0000899243-23-020708.txt : 20231229 0000899243-23-020708.hdr.sgml : 20231229 20231229193521 ACCESSION NUMBER: 0000899243-23-020708 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20231227 FILED AS OF DATE: 20231229 DATE AS OF CHANGE: 20231229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hymowitz Gregg CENTRAL INDEX KEY: 0001591141 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 231529137 MAIL ADDRESS: STREET 1: C/O 375 PARK AVENUE STREET 2: 24TH FL. CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EG Sponsor LLC CENTRAL INDEX KEY: 0001843963 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 231529136 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GH Onshore GP LLC CENTRAL INDEX KEY: 0001865092 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 231529134 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnTrust Global Management GP LLC CENTRAL INDEX KEY: 0001864995 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 231529135 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLYEXCLUSIVE INC. CENTRAL INDEX KEY: 0001843973 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 861740840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: EG Acquisition Corp. DATE OF NAME CHANGE: 20210202 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-27 0 0001843973 FLYEXCLUSIVE INC. FLYX 0001591141 Hymowitz Gregg 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 1 0 1 0 0001843963 EG Sponsor LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 0 0 1 0 0001864995 EnTrust Global Management GP LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 0 0 1 0 0001865092 GH Onshore GP LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 0 0 1 0 0 Class A Common Stock 2023-12-27 4 J 0 5517808 10.00 A 5517808 I See Footnote Class A Common Stock 2023-12-27 4 J 0 2808904 10.00 A 2808904 I See Footnote Class A Common Stock 5625000 I See Footnotes Outstanding debt of LGM Enterprises, LLC ("LGM") was converted to a number of shares of Class A Common Stock of the Issuer in connection with the consummation of the business combination with LGM, on December 27, 2023 (the "Business Combination") equal to the quotient of (a) the total amount owed by LGM divided by (b) $10.00. Represents 5,517,808 shares of Class A Common Stock held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Represents 2,808,904 shares of Class A Common Stock held by ETG Omni LLC. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the managing member of ETG Omni LLC, and may be deemed to be the beneficial owner of such shares held by ETG Omni LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Represents 5,625,000 shares of Class A Common Stock held by the EG Sponsor LLC ("Sponsor"), consisting of 1,000 shares classified before the consummation of the Business Combination as shares of Class B common stock, par value $0.0001 per share, of EG Acquisition Corp. ("EG"), which have converted into shares of Class A Common Stock on a one-for-one basis upon the closing of the Business Combination, and 5,624,000 shares classified before the consummation of the Business Combination as shares of Class A common stock, par value $0.0001 per share, of EG, which have converted into shares of Class A Common Stock on a one-for-one basis upon the closing of the Business Combination. EnTrust Global Management GP LLC is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Management GP LLC, (Continued from Footnote 4) GH Onshore GP LLC and our Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the managing member of EnTrust Global Management GP LLC, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. Each of EnTrust Global Management GP LLC, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Mr. Hymowitz serves on the Board of Directors of the issuer (the "Board"). Solely for purposes of Section 16 of the Exchange Act, the reporting persons and their affiliates may be deemed to be directors-by-deputization as a result of the service of Mr. Hymowitz on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all the shares reported hereby the reporting persons as a result of or in connection with the transactions reported in this Form 4. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer. See Exhibit 99.2 - Power of Attorney for EG Sponsor LLC See Exhibit 99.3 - Power of Attorney for EnTrust Global Management GP LLC See Exhibit 99.4 - Power of Attorney for GH Onshore GP LLC See Exhibit 99.5 Power of Attorney for Gregg Hymowitz. EG Sponsor LLC; By: /s/ Gregg S. Hymowitz 2023-12-29 EnTrust Global Management GP LLC; By: /s/ Gregg S. Hymowitz 2023-12-29 GH Onshore GP LLC; By: /s/ Gregg S. Hymowitz 2023-12-29 /s/ Gregg S. Hymowitz 2023-12-29 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
Exhibit 99.1

			Joint Filer Information

Name of Joint Filer:				EG Sponsor LLC
Address of Joint Filer:				375 Park Avenue, 24th Floor
						New York, NY 10152
Relationship of Joint Filer to Issuer:		10% Owner
Issuer Name and Ticker or Trading Symbol:	flyExclusive, Inc. [FLYX]
Date of Event Requiring Statement:		12/27/2023
(Month/Day/Year):


