SecProbe.io

United States securities and exchange commission logo
February 15, 2024
Thomas James Segrave, Jr.
Chief Executive Officer and Chairman
flyExclusive, Inc.
2860 Jetport Road
Kinston, NC 28504
Re:flyExclusive, Inc.
Registration Statement on Form S-1
Filed January 19, 2024
File No. 333-276627
Dear Thomas James Segrave:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 19, 2024
Cover Page
1.For each of the shares of Class A Common Stock and warrants being registered for resale,
disclose the price that the selling securityholders paid for such shares and warrants and
units overlying such shares.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
ordinary shares. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameThomas James Segrave, Jr.
 Comapany NameflyExclusive, Inc.
 February 15, 2024 Page 2
 FirstName LastName
Thomas James Segrave, Jr.
flyExclusive, Inc.
February 15, 2024
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that all of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A common stock.
Risks Relating to Our Organization and Structure
We have identified material weaknesses in our internal control over financial reporting..., page
26
4.We note your statement on page 27 that you may not be able to timely file reports required
by the Exchange Act.  We also note that you did not timely file a Form 10-Q for the
quarter ended September 30, 2023.  Update and revise your risk factor to state that you did
not timely file the report and that you may not be able to file timely in the future.
Risk Factors
Risks Related to Our Securities
Substantial future sales of our Class A Common Stock by the Selling Stockholders could cause
the market price of our Class A Common Stock..., page 28
5.We note your disclosure that the securities registered pursuant to this registration
statement represent approximately 91% of your total shares of Class A Common Stock
outstanding on a fully diluted basis.  Please revise your risk factor to disclose the purchase
price of the securities being registered for resale and the percentage that these shares
currently represent of the total number of shares outstanding.  Also disclose that even
though the current trading price is below the SPAC IPO price, the private investors have
an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
6.We note that the projected revenues for 2023 were $522 million, as set forth in certain
financial projections prepared by the management of LGM and provided to the Board, in
connection with the evaluation of the Business Combination.  We also note that your
actual revenues for the Nine Months Ended September 30, 2023 was approximately $239
million.  It appears that you will miss your 2023 revenue projection.  Please update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity in light of these circumstances.

 FirstName LastNameThomas James Segrave, Jr.
 Comapany NameflyExclusive, Inc.
 February 15, 2024 Page 3
 FirstName LastName
Thomas James Segrave, Jr.
flyExclusive, Inc.
February 15, 2024
Page 3
7.We note your disclosure that you may "attempt to raise additional capital through the sale
of equity securities or through debt financing arrangements" and that you "believe that
[y]our existing cash on hand, cash generated from operations and available borrowings
under [your] term loan will enable [you] to secure refinancing as needed to meet [your]
obligations as they become due within the next 12 months."  In light of the significant
number of redemptions and the unlikelihood that the company will receive significant
proceeds from exercises of the warrants because of the disparity between the exercise
price of the warrants and the current trading price of the Class A common stock, expand
your discussion of capital resources to address any changes in the company’s liquidity
position since the business combination. If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Thomas James Segrave, Jr., a beneficial owner of over 68% of your
outstanding shares, will, following the lock-up period, be able to sell all of its shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
General
9.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares, warrants and units,
and the price that the public securityholders acquired their shares and warrants. Disclose
that while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameThomas James Segrave, Jr.
 Comapany NameflyExclusive, Inc.
 February 15, 2024 Page 4
 FirstName LastName
Thomas James Segrave, Jr.
flyExclusive, Inc.
February 15, 2024
Page 4
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 or Daniel Morris,
Legal Branch Chief, at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Donald R. Reynolds