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   flyExclusive, Inc. 2860 Jetport Road Kinston, NC 28504   June 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar

 Re:

 Acceleration Request flyExclusive, Inc. Registration Statement on Form S-3 Filed June 2, 2025 (File No. 333-287720)

 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), flyExclusive, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Monday, June 30, 2025 at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.   The Registrant hereby authorizes Donald R. Reynolds, Alexander M. Donaldson, and/or Christopher P. Agoranos of Wyrick Robbins Yates & Ponton LLP to orally modify or withdraw this request for acceleration.   Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Donald R. Reynolds at (919) 865-2805. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Reynolds via email at dreynolds@wyrick.com .

 Very truly yours,

 FLYEXCLUSIVE, INC.

 By:
 /s/ Thomas James Segrave, Jr.

 Thomas James Segrave, Jr.

 Chief Executive Officer and Chairman

   cc: Donald R. Reynolds, Wyrick Robbins Yates & Ponton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

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-3
 Filed June 2, 2025
 File No. 333-287720
Dear Thomas James Segrave Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Chris Agoranos
</TEXT>
</DOCUMENT>

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flyExclusive, Inc.

2860 Jetport Road

Kinston, NC 28504

December 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 flyExclusive, Inc.

 Registration Statement on Form S-1

 File No. 333-282855

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, flyExclusive, Inc. (the “Registrant”) hereby respectfully requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the registration statement on Form S-1 (File No. 333-282855) (the “Registration Statement”), of the Registrant, relating to the registration of certain of the Registrant’s securities, so that it may become effective on Wednesday, December 4, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the following:

•should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please be advised that there are no underwriters or sales agents involved as the Registration Statement is for a resale offering by selling stockholders.

1

Division of Corporation Finance

December 2, 2024

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Don Reynolds at (919) 865-2805. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at dreynolds@wyrick.com.

Sincerely,

FLYEXCLUSIVE, INC.

By:

 /s/ Thomas James Segrave, Jr.

 Thomas James Segrave, Jr.

 Chief Executive Officer and Chairman

2

November 8, 2024
Thomas James Segrave, Jr.
Chief Executive Officer
flyExclusive, Inc.
2860 Jetport Road
Kinston, NC 28504
Re:flyExclusive, Inc.
Registration Statement on Form S-1
Filed October 28, 2024
File No. 333-282855
Dear Thomas James Segrave Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Donald R. Reynolds, Esq.

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flyExclusive, Inc.

2860 Jetport Road

Kinston, NC 28504

September 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: flyExclusive, Inc.

 Registration Statement on Form S-1

 File No. 333-276627

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, flyExclusive, Inc. (the “Registrant”) hereby respectfully requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the registration statement on Form S-1 (File No. 333-276627) (the “Registration Statement”), of the Registrant, relating to the registration of certain of the Registrant’s securities, so that it may become effective on Friday, September 20, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the following:

•should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please be advised that there are no underwriters or sales agents involved as the Registration Statement is for a resale offering by selling stockholders.

1

Division of Corporation Finance

September 18, 2024

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Don Reynolds at (919) 865-2805. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at dreynolds@wyrick.com.

Sincerely,

FLYEXCLUSIVE, INC.

By: /s/ Thomas James Segrave, Jr.

 Thomas James Segrave, Jr.

 Chief Executive Officer and Chairman

2

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 Wyrick Robbins Yates & Ponton LLP

ATTORNEYS AT LAW

4101 Lake Boone Trail, Suite 300, Raleigh, NC  27607

PO Drawer 17803, Raleigh, NC  27619

P:  919.781.4000  F: 919.781.4865  www.wyrick.com

MEMBER OF MERITAS LAW FIRMS WORLDWIDE

September 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Anuja A. Majmudar

 Daniel Morris

 Division of Corporation Finance

 Office of Energy & Transportation

Re: flyExclusive, Inc.

 Amendment No. 2 to Form S-1

 Filed August 27, 2024

 File No. 333-276627

Ladies and Gentlemen:

We write this letter on behalf of our client flyExclusive, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-captioned filing (the “Registration Statement”), as set forth in the Staff’s letter dated September 13, 2024 (the “Comment Letter”). The relevant text of the Comment Letter has been reproduced herein in bold with our response below the numbered comments.

