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United States securities and exchange commission logo
June 5, 2023
Gregg S. Hymowitz
Chief Executive Officer
EG Acquisition Corp.
375 Park Avenue, 24th Floor
New York, NY 10152
Re:EG Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 5, 2023
File No. 001-40444
Dear Gregg S. Hymowitz:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 5, 2023
Letter to EG Acquisition Corp. Stockholders / Cover Page, page 0
1.Due to the level of redemptions by public stockholders and founder share conversions
disclosed in the Form 8-K that EG Acquisition filed on May 25, 2023, the Sponsor now
appears to control a majority of the outstanding Class A common stock.  Please revise
your proxy statement to reflect the impact of this control on the approval of the various
proposals, including the Transaction Proposal.
2.We note that following the business combination, PubCo will have two classes of
common stock. Please revise the cover page to disclose this dual class structure and
briefly describe the material features of each class.
3.We note your disclosure that following the Closing, regardless of the percentage of
redemptions, the Existing Equityholders will hold a majority of the PubCo Class B
Common Stock and as a result, will control a majority of the voting power of PubCo.  We

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further note you disclose that, as a result of the Existing Equityholders’ holdings after
Closing, you will qualify as a “controlled company” within the meaning of the corporate
governance standards of the NYSE.  Please disclose that you will be a controlled company
following the Closing on your cover page.  Also disclose that upon the completion of the
Business Combination, Thomas James Segrave, Jr., who will serve as PubCo's CEO, will
control PubCo through his holdings of a percentage of outstanding PubCo Class A
Common Stock and PubCo Class B Common Stock constituting approximately 54.2%,
assuming no shares of EGA Class A Common Stock are redeemed and 78.4%, assuming
the maximum shares of EGA Class A Common Stock are redeemed.
Questions and Answers About the Business Combination
What voting interests will EGA's current stockholders, Sponsor, Bridge Note Lenders, and the
Existing Equityholders hold in PubCo, page 14
4.Please revise your disclosures here and elsewhere to include a third scenario reflecting an
interim redemption level.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming stockholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum, and interim
redemption levels. Also include disclosure regarding your underwriting fees on a
percentage basis for shares at each redemption level.
Summary of the Proxy Statement
Interests of Certain Persons in the Business Combination, page 46
6.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Risk Factors
Significant increases in fuel costs could have a material adverse effect on our business, financial
condition and results of operations, page 68
7.We note you disclose that the majority of your contractual service obligations allow you
to make rate adjustments to account for changes in fuel prices. Please update your
disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures in
the other cases. We also note you disclose on page 227 that your cost of revenue increased
by 60% for the year ended December 31, 2022 compared to the year ended December 31,
2021 in part due to cost of revenue associated with aircraft management and increased
average fuel prices. Provide updated risk factor disclosure if recent inflationary pressures
have materially impacted your operations. In this regard, identify the types of inflationary
pressures you are facing and how your business has been affected.

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For the past two years, a significant portion of our total revenues has been derived from one
customer., page 76
8.You disclose that for the years ended December 31, 2022 and 2021, one customer has
accounted for 39% and 23% of total revenue and such customer accounted for
approximately $8.7 million of accounts receivable for the year ended December 31, 2022,
which represented approximately 91% of your total accounts receivable at that time.
Please describe the material terms of any agreement(s) or arrangement(s) that LGM or its
subsidiaries has entered into with this customer.
If the Business Combination is not completed, potential target businesses may have leverage
over EGA in negotiating, page 84
9.Update your disclosure here and elsewhere to reflect the amendment to your Amended
and Restated Certificate of Incorporation to extend the date by which you must
consummate your initial business combination, up to 5 times, initially from May 28, 2023
to August 28, 2023, and thereafter for additional one month periods commencing on
August 28, 2023 through and until December 28, 2023 (or such earlier date after May 28,
2023 as determined by the Company’s board of directors).  Also describe any extension
payment(s) agreed to by the sponsor.
The A&R PubCo Charter contains forum limitations for certain disputes between us and our
stockholders that could limit the ability, page 97
10.We note your disclosure here that your exclusive forum provisions do not apply to claims
arising under the Securities Act, the Exchange Act or other federal securities laws for
which there is exclusive federal or concurrent federal and state jurisdiction, and that the
A&R PubCo Charter also provides that, unless you consent in writing to the selection of
an alternative forum, the federal district courts of the United States of America are the
sole and exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act.  This disclosure is inconsistent with Section 14 of your
A&R PubCo Charter attached as Annex B and your disclosures on pages 148 and
286, which state that unless PubCo consents in writing to the selection of an alternative
forum, the federal district courts of the United States will be the exclusive forum for
resolving any complaint asserting a cause of action arising under the Securities Act, the
Exchange Act and the rules and regulations thereunder.  Please revise your disclosure to
reconcile this inconsistency.
Background of the Business Combination, page 154
11.Revise your disclosure throughout this section to discuss in greater detail the substance of
meetings and discussions among representatives of the parties, including the material
issues that were discussed, how parties' positions differed, and how issues were resolved.
For example, please further discuss how the parties determined the transaction structure of
LMG. In addition, expand the discussion of the meetings and negotiations among

