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August 25, 2023
Gregg S. Hymowitz
Chief Executive Officer
EG Acquisition Corp.
375 Park Avenue, 24th Floor
New York, NY 10152
Re:EG Acquisition Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 14, 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. Unless we note otherwise, our references to prior comments are to comments in our
June 5, 2023 letter.

Preliminary Proxy Statement on Schedule 14A as amended on August 14, 2023
Letter to Stockholders / Cover Page, page 0
1.We note the revised disclosure you provided in response to prior comment 1.  Since
passage of all the proposed transactions will be assured due to the Sponsor's current
ownership of 57% of the issued and outstanding shares of EGA Common Stock, please
highlight this more prominently and earlier in the filing.
2.Please revise to identify the Bridge Note Lenders. In this regard, we note your disclosure
regarding the purchasers of the Bridge Notes on page 167 and elsewhere.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 August 25, 2023 Page 2
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
August 25, 2023
Page 2
Risk Factors
On June 30, 2023, we terminated our agreement with a customer that accounted for a significant
portion of our total revenues, page 81
3.We note your revised disclosure in response to prior comment 8 that on June 30, 2023
you terminated your agreement with a customer, who for the years ended December 31,
2022 and 2021 accounted for 39% and 23% of total revenue, respectively, and for the
quarters ended March 31, 2023 and 2022 accounted for 33% and 37% of total revenue,
respectively.  Please revise to identify this customer.  In this regard, we note your
disclosure describing the lawsuit filed by this customer against flyExclusive on page 237.
The A&R PubCo Charter contains forum limitations for certain disputes between us and our
stockholders that could limit the ability, page 104
4.We note your response to prior comment 10.  Please tell us how you will inform investors
in future filings that your exclusive forum provision does not apply to Securities Act or
Exchange Act claims.
Background of the Business Combination, page 169
5.We note you make reference to multiple sets of projections, including projections
referenced on page 170 that the EnTrust Global employee received in June 2021 and
provided to EGA and projections referenced on page 171 that LGM provided to EGA
subsequent to the execution of the non-disclosure agreement.  Please describe each set of
projections and explain why they were prepared.  Also discuss any material changes or
updates to these sets of projections and the projections which are summarized in the proxy
statement / prospectus and explain the reasons the changes were made.
The Board's Reasons for Approving the Business Combination, page 176
6.You indicate that according to a study, "the potential total addressable market for private
aviation is expected to grow to more than $43 billion in 2025 (compared with an estimated
$32 billion in 2021)."  Please revise to include the source and date of this study.
7.We note your disclosure on page 81 that you terminated your agreement with a customer,
who for the years ended December 31, 2022 and 2021 accounted for 39% and 23% of
total revenue, respectively, and for the quarters ended March 31, 2023 and 2022
accounted for 33% and 37% of total revenue, respectively, and that a failure to materially
replace the revenue derived from such customer may adversely affect your financial
condition and results of operations.  Please disclose whether the EGA Board has
considered the termination of this agreement, including the impact on LGM's liquidity and
projections, in recommending that the EGA stockholders approve the business
combination.
8.We note your disclosure on page 99 that LGM prepared the LGM Projections prior to
conducting a PCAOB audit, which changed the manner of accounting and materially

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 Comapany NameEG Acquisition Corp.
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EG Acquisition Corp.
August 25, 2023
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impacted the forecasts used in the LGM Projections, and in addition, since the LGM
Projections were prepared in October 2022, certain factors arose with the passage of time
that affected LGM’s actual results in 2022 and 2023 to date, including, among other
things, (i) delays in aircraft deliveries and (ii) a less favorable macroeconomic
environment.  We further note you disclose the LGM Projections were prepared
approximately 10 months ago, as well as the foregoing factors, and that the LGM
Projections do not reflect LGM management’s current view on future
performance.  Please disclose what consideration, if any, the EGA Board gave to seeking
updated projections and/or an updated fairness opinion in light of these developments, and
if not, disclose why not.
9.To the extent that revised projections were made public or were provided to EGA, discuss
the board's consideration (if any) of the updated projections.  In this regard, we note the
projections for flyExclusive included in the investor presentation filed as Exhibit 99.1 to
the Form 8-K you filed on June 15, 2023 are different from the LGM projections
disclosed in your proxy statement / prospectus.
Certain Projected Financial Information of LGM, page 179
10.We note your risk factor disclosure on page 99 stating that the LGM Projections do not
reflect LGM management’s current view on future performance.  Please also include this
disclosure here and provide a cross-reference to the risk factor addressing related risks.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
LGM
Overview of Our Business
Key Operating Metrics, page 241
11.We note that in response to prior comment 21 you have provided disclosure to clarify that
an account is considered active at the end of a reporting period if the account has a credit
balance, although you did not specify the number of customers contributing to revenues
each period.