Name of Joint Filer:				EnTrust Global Management GP
Address of Joint Filer:				LLC 375 Park Avenue, 24th
						Floor, New York, NY 10152
Relationship of Joint Filer to Issuer:		10% Owner
Issuer Name and Ticker or Trading Symbol:	flyExclusive, Inc. [FLYX]
Date of Event Requiring Statement:		12/27/2023
(Month/Day/Year):


Name of Joint Filer:				GH Onshore GP LLC
Address of Joint Filer:				375 Park Avenue, 24th Floor,
						New York, NY 10152
Relationship of Joint Filer to Issuer:		10% Owner
Title:
Issuer Name and Ticker or Trading Symbol:	flyExclusive, Inc. [FLYX]
(Month/Day/Year):			        12/27/2023


Name of Joint Filer:				Gregg S. Hymowitz
Address of Joint Filer:				375 Park Avenue, 24th Floor,
						New York, NY 10152
Relationship of Joint Filer to Issuer:		10% Owner; Director

Title:
Issuer Name and Ticker or Trading Symbol:	flyExclusive, Inc. [FLYX]
(Month/Day/Year):			        12/27/2023
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
        LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

            1. execute for and on behalf of the undersigned, in the
               undersigned's capacity as a beneficial owner of EG Acquisition
               Corp. (the "Company"), Forms 3, 4 and 5 (and any amendments
               thereto) in accordance with Section 16(a) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and the
               rules thereunder;

            2. do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4 or 5, complete and execute any
               amendments thereto, and timely file such form with the U.S.
               Securities and Exchange Commission (the "SEC") and any securities
               exchange or similar authority, including without limitation the
               filing of a Form ID or any other documents necessary or
               appropriate to enable the undersigned to file the Forms 3, 4 and
               5 electronically with the SEC;

            3. seek or obtain, as the undersigned's representative and on the
               undersigned's behalf, information on transactions in the
               Company's securities from any third party, including brokers,
               employee benefit plan administrators and trustees, and the
               undersigned hereby authorizes any such person to release any such
               information to the undersigned's attorney-in-fact appointed by
               this Limited Power of Attorney and approves and ratifies any such
               release of information; and

            4. take any other action in connection with the foregoing which, in
               the opinion of such attorney-in-fact, may be of benefit to, in
               the best interest of, or legally required by or for, the
               undersigned, it being understood that the documents executed by
               such attorney-in-fact on behalf of the undersigned pursuant to
               this Limited Power of Attorney shall be in such form and shall
               contain such information and disclosure as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

               The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

               The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

               This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 13th day of July, 2021.

                                        Signed and acknowledged:

                                        EG Sponsor LLC

                                        By: /s/ Gregg S. Hymowitz
                                            -----------------------------------
                                        Name:  Gregg S. Hymowitz
                                        Title: Authorized Signatory
EX-99.3 4 attachment3.htm EX-99.3 DOCUMENT 
        LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

            1. execute for and on behalf of the undersigned, in the
               undersigned's capacity as a beneficial owner of EG Acquisition
               Corp. (the "Company"), Forms 3, 4 and 5 (and any amendments
               thereto) in accordance with Section 16(a) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and the
               rules thereunder;

            2. do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4 or 5, complete and execute any
               amendments thereto, and timely file such form with the U.S.
               Securities and Exchange Commission (the "SEC") and any securities
               exchange or similar authority, including without limitation the
               filing of a Form ID or any other documents necessary or
               appropriate to enable the undersigned to file the Forms 3, 4 and
               5 electronically with the SEC;

            3. seek or obtain, as the undersigned's representative and on the
               undersigned's behalf, information on transactions in the
               Company's securities from any third party, including brokers,
               employee benefit plan administrators and trustees, and the
               undersigned hereby authorizes any such person to release any such
               information to the undersigned's attorney-in-fact appointed by
               this Limited Power of Attorney and approves and ratifies any such
               release of information; and

            4. take any other action in connection with the foregoing which, in
               the opinion of such attorney-in-fact, may be of benefit to, in
               the best interest of, or legally required by or for, the
               undersigned, it being understood that the documents executed by
               such attorney-in-fact on behalf of the undersigned pursuant to
               this Limited Power of Attorney shall be in such form and shall
               contain such information and disclosure as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

               The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

               The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

               This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 13th day of July, 2021.