Amendment No. 2 to Registration Statement on Form S-1

Plan of Distribution, page 108

1.We note your disclosure on page 108 that your selling stockholders may sell their securities in one or more underwritten offerings and purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts.  Please confirm your understanding that the retention by a selling stockholder of an underwriter, or any entity that may act as an underwriter, would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

1

Division of Corporation Finance

September 18, 2024

The Company hereby confirms that it understands that the retention by a selling stockholder of an underwriter, or any entity that may act as an underwriter, would constitute a material change to the Company’s plan of distribution as set forth beginning on page 108 of the prospectus contained in the Registration Statement and would require the Company to file a post-effective amendment to the Registration Statement for such an offering. Such filing would be made to comply with the Company’s undertaking in Part II, Item 17  of the Registration Statement provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

*  *  *  *  *

The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments.  If the Staff has any further comments, please direct them to the undersigned by email at dreynolds@wyrick.com or by telephone at (919) 865-2805.

Sincerely,

WYRICK ROBBINS YATES & PONTON

/s/ Donald R. Reynolds

Donald R. Reynolds

cc: Thomas James Segrave, Jr., Chief Executive Officer and Chairman, flyExclusive, Inc.

2

September 13, 2024
Thomas James Segrave, Jr.
Chief Executive Officer and Chairman
flyExclusive, Inc.
2860 Jetport Road
Kinston, NC 28504
Re:flyExclusive, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 27, 2024
File No. 333-276627
Dear Thomas James Segrave Jr.:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Plan of Distribution, page 108
1.We note your disclosure on page 108 that your selling stockholders may sell their
securities in one or more underwritten offerings and purchases by a broker-dealer as
principal and resale by the broker-dealer for its accounts. Please confirm your
understanding that the retention by a selling stockholder of an underwriter,  or any entity
that may act as an underwriter, would constitute a material change to your plan of
distribution requiring a post-effective amendment.  Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with
any other questions.

September 13, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Donald R. Reynolds

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 Wyrick Robbins Yates & Ponton LLP

ATTORNEYS AT LAW

4101 Lake Boone Trail, Suite 300, Raleigh, NC  27607

PO Drawer 17803, Raleigh, NC  27619

P:  919.781.4000  F: 919.781.4865  www.wyrick.com

MEMBER OF MERITAS LAW FIRMS WORLDWIDE

August 27, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Anuja A. Majmudar

 Daniel Morris

 Division of Corporation Finance

 Office of Energy & Transportation

Re: flyExclusive, Inc.

 Amendment No. 1 to Form S-1

 Filed May 10, 2024

 File No. 333-276627

Ladies and Gentlemen:

We write this letter on behalf of our client flyExclusive, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-captioned filing, as set forth in the Staff’s letter dated May 24, 2024 (the “Comment Letter”). The relevant text of the Comment Letter has been reproduced herein in bold with our response below the numbered comments. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”), which is being filed with the Commission contemporaneously with the submission of this letter.  Page number references in the comment responses below refer to the Amendment.

Amendment No. 1 to Form S-1 filed May 10, 2024

Cover Page

1.We note your response to our prior comment 1 and your disclosure stating that "Segrave Jr. acquired the LGM Common Units for a nominal per Unit price." Please revise your disclosure throughout your prospectus to specify the price Segrave Jr. paid for such shares. In this regard, we note Segrave Jr. holds a significant number of shares as your disclosure on page 31 indicates that the shares being offered for resale that are beneficially owned by Segrave Jr. represent 70.8% of your total shares of Class A Common Stock outstanding.

1

Division of Corporation Finance

August 27, 2024

For the LGM Common Units acquired by Segrave Jr., the Company has revised the cover page to disclose the price that Segrave Jr. paid for such shares. The Company has added similar disclosure in the risk factors on page 30.

