flyExclusive, Inc. (f/k/a EG Acquisition Corp.)
79.70%
24,553,145
1843973
343928107
Mar 20, 2025
Mar 25, 2025, 09:58 PM
Reporting Persons (9)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Gregg S. Hymowitz | Individual | 79.70% | 24,553,145 | 0 | 24,553,145 |
| EnTrust Global Partners LLC | Investment Adviser | 50.90% | 12,326,712 | 0 | 12,326,712 |
| EnTrust Global LLC | Holding Company | 45.60% | 12,226,433 | 0 | 12,226,433 |
| GH EP Holdings LLC | Other | 45.60% | 12,226,433 | 0 | 12,226,433 |
| EnTrust Global Group LLC | Holding Company | 45.60% | 12,226,433 | 0 | 12,226,433 |
| EnTrust Global Partners Offshore LP | Investment Adviser | 45.60% | 12,226,433 | 0 | 12,226,433 |
| EG Sponsor LLC | Holding Company | 45.60% | 12,226,433 | 0 | 12,226,433 |
| EnTrust Emerald (Cayman) LP | Holding Company | 39.30% | 9,517,808 | 0 | 9,517,808 |
| ETG Omni LLC | Holding Company | 13.90% | 2,808,904 | 0 | 2,808,904 |
Disclosure Items (6)
Class A Common Stock, $0.0001 par value
flyExclusive, Inc. (f/k/a EG Acquisition Corp.)
2860 Jetport Road, Kinston, NC, 28504
This Schedule 13D is being filed by Gregg 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 (each, a "Reporting Person").
The principal business address of each Reporting Person is 375 Park Avenue, 24th Floor, New York, NY 10152.
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 and EnTrust Global Partners Offshore LP is managing investments of EnTrust Global's clients and investment funds, the principal business of EnTrust Global Group LLC, EnTrust Global LLC, and GH EP Holdings LLC, are to serve as holding companies within the EnTrust Global group of companies, and the principal business of EnTrust Emerald (Cayman) LP and ETG Omni LLC is holding investments of certain Entrust Global investors. The executive officers of Sponsor are Gregg Hymowitz and Matthew Lux. The managing member of Sponsor is EnTrust Global Partners Offshore LP. The executive officers of EnTrust Global Partners Offshore LP and EnTrust Global Partners LLC are Gregg Hymowitz and various employees of EnTrust Global. The non-economic general partner of EnTrust Global Partners Offshore LP is EnTrust Global Group LLC. The managing member of EnTrust Global Group LLC is EnTrust Global LLC. The managing member of EnTrust Global LLC is GH EP Holdings LLC. EnTrust Global Partners LLC is the General Partner of EnTrust Emerald (Cayman) LP and the manager of ETG Omni LLC. The managing member of EnTrust Global Partners LLC is EnTrust Global LLC.
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 or state securities laws, or finding any violation with respect to such laws.
Gregg Hymowitz is a U.S. Citizen. Sponsor, EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC, ETG Omni LLC, and EnTrust Global Partners LLC are Delaware limited liability companies. EnTrust Global Partners Offshore LP is a Delaware limited partnership. EnTrust Emerald (Cayman) LP is a Cayman Islands limited partnership.
The disclosure in Item 3 is hereby supplemented by adding the following at the end thereof: On March 21, 2025, pursuant to a securities purchase agreement (the "Securities Purchase Agreement") by and between the Issuer and Sponsor, the Issuer, among other things, issued and sold a warrant to Sponsor to purchase up to 1,268,100 shares of Class A Common Stock, which is exercisable at an exercise price of $0.01 per share. The warrant expires on March 21, 2030. Pursuant to the Securities Purchase Agreement Sponsor received securities in exchange for the Sponsor's cancellation of a promissory note under which the Issuer owed Sponsor an amount of principal plus accrued interest equal to $4,227,040.06. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is incorporated by reference herein as Exhibit 10.1.
Gregg Hymowitz beneficially owns 24,553,145 shares of Class A Common Stock (as determined and described above), which represent 79.7%% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above). Sponsor, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC and GH EP Holdings LLC beneficially own 12,226,433 shares of Class A Common Stock (as determined and described above), which represent 45.6% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above). EnTrust Emerald (Cayman) LP beneficially owns 9,517,808 shares of Class A Common Stock (as determined and described above), which represent 39.3% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above). ETG Omni LLC beneficially owns 2,808,904 shares of Class A Common Stock (as determined and described above), which represent 13.9% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above). EnTrust Global Partners LLC beneficially owns 12,326,712 shares of Class A Common Stock (as determined and described above), which represent 50.9% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
Gregg Hymowitz has shared power to vote and shared power to dispose of 24,553,145 shares of Class A Common Stock. Sponsor, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC and GH EP Holdings LLC have shared power to vote and shared power to dispose of 12,226,433 shares of Class A Common Stock. EnTrust Emerald (Cayman) LP has shared power to vote and shared power to dispose of 9,517,808 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 12,326,712 shares of Class A Common Stock
No transactions in the Issuer's capital stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above and Item 6 below.
Not applicable
Not applicable
Reference is made to the transaction stated in Item 3 above. Securities Purchase Agreement On March 21, 2025, Sponsor entered into a Securities Purchase Agreement with the Issuer whereby (i) Sponsor purchased 20,408 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 1,268,100 shares of Class A Common Stock, exercisable at an exercise price of $0.01 per share. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 and cannot be converted into shares of Class A Common Stock at the option of the Reporting Persons earlier than December 31, 2025. The foregoing summary of certain terms and conditions of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Securities Purchase Agreement, a copy of which is incorporated by reference herein as Exhibit 10.1.
Exhibit 10.1 Securities Purchase Agreement, dated as of March 21, 2025, by and between flyExclusive, Inc. and EG Sponsor LLC (incorporated by reference to Exhibit 10.27 on the Issuer's Form 10-K, filed on March 24, 2025). Exhibit 10.2 Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 21, 2025 (incorporated by reference to Exhibit 3.5 on the Issuer's Form 10-K, filed on March 24, 2025). Exhibit 10.3 Form of Warrant issued in March 21, 2025 (incorporated by reference to Exhibit 4.4 on the Issuer's Form 10-K, filed on March 24, 2025). Exhibit 99.1 Joint Filing Agreement, dated as of March 25, 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.