Given that your measure of customers per aircraft is defined as the total member count
divided by the number of aircraft on your operating certificates at the end of the reporting
period, we understand this measure includes members that may or may not have been on
any flights during the period, and aircraft that may or may not have been utilized for
flights during the period.

Please further clarify the number of members that have taken flights for each period and
the number of aircraft that have been utilized for flights each period.
Results of Operations, page 245
12.We note that in response to prior comment 20 you have expanded the table of key
operating metrics to include total flight hours, and have provided disclosure to explain that

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EG Acquisition Corp.
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costs of revenue increased "primarily due to an increase in total flight hours" and to an
"increase in average fuel prices," although without clarifying the extent of the change
attributable to these factors or to other costs of aircraft operation and management.

Please further expand your disclosures to address the requirements referenced in our prior
comment, including the language in Item 303(b) of Regulation S-K that requires
descriptions of the underlying reasons for material changes in line items be made in both
quantitative and qualitative terms, including components within line items that offset one
another. Please similarly revise your discussion and analysis of revenues to quantify the
changes attributable to volumes and separately to prices.

The extent to which each material factor contributed to the overall change in the revenue
and cost of revenue line items should be clear. However, if you believe the amounts are
not material and prefer to refrain from disclosing this information on that basis, please
clarify your disclosure and advise us of the amounts.
13.We note your disclosure on page 81 referring to a significant customer in explaining that
you "expected the percentage of total revenue concentrated in such customer to continue
to decrease over the next few years" while also stating that a failure to replace the revenue
may adversely affect your financial condition and results of operations.

However, you also explain that you terminated your relationship with the customer on
June 30, 2023, and that 39% of your revenues in 2022 and 33% of your revenues for the
subsequent interim quarter were derived from the customer.

Please expand this disclosure to explain when you had initially formulated an expectation
for declining revenues from the customer, to describe the circumstances that precipitating
this expectation, and to clarify the extent to which you now have any expectation of
receiving further revenues from the customer or of recovering the receivable balance.

Also expand Management's Discussion and Analysis on pages 238 through 257 to address
the indicative value of your reported financial information, which should include
providing quantification of the activity associated with the customer, as reported in your
Balance Sheet, Statements of Operations, and Statements of Cash Flows, where the
effects are material and reasonably likely not to continue or not to be recoverable, and
address any material change that is reasonably likely to arise from this event, in terms of
altering the relationship between costs and revenues, if such relationship pertaining to this
customer differed materially from others.

You are required to focus specifically on material events that are reasonably likely to
cause your reported financial information not to be necessarily indicative of future
operating results or of future financial condition to comply with Item 303(a) of Regulation
S-K.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 August 25, 2023 Page 5
 FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
August 25, 2023
Page 5
Given the significance of this event, please also provide corresponding disclosures along
with your pro forma information, to include narratives in the Introduction on page 113,
under Material Events and Background Relevant to Material Events on page 11, and
within footnotes to the tabulations on pages 122 through 125.
Financial Statements, page F-1
14.We note your response to prior comment 27, referring to several pages in the interim
financial statements of LGM Enterprises LLC, where you have provided clarifying
disclosures, although these do not appear to cover all of the tabulation in the
accompanying notes, and you have not made the requested revisions to the annual
financial statements which have been repositioned to pages F-52 through F-86.

Please revise the annual financial statements as requested in our prior comment; also
discuss the need to obtain an updated or dual-dated audit opinion with the auditor in
connection with these revisions.  Please ensure that all interim financial statements and
tabulations identify amounts that are shown in thousands of dollars.
15.Please update the Schedule 14A to include financial statements of EGA and LGM
covering the quarter ended June 30, 2023 to comply with Rule 8-08 of Regulation S-X.
Please also update the pro forma financial information and other disclosures as necessary
to encompass the recently completed interim period.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Karl Hiller, Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the financial statements and related matters. Please contact Timothy S. Levenberg,
Special Counsel, at (202) 551-3707 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-
6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean M. Ewen, Esq., of Willkie Farr & Gallagher LLP