2.Please revise to clarify whether the shares offered by the selling stockholders include shares that were transferred pursuant to the non-redemption agreement. If so, please disclose the price paid by the investors party to the non-redemption agreement. In addition, please revise the selling shareholder section accordingly.

The Company has revised the cover page to disclose that Third Point LLC, a Selling Stockholder, acquired 70,000 shares of Class A Common Stock in consideration of its agreement not to redeem EGA shares it owned, so it did not pay any cash consideration for those shares. The Company has added similar disclosure in the Selling Stockholder table on page 99.

Risk Factors

Risks Relating to Our Organization and Structure

We have identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses…, page 27

3.We note your response to our prior comment 5. We also note that you did not timely file a Form 10-Q for the quarter ended March 31, 2024. Update and revise your risk factor to state that you did not timely file the report.

The Company has updated and revised this risk factor on page 26 to state that it did not timely file a Form 10-Q for the quarter ended September 30, 2023, a Form 10-K for the year ended December 31, 2023, or a Form 10-Q for the quarter ended March 31, 2024 and that it might not be able to file timely in the future.

*  *  *  *  *

The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments.  If the Staff has any further comments, please direct them to the undersigned by email at dreynolds@wyrick.com or by telephone at (919) 865-2805.

Sincerely,

WYRICK ROBBINS YATES & PONTON

/s/ Donald R. Reynolds

Donald R. Reynolds

cc: Thomas James Segrave, Jr., Chief Executive Officer and Chairman, flyExclusive, Inc.

2

United States securities and exchange commission logo
May 24, 2024
Thomas James Segrave, Jr.
Chief Executive Officer and Chairman
flyExclusive, Inc.
2860 Jetport Road
Kinston, NC 28504
Re:flyExclusive, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 10, 2024
File No. 333-276627
Dear Thomas James Segrave:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 15, 2024 letter.
Amendment No. 1 to Form S-1 filed May 10, 2024
Cover Page
1.We note your response to our prior comment 1 and your disclosure stating that "Segrave
Jr. acquired the LGM Common Units for a nominal per Unit price."  Please revise your
disclosure throughout your prospectus to specify the price Segrave Jr. paid for such
shares.  In this regard, we note Segrave Jr. holds a significant number of shares as your
disclosure on page 31 indicates that the shares being offered for resale that are beneficially
owned by Segrave Jr. represent 70.8% of your total shares of Class A Common Stock
outstanding.
2.Please revise to clarify whether the shares offered by the selling stockholders include
shares that were transferred pursuant to the non-redemption agreement. If so, please
disclose the price paid by the investors party to the non-redemption agreement. In
addition, please revise the selling shareholder section accordingly.

 FirstName LastNameThomas James Segrave, Jr.
 Comapany NameflyExclusive, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Thomas James Segrave, Jr.
flyExclusive, Inc.
May 24, 2024
Page 2
Risk Factors
Risks Relating to Our Organization and Structure
We identified material weaknesses in our internal control over financial reporting, and we may
identify additional material weaknesses..., page 27
3.We note your response to our prior comment 5.  We also note that you did not timely file
a Form 10-Q for the quarter ended March 31, 2024.  Update and revise your risk factor to
state that you did not timely file the report.
            Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Donald R. Reynolds

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Response Letter

 Wyrick Robbins Yates & Ponton LLP

ATTORNEYS AT LAW

4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607

PO Drawer 17803, Raleigh, NC 27619

P: 919.781.4000 F: 919.781.4865 www.wyrick.com

 MEMBER OF MERITAS LAW FIRMS WORLDWIDE

 May 10, 2024

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Anuja A. Majmudar

 Daniel Morris

Division of Corporation Finance

 Office of Energy &
Transportation

Re:

 flyExclusive, Inc.

 Registration
Statement on Form S-1

 Filed January 19, 2024

File No. 333-276627

 Ladies and Gentlemen:

 We write
this letter on behalf of our client flyExclusive, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
above-captioned filing, as set forth in the Staff’s letter dated February 15, 2024 (the “Comment Letter”). The relevant text of the Comment Letter has been reproduced herein in bold with our response below the numbered comments.
Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), which is being filed with the
Commission contemporaneously with the submission of this letter. Page number references in the comment responses below refer to the Amendment.

