18,285,045 shares of Class A Common Stock (as determined and described in note 1 above), which represent 86.0% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 6 above). Sponsor, EnTrust Global Management GP LLC, and GH Onshore GP LLC beneficially own 9,958,333 shares of Class A Common Stock (as determined and described in note 2 above), which represent 46.8% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 6 above). EnTrust Emerald (Cayman) LP beneficially owns 5,517,808 shares of Class A Common Stock (as determined and described in note 3 above), which represent 32.6% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 7 above). ETG Omni LLC beneficially owns 2,808,904 shares of Class A Common Stock (as determined and described in note 4 above), which represent 16.6% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 7 above). EnTrust Global Partners LLC beneficially owns 8,326,712 shares of Class A Common Stock (as determined and described in note 5 above), which represent 49.2% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 7 above). (b) Gregg Hymowitz has shared power to vote and shared power to dispose of 18,285,045 shares of Class A Common Stock. Sponsor, EnTrust Global Management GP LLC, and GH Onshore GP LLC have shared power to vote and shared power to dispose of 9,958,333 shares of Class A Common Stock. EnTrust Emerald (Cayman) LP has shared power to vote and shared power to dispose of 5,517,808 shares of Class A Common Stock. ETG Omni LLC has shared power to vote and shared power to dispose of 2,808,904 shares of Class A Common Stock. EnTrust Global Partners LLC has shared power to vote and shared po

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Reference is made to the transaction stated in Item 3 above. Letter Agreement Concurrently with the initial public offering of EG (the IPO), Sponsor and other officers and directors of EG entered into a Letter Agreement (the Letter Agreement), pursuant to which the 5,625,000 shares of Class A Common Stock held by Sponsor, except for any shares attributable to the independent directors of EG and certain other limited exceptions, will not be transferrable or assignable until December 27, 2026. - 12 - The foregoing summary of certain terms and conditions of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is incorporated by reference herein as Exhibit 10.5. Warrant Purchase Agreement Concurrently with the closing of the IPO, Sponsor purchased an aggregate of 4,333,333 private placement warrants (the Private Placement Warrants) at a price of $1.50 per warrant in a private placement, pursuant to the Warrant Purchase Agreement, between EG and Sponsor, dated as of May 25, 2021 (the Warrant Purchase Agreement). Each whole warrant entitled the holder to purchase one share of EG Class A common stock at a price of $11.50 per share. At the Closing of the Business Combination, each warrant to purchase one share EG Class A Common Stock that was issued and outstanding immediately prior to the Closing became a warrant to purchase one share of Class A Common Stock. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until December 27, 2026, and they are not redeemable by the Issuer so long as they are held by Sponsor or its permitted transferees. The foregoing summary of certain terms and conditions of the Warrant

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 10.1 Equity Purchase Agreement, dated as of October 17, 2022, by and among LGM Enterprises, LLC, EG Acquisition Corp., EG Sponsor LLC, the LGM Existing Equityholder Representative and the LGM Existing Equityholders listed on Annex A thereto (incorporated by reference to Exhibit 2.1 to the Issuers Form 8-K, filed with the SEC on October 18, 2022). Exhibit 10.2 Amendment No. 1 to Equity Purchase Agreement, dated as of April 21, 2023, by and among LGM Enterprises, LLC, EG Acquisition Corp. and the LGM Existing Equityholders listed on Annex A of the Equity Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Issuers Form 8-K, filed with the SEC on April 21, 2024). Exhibit 10.3 Senior Subordinated Convertible Note, dated as of October 17, 2022, by and among LGM Enterprises, LLC, as the Borrower, Entrust Emerald (Cayman) LP, as the Initial Noteholder, any noteholders party thereto from time to time and EG Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the SEC on October 18, 2022). Exhibit 10.4* Incremental Amendment to Senior Subordinated Convertible Note, dated as of October 28, 2022, by and among Entrust Emerald (Cayman) LP, EG, LGM, ETG Omni LLC, and Entrust Magnolia Partners LP. Exhibit 10.5 Letter Agreement, dated May 25, 2021, by and among the EG Acquisition Corp, the Sponsor and each director and officer of the EG Acquisition Corp. (incorporated by reference to Exhibit 10.12 to the Issuers Form 8-K, filed with the SEC on June 1, 2021). Exhibit 10.6 Private Placement Warrant Purchase Agreement, dated May 25, 2021, by and between EG and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K, filed with the SEC on June 1, 2021). Exhibit 10.7 Amended and Restated Registration Rights Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp.

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