SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
flyExclusive, Inc. (f/k/a EG Acquisition Corp.) (Name of Issuer) |
Class A Common Stock, par value $0.0001 par value (Title of Class of Securities) |
343928107 (CUSIP Number) |
Gregg S. Hymowitz 375 Park Avenue, 24th Floor, New York, NY, 10152 212-888-1040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/28/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
Gregg S. Hymowitz | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
24,553,145.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
79.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EG Sponsor LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,226,433.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
45.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EnTrust Global Partners Offshore LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,226,433.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
45.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
GH EP Holdings LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,226,433.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
45.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EnTrust Global Group LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,226,433.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
45.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EnTrust Global LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,226,433.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
45.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
|
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EnTrust Emerald (Cayman) LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,517,808.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
39.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
ETG Omni LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,808,904.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
CUSIP No. | 343928107 |
1 |
Name of reporting person
EnTrust Global Partners LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
12,326,712.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
50.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 par value |
(b) | Name of Issuer:
flyExclusive, Inc. (f/k/a EG Acquisition Corp.) |
(c) | Address of Issuer's Principal Executive Offices:
2860 Jetport Road, Kinston,
NORTH CAROLINA
, 28504. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Waiver Letter
The Issuer and EG Sponsor LLC are parties to a letter agreement dated May 25, 2021, that, among other things, imposed a lock-up restriction on the 5,625,000 shares of the Issuer's Class A common stock and warrants to purchase 4,333,333 shares of the Issuer's Class A common stock owned by EG Sponsor LLC (excluding those shares attributable to the former independent directors of EG Acquisition Corp., which were only subject to a one-year lock-up that has now expired). The lock-up was set to expire on December 27, 2026 (the "Lock-Up")
The Issuer notified EG Sponsor LLC of its desire to remove the lock-up on EG Sponsor LLC's Class A Common stock and warrants, to which EG Sponsor LLC agreed. On July 28, 2025, the Issuer executed a waiver letter (the "Waiver Letter") to waive the Lock-Up. All other terms of the Letter Agreement remain in full force and effect.
A copy of the Waiver Letter is incorporated by reference herein as Exhibit 10.1.
| |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 Waiver Letter, dated as of July 25, 2025, delivered by flyExclusive, Inc. to EG Sponsor LLC (incorporated by reference to Exhibit 10.1 on the Issuer's Form 8-K, filed on July 28, 2025).
Exhibit 99.1 Joint Filing Agreement, dated as of July 30, 2025, by and among Gregg S. Hymowitz, EG Sponsor LLC, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC, EnTrust Emerald (Cayman) LP, ETG Omni LLC and EnTrust Global Partners LLC. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|