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.

For each of the shares of Class A Common Stock and warrants being registered for resale, the Company has revised the cover page to
disclose the price that the selling securityholders paid for such shares and warrants and units overlying such shares.

 1

 Division of Corporation Finance

May 10, 2024

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.

 The Company has revised the cover page to disclose the exercise price of the
warrants compared to the market price of the underlying shares, and the likelihood that warrant holders will not exercise their warrants as long as the warrants are out of the money. The Company has added similar disclosure in the prospectus summary
on page 3, risk factors on page 32, MD&A on page 54 and use of proceeds on page 33, including disclosure that cash proceeds associated with the exercises of the warrants are dependent on the stock price. The Company has also revised MD&A on
page 55 to describe the impact on its liquidity and to update the discussion on the ability of the Company to fund its operations on a prospective basis with current cash on hand.

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.

 The Company has revised the cover page to 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.

 The Company has updated and revised this risk factor on page 27 to state that it
did not timely file the Form 10-Q for the quarter ended September 30, 2023, or the Form 10-K for the year ended December 31, 2023 and that it might 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

 2

 Division of Corporation Finance

May 10, 2024

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.

 The Company has revised
this risk factor on page 31 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, and 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.

 The Company has included
its audited financial statements for the year ended December 31, 2023 and has filed its Form 10-K for that same period. In addition, we note that the Registration Statement includes a considerable
disclosure regarding the risks to the Company if it does not increase revenue (see, for example “We might not be able to successfully implement our growth strategies” on page 6 and “In order to achieve our projected growth rate, we
will require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all” on page 7). For those reasons, the Company believes no additional disclosure is necessary at this time.

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.

 3

 Division of Corporation Finance

May 10, 2024

 The Company has expanded its discussion, on pages 54 - 55, of capital resources to address
changes in its liquidity position since the business combination and to 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.

 The Company has expanded its discussion on page 55 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. That discussion highlights the fact that Thomas James Segrave, Jr., a beneficial owner of over
70.8% of our outstanding shares, will, following the lock-up period, be able to sell all of his 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.

 The Company has revised the prospectus to (a) disclose the price that each selling securityholder paid for the
securities being registered for resale, highlighting 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, (b) 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, (c) disclose the potential profit the selling securityholders will earn based on the current trading price, and (d) include appropriate risk factor
disclosure. These additional disclosures can be found throughout the Amendment, including on the cover page and on pages 31 and 32.

 * * *
* *

 4

 Division of Corporation Finance

May 10, 2024

 The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments.
If the Staff has any further comments, please direct them to the undersigned by email at dreynolds@wyrick.com or by telephone at (919) 865-2805.

Sincerely,

WYRICK ROBBINS YATES & PONTON

 /s/ Donald R. Reynolds

Donald R. Reynolds

 cc: Thomas James Segrave, Jr., Chief Executive Officer and Chairman, flyExclusive, Inc.

 5

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

United States securities and exchange commission logo
December 21, 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
Letter filed December 15, 2023
Dear Gregg S. Hymowitz:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean M. Ewen, Esq

CORRESP
1
filename1.htm

CORRESP

 December 15, 2023

VIA EDGAR

 Mr. Timothy S.
Levenberg

 Ms. Irene Barberena-Meissner

 Ms. Pamela
Long

 Division of Corporation Finance

 Office of Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 EG Acquisition Corp.

Proxy Statement on Schedule 14A

Filed November 13, 2023

File No. 001-40444

Proxy Statement on Schedule 14A

Filed December 7, 2023

 File
No. 001-40444

 Dear Mr. Levenberg, Ms. Barberena-Meissner and Ms. Long,

On behalf of our client EG Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the oral comments of the Staff issued verbally on December 14, 2023 with respect to (i) the proxy statement
filed by the Company with the Commission on December 7, 2023 (the “Extension Proxy Statement”) and (ii) the proxy statement filed by the Company with the Commission on November 13, 2023, as supplemented on December 5,
2023 (the “Business Combination Proxy Statement”).