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"representatives" of the parties to name the individuals involved. For example, if the
"employee of EnTrust Global" who suggested that EGA consider a potential business
combination with LGM is a member of management or an affiliate of the sponsor or EGA,
name the individual and discuss the affiliation(s).
12.We note you state generally that "[t]he Equity Purchase Agreement was principally
negotiated between June 14, 2022 and October 16, 2022, and several drafts were
exchanged between Willkie and Wyrick during such time," and that "[t]opics negotiated
included the closing conditions, the representations and warranties of EGA and LGM
respectively, certain interim operating covenants of EGA and LGM respectively, and
certain tax matters."  Please expand your disclosure to include a more detailed description
of the negotiations surrounding the material terms of the Equity Purchase Agreement and
related transactions.
13.Where information was exchanged between the parties during negotiations, clarify
whether such information included any forecasts by LMG or its advisors.
14.It appears that negotiations regarding the Bridge Notes and the business combination had
been ongoing and several special board meetings had taken place before a Transaction
Committee of the Board was directed to separately meet to review the proposed business
combination and various other related matters and make recommendations to the Board
with respect thereto. Revise to clarify when potential interests in the transactions by
certain of its officers and directors were first disclosed to all independent members of the
board, and when the Transaction Committee, which is first mentioned on page 159, was
formed.
15.You disclose that EGA reviewed over 100 target candidates in different industries and had
substantive discussions with over 20 potential targets, which included signing non-
disclosure agreements, conducting preliminary due diligence, and/or meetings with senior
executives and other senior members of management of, or investors in, those potential
targets.  However, your disclosure in this section appears to focus almost exclusively on
the business combination with LGM.  Please expand your discussion in this section
to describe the process utilized to evaluate the other potential targets.  Please discuss
the information gathered, how and by whom it was evaluated, the negotiations
which occurred, and any alternative offers that were made or received.  Your disclosure
should clearly describe the reasons you did not further consider any alternative proposal
and explain why EGA deems the business combination with LGM to be superior
to available alternatives.
16.You disclose that on April 26, 2022, the parties agreed to and executed the non-
binding letter of intent, which provided, among other things, that the potential business
combination with LGM would be based on a total enterprise value of LGM of
$600 million.  Please expand your disclosure to discuss how this valuation was
determined.

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17.You disclose on page 246 that you agreed not to enter into a definitive agreement
regarding the Business Combination without the prior consent of your sponsor.  Please
expand your disclosure in this section to discuss whether the sponsor's prior consent
right impacted your search for an acquisition target.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
LGM
Overview of Our Business, page 220
18.We note that you describe the company as having a diversified and evolving business
model that generates charter revenue through wholesale and retail ad hoc flights and a jet
club membership program, guaranteed revenue program, fractional program, partnership
program and other services.

However, on page F-39, you indicate that revenue is derived mainly from the jet club,
guaranteed revenue, and fractional programs along with maintenance, repair and overhaul
services, and in your revenue details on page F-58 you associate 98% or more of total
revenues for all periods with the category of flights.

We also note that you provide essentially the same discussion and analysis of the 54% and
72% increases in revenue for 2022 and 2021 on pages 226-229, in which you attribute the
increases to growth in the aircraft fleet and higher airfare rates, without any discussion of
revenues associated with the various programs or the extent to which revenues increased
due to increases in flights or flight hours and to increases in prices.

Please revise your disclosures in MD&A as necessary to clarify the relative significance
of the various revenue programs and services and the extent to which changes in revenues
are attributable to changes in participation, flight hours, services and prices to comply
with Item 303(a) and (b)(2)(iii) of Regulation S-K.

Please also expand or revise your revenue disaggregation disclosures to more clearly
associate the revenue categories with the various revenue generating activities and
programs described in MD&A to comply with FASB ASC 606-10-55-89, 90 and 91, and
to clarify the extent to which revenues that are presently characterized as flights are
derived from participants in your various programs.
19.We note your disclosure of the fractional ownership revenue program, under
which customers agree to purchase an ownership interest in an aircraft for a contractual
term of up to five years, and thereby gain access to your entire fleet, although also
indicating the arrangement involves two stages, the first of which appears to convey
access to the fleet before any change in ownership occurs.

Please expand your accounting policy disclosures as necessary to clarify your rationale for
presenting sales of fractional ownership interests as revenue, to explain how the benefits
associated with the fractional ownership interests change at the end of the contractual

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term, and to describe the terms of any arrangements to repurchase the fractional
ownership interests.

Please also describe the timeline between enrollment and participation in the program and
conveyance of the ownership interests, and the circumstances under which the
arrangement would be established and maintained in the absence of having a designated
aircraft, as you have indicated occurs.

Tell us the total number of participants in the program at the end of each period and the
number of such participants who had not yet acquired the ownership interests, along with
the reasons and your expectations for completing the sales. Tell us the specific accounting
guidance that you have relied upon in formulating your accounting policy.
20.Please expand your discussion and analysis of cost of revenues on pages 227 and 229 as
necessary to clarify the extent to which the 60% and 86% increases for 2022 and 2021
were attributable to increases in the number of flight legs, costs of aircraft operation or
management, and fuel prices to comply with Item 303(a) and (b)(2)(ii) of Regulation S-K.

This guidance requires that you provide descriptions and amounts of matters that have had
a material impact on reported operations, matters that are reasonably likely to have a
material impact on future operations, and that you address any material change in the
relationship between costs and revenues.

Please include the number of flight legs and changes therein along with this disclosure and
incrementally in your tabulation of key operating metrics on page 224.
Key Operating Metrics, page 223
21.We note that you disclose total member counts, hours per aircraft, and customers per
aircraft and indicate that you