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CORRESP
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CORRESP

 August 14, 2023

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mark Wojciechowski

Karl Hiller

Timothy S. Levenberg

Irene Barberena-Meissner

Re:
 EG Acquisition Corp.

 Preliminary Proxy Statement on Schedule 14A

 Filed May 5, 2023

 File No. 001-40444

Dear Mr. Wojciechowski, Mr. Hiller, Mr. Levenberg, and Ms. Barberena-Meissner,

On behalf of our client, EG Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 5, 2023 on the Company’s Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”). An electronic version of the revised Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been concurrently filed with the Commission through its EDGAR
system.

 Because of the commercially sensitive nature of certain information contained herein, this submission is accompanied by the
Company’s request for confidential treatment of selected portions of this letter pursuant to 17 C.F.R §200.83 and the Freedom of Information Act. The Confidential Information is marked with bracketed asterisks (“[***]”), and with
the confidentiality legend required by Rule 83.

 The Staff’s comments are repeated below in bold and are followed by the
Company’s responses. We have included page references in the Amended Proxy Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended
Proxy Statement.

 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.

 The
registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on the cover page and pages 13, 22, 23, 24, 48, 50, 87, 103, and 140 in response to the Staff’s comment.

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.

 The
registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s comment.

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 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.

 The registrant respectfully acknowledges the Staff’s
comment and has revised the cover page to disclose that PubCo will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and 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 B Common Stock constituting approximately 75.3% to 75.8%, assuming no shares of EGA Class A Common Stock are
redeemed and 77.7% to 78.1%, 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.

 The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures
on pages 9, 16-20, 36-44, 56-57, 61-64, 145-147 to include a third scenario reflecting an interim redemption level of 25%.

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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.

 The registrant respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 19 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. In addition, the registrant has revised the disclosure on page 20 to show 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.

 The
registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 53, 88, 97, 168 and 266 in response to the Staff’s comment.

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

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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.

 The registrant respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 73 in response to the Staff’s comment.

 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.

The registrant respectfully acknowledges the Staff’s comment and advises the Staff that the agreement with the customer in question was
terminated on June 30, 2023. The registrant has revised the disclosure on page 81 in light of such termination. In addition, the on July 5, 2023, the customer in question commenced a breach of contract lawsuit against Exclusive Jets,
LLC by filing a complaint in the United States District Court for the Southern District of New York. The registrant has revised the disclosure on page 237 to include a summary of the lawsuit, pursuant to Item 103 of Regulation S-K.

 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.

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 The registrant respectfully acknowledges the Staff’s comment and has revised the
disclosures on page 90, 96 and elsewhere to reflect the amendment to its Amended and Restated Certificate of Incorporation to extend the date by which it must consummate its initial business combination, up to five 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). In addition, the registrant has updated the disclosures on pages 156 and 216 to describe the extension payments agreed to by 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.

 The registrant respectfully acknowledges the Staff’s comment and has
revised Section 14 of the A&R PubCo Charter on pages B-8 and the disclosures on pages 162, 163 and 311 to make federal district courts of the United States of America the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act, consistent with the disclosure made on pages 104 and 105.

 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 “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).

The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 169 through 176 in response to
the Staff’s comment.

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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.

 The registrant respectfully acknowledges
the Staff’s comment and has revised the disclosures on pages 173 and 174 in response to the Staff’s comment.

13.
 Where information was exchanged between the parties during negotiations, clarify whether such information
included any forecasts by LMG or its advisors.

 The registrant respectfully acknowledges the Staff’s comment and
has revised the disclosures on page 171 in response to the Staff’s comment.

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.

 The registrant respectfully acknowledges the Staff’s comment and has revised the
disclosures on pages 175 and 176 in response to the Staff’s comment.

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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.

The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on page 170 in response to the Staff’s
comment.

16.
 You disclose that on Apri