                                        Signed and acknowledged:

                                        EnTrust Global Management GP LLC

                                        By: /s/ Gregg S. Hymowitz
                                            ------------------------------------
                                        Name:  Gregg S. Hymowitz
                                        Title: Authorized Signatory
EX-99.4 5 attachment4.htm EX-99.4 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

      Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

            1. execute for and on behalf of the undersigned, in the
               undersigned's capacity as a beneficial owner of EG Acquisition
               Corp. (the "Company"), Forms 3, 4 and 5 (and any amendments
               thereto) in accordance with Section 16(a) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and the
               rules thereunder;

            2. do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4 or 5, complete and execute any
               amendments thereto, and timely file such form with the U.S.
               Securities and Exchange Commission (the "SEC") and any securities
               exchange or similar authority, including without limitation the
               filing of a Form ID or any other documents necessary or
               appropriate to enable the undersigned to file the Forms 3, 4 and
               5 electronically with the SEC;

            3. seek or obtain, as the undersigned's representative and on the
               undersigned's behalf, information on transactions in the
               Company's securities from any third party, including brokers,
               employee benefit plan administrators and trustees, and the
               undersigned hereby authorizes any such person to release any such
               information to the undersigned's attorney-in-fact appointed by
               this Limited Power of Attorney and approves and ratifies any such
               release of information; and

            4. take any other action in connection with the foregoing which, in
               the opinion of such attorney-in-fact, may be of benefit to, in
               the best interest of, or legally required by or for, the
               undersigned, it being understood that the documents executed by
               such attorney-in-fact on behalf of the undersigned pursuant to
               this Limited Power of Attorney shall be in such form and shall
               contain such information and disclosure as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

               The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

               The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

               This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 13th day of July, 2021.

                                        Signed and acknowledged:

                                        GH Onshore GP LLC

                                        By: /s/ Gregg S. Hymowitz
                                            ------------------------------------
                                        Name:  Gregg S. Hymowitz
                                        Title: Authorized Signatory
EX-99.5 6 attachment5.htm EX-99.5 DOCUMENT 
            LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

            1. execute for and on behalf of the undersigned, in the
               undersigned's capacity as an officer, director and beneficial
               owner of EG Acquisition Corp. (the "Company"), Forms 3, 4 and 5
               (and any amendments thereto) in accordance with Section 16(a) of
               the Securities Exchange Act of 1934, as amended (the "Exchange
               Act"), and the rules thereunder;

            2. do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4 or 5, complete and execute any
               amendments thereto, and timely file such form with the U.S.
               Securities and Exchange Commission (the "SEC") and any securities
               exchange or similar authority, including without limitation the
               filing of a Form ID or any other documents necessary or
               appropriate to enable the undersigned to file the Forms 3, 4 and
               5 electronically with the SEC;

            3. seek or obtain, as the undersigned's representative and on the
               undersigned's behalf, information on transactions in the
               Company's securities from any third party, including brokers,
               employee benefit plan administrators and trustees, and the
               undersigned hereby authorizes any such person to release any such
               information to the undersigned's attorney-in-fact appointed by
               this Limited Power of Attorney and approves and ratifies any such
               release of information; and

            4. take any other action in connection with the foregoing which, in
               the opinion of such attorney-in-fact, may be of benefit to, in
               the best interest of, or legally required by or for, the
               undersigned, it being understood that the documents executed by
               such attorney-in-fact on behalf of the undersigned pursuant to
               this Limited Power of Attorney shall be in such form and shall
               contain such information and disclosure as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

               The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

               The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

               This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 13th day of July, 2021.

                                        Signed and acknowledged:


                                        /s/ Gregg S. Hymowitz
                                        ----------------------------------------
                                                        Signature

                                                    Gregg S. Hymowitz
                                        ----------------------------------------
                                                       Printed Name