Sec Form 13D Filing - Hymowitz Gregg filing for FLYEXCLUSIVE INC (FLYX) - 2024-01-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

flyExclusive, Inc.

(f/k/a EG Acquisition Corp.)

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

343928107

(CUSIP Number)

Gregg S. Hymowitz

375 Park Avenue, 24th Floor

New York, NY 10152

Telephone Number: 212-888-1040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 27, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☒

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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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.

Item 2. Identity and Background

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”).

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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 note discussed in this paragraph, the “Bridge Notes”), bringing the total principal amount of the Bridge Notes to $85,000,000 in the aggregate. At Closing, EnTrust Emerald (Cayman) L.P. received 5,517,808 shares of Class A Common Stock and ETG Omni LLC received 2,808,904 shares of Class A Common Stock, respectively, in connection with the conversion of the Bridge Notes.

The foregoing description of the Bridge Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Notes, a copy of which is incorporated by reference herein as Exhibit 10.3 and Exhibit 10.4.

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.

Subject to the Reporting Persons’ compliance with the terms of the Letter Agreement as described in Item 6 below, the Reporting Persons may at any time 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 Item 4 and in Item 6, the Reporting Persons do not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

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Item 5. Interest in Securities of the Issuer

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).

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 power to dispose of 8,326,712 shares of Class A Common Stock.

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.

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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 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Warrant Purchase Agreement, a copy of which is incorporated by reference herein as Exhibit 10.6.

Amended and Restated Registration Rights Agreement

In connection with the Closing and as contemplated by the Equity Purchase Agreement, the Issuer, Sponsor (together, the “Existing Holders”) and the other parties listed under “New Holders” (the “New Holders”) on the signature page of the amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) entered into the A&R Registration Rights Agreement, pursuant to which the Issuer granted the Existing Holders and the New Holders certain registration rights with respect to the registrable securities of the Issuer. Among other things, the shares of Class A Common Stock held by Sponsor, Private Placement Warrants held by Sponsor, warrants that may be issued to Sponsor upon conversion of working capital loans, if any (and any shares of Class A Common Stock issuable upon the exercise of such warrants), Class A Common Stock issued upon the redemption of any LGM common units, and certain other shares of Class A Common Stock held by the New Holders, will be entitled to registration rights pursuant to A&R Registration Rights Agreement, requiring the Issuer to register such securities for resale. Pursuant to the A&R Registration Rights Agreement, the Existing Holders holding at least a majority in interest of the then-outstanding number of registrable securities held by the Existing Holders, or the New Holders holding at least a majority-in-interest of the then-outstanding number of registrable securities held by the New Holders will be entitled to, among other things, make a written demand for registration under the Securities Act of all or part of their shares of Class A Common Stock (each a “Demand Registration”). Under no circumstances shall the Issuer be obligated to effect more than an aggregate of three registrations pursuant to a Demand Registration by the Existing Holders, or more than an aggregate of five registrations pursuant to a Demand Registration by the New Holders, with respect to any or all registrable securities held by such holders. In addition, the Existing Holders and the New Holders will be entitled to “piggy-back” registration rights to certain registration statements filed following the Business Combination. The Issuer will bear all of the expenses incurred in connection with the filing of any such registration statements.

The foregoing summary of certain terms and conditions of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Registration Rights Agreement, a copy of which is incorporated by reference herein as Exhibit 10.7.

Stockholders’ Agreement

At the Closing, the Existing Equityholders, Sponsor and the Issuer entered into the Stockholders’ Agreement (the “Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, among other things, the Existing Equityholders and Sponsor agreed to vote their respective securities of the Issuer that may be voted in the election of the Issuer’s directors in accordance with the provisions of the Stockholders’ Agreement. The Board of Directors of the Issuer (the “Board”) initially consists of seven directors. The equityholders of the Issuer have the

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right to nominate directors as follows: Sponsor, and its permitted transferees, by a majority of shares held by them, have the right to nominate, and the Board and the Existing Equityholders, and their permitted transferees, will appoint and vote for, two members of the Board, initially designated pursuant to the Stockholders’ Agreement as Gregg S. Hymowitz and Gary Fegel, and thereafter as designated by the Sponsor, and its permitted transferees, by a majority of shares held by them. Each Existing Equityholder also agreed to a one-year lock-up period following the Closing with respect to the shares of Class A Common Stock received by the Existing Equityholder in the Business Combination and certain other shares owned by the Existing Equityholder (the “Lock-up Shares”). However, prior to the expiration of the lock-up period, any Existing Equityholder is permitted to transfer the Lock-up Shares through (i) a pledge of up to 25% of each individual Existing Equityholder’s Lock-up Shares in connection with a bona fide transaction with a lender and disclosed in writing to the Board or (ii) a liquidation, merger, stock exchange, reorganization, or tender offer approved by the Board or a duly authorized committee thereof or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Closing.

The foregoing summary of certain terms and conditions of the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stockholders’, a copy of which is incorporated by reference herein as Exhibit 10.8.

Item 7. Material to be Filed as Exhibits

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2024

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