SEC Comment Letter 0000000000-23-013664 to FLYEXCLUSIVE INC. (FLYX)
FLYEXCLUSIVE INC.
Date: Dec. 14, 2023 · CIK: 0001843973 · Accession: 0000000000-23-013664
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40444
Letter
United States securities and exchange commission logo December 14, 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 November 24, 2023 File No. 001-40444 Dear Gregg S. Hymowitz: We have reviewed your filing and have the following comment(s). Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note your disclosure on page 24 that your sponsor is affiliated with EnTrust Global Partners LLC (“EnTrust Global”) and EnTrust Global Management GP LLC, has sole voting and dispositive power over the Founder Shares owned by your sponsor. You further disclose that Gregg Hymowitz is the Chairman, Chief Executive Officer, Founder and Managing Partner of EnTrust Global and is a U.S. citizen. Please revise to clarify whether your sponsor or EnTrust Global Management GP LLC, as the entity with sole voting and dispositive power over the sponsor's Founder Shares, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. In this regard, we note your prior disclosure in your Definitive Proxy Statement on Schedule 14A filed November 13, 2023 that Gary Fegel, a non-U.S. person indirectly owns a substantial minority position in the Sponsor. 2.Please clarify your disclosures regarding how shareholders can redeem their shares in connection with the extension meeting. In this regard, we note that the special meeting to
FirstName LastNameGregg S. Hymowitz Comapany NameEG Acquisition Corp. December 14, 2023 Page 2 FirstName LastName Gregg S. Hymowitz EG Acquisition Corp. December 14, 2023 Page 2 approve the proposed business combination is scheduled for December 18, 2023, and it is contemplated that this annual meeting to consider the extension proposal will take place on December 22, 2023. For example, if a shareholder submitted a written request to redeem its shares in advance of the special meeting to approve the initial business combination and delivered its shares to the transfer agent in connection with such redemption request, can such shareholder also submit a redemption request in connection with the extension proposal? If so, how would the shareholder follow the instructions in this extension proxy that require the shareholder to deliver its shares to the transfer agent? 3.Please revise to disclose that if the proposed business combination is approved and all closing conditions are satisfied before December 22, 2023 this annual meeting will be cancelled. 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. Please contact Timothy 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
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United States securities and exchange commission logo
December 14, 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 November 24, 2023
File No. 001-40444
Dear Gregg S. Hymowitz:
We have reviewed your filing and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note your disclosure on page 24 that your sponsor is affiliated with EnTrust Global
Partners LLC (“EnTrust Global”) and EnTrust Global Management GP LLC, has sole
voting and dispositive power over the Founder Shares owned by your sponsor. You
further disclose that Gregg Hymowitz is the Chairman, Chief Executive Officer, Founder
and Managing Partner of EnTrust Global and is a U.S. citizen. Please revise to clarify
whether your sponsor or EnTrust Global Management GP LLC, as the entity with sole
voting and dispositive power over the sponsor's Founder Shares, is controlled by, or has
substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity
associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. In this regard, we note your prior disclosure in
your Definitive Proxy Statement on Schedule 14A filed November 13, 2023 that Gary
Fegel, a non-U.S. person indirectly owns a substantial minority position in the Sponsor.
2.Please clarify your disclosures regarding how shareholders can redeem their shares in
connection with the extension meeting. In this regard, we note that the special meeting to
FirstName LastNameGregg S. Hymowitz
Comapany NameEG Acquisition Corp.
December 14, 2023 Page 2
FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
December 14, 2023
Page 2
approve the proposed business combination is scheduled for December 18, 2023, and it is
contemplated that this annual meeting to consider the extension proposal will take place
on December 22, 2023. For example, if a shareholder submitted a written request to
redeem its shares in advance of the special meeting to approve the initial business
combination and delivered its shares to the transfer agent in connection with such
redemption request, can such shareholder also submit a redemption request in connection
with the extension proposal? If so, how would the shareholder follow the instructions in
this extension proxy that require the shareholder to deliver its shares to the transfer agent?
3.Please revise to disclose that if the proposed business combination is approved and all
closing conditions are satisfied before December 22, 2023 this annual meeting will be
cancelled.
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.
Please contact Timothy 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