 In response to the Staff’s comments, we would supplement the Extension
Proxy Statement and the Business Combination Proxy Statement with the applicable supplemental disclosures set forth in Exhibit A.

 *    *    *

Thank you for your assistance in this matter. Please do not hesitate to contact Sean Ewen at Willkie Farr & Gallagher LLP at 212-728-8867 with any questions or comments regarding this letter.

Sincerely,

/s/ Willkie Farr & Gallagher LLP

 cc: Gregg S. Hymowitz

 - 2 -

 Exhibit A

Supplemental Disclosures

Extension Proxy Statement

 The risk factor on p. 6
entitled “If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such
circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company” is hereby deleted and
replaced with the following:

 There is significant uncertainty under the Investment Company Act whether certain special purpose acquisition
companies with trust account assets held in securities would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, particularly companies like ours that do not complete its initial
business combination within 24 months after the effective date of its registration statement for its initial public offering. If we do not complete the Proposed Business Combination promptly following the special meeting, continue our operations as
a special purpose acquisition company following this Annual Meeting and are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would
be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead
liquidate the Company.

 There is significant uncertainty under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), whether certain special purpose acquisition companies with trust account assets held in securities would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment
Company Act, particularly companies like ours that do not complete its initial business combination within 24 months after the effective date of its registration statement for its initial public offering. To date, the Company’s decision to
invest such funds in money market funds rather than in cash may have created a greater risk that the Company will be deemed an “investment company” than if the Company reinvested such funds in cash.

If we do not complete the Proposed Business Combination promptly following the special meeting, continue our operations as a special purpose
acquisition company following this Annual Meeting and are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional regulatory burdens and
expenses for which we have not allotted funds.

 While, on a go-forward basis, in the event that
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, we will, promptly following such time, instruct Continental to liquidate the U.S. government treasury securities or money market funds
held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a business combination and liquidation of the Company, it is
possible that a claim could be made that we have been operating as an unregistered investment company. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may
abandon our efforts to complete an initial business combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our stockholders would lose the investment opportunity associated with an investment in
the combined company, including any potential price appreciation of our securities.

 Further, even if we do complete the Proposed Business
Combination promptly following the special meeting, there remains the risk that one or more claims could be made that we have been operating as an unregistered investment company prior to the consummation of the Proposed Business Combination, and we
could incur significant fines, penalties, loss to reputation and other material adverse effects on us.

 - 3 -

 The Question on p. 15 entitled “How are the funds in the Trust Account currently being
held?” is hereby deleted and replaced with the following:

 Q. How are the funds in the Trust Account currently being held?

 The funds in the Trust Account have, since the Company’s initial public offering in May 2021, been held only in U.S. government treasury
securities with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. In order to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of
Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, in the event that the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is
implemented, we will, promptly following such time, instruct Continental, the trustee managing the Trust Account, to liquidate the U.S. government treasury securities or money market funds held in the Trust Account and thereafter to maintain the
funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a business combination and liquidation of the Company.

The Question on p. 16 entitled “Is the Company subject to the Investment Company Act of 1940?” is hereby deleted and replaced with the
following:

 Q. Is the Company subject to the Investment Company Act of 1940?

As indicated above, the Company completed its initial public offering in May 2021 and has operated as a blank check company searching for a target business
with which to consummate an initial business combination since such time. There is significant uncertainty under the Investment Company Act whether certain special purpose acquisition companies with trust account assets held in securities would fall
under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, particularly companies like ours that do not complete its initial business combination within 24 months after the effective date of
its registration statement for its initial public offering.

 The risk of being considered to be primarily engaged in investing in securities may increase
as the period of time during which the funds held in the Trust Account are invested in securities becomes longer. To date, the Company’s decision to invest such funds in money market funds rather than in cash may have created a greater risk
that the Company will be deemed an “investment company” than if the Company reinvested such funds in cash. While, on a go-forward basis, in the event that the Extension Amendment Proposal and the
Trust Amendment Proposal are approved and the Extension is implemented, we will, promptly following such time, instruct Continental to liquidate the U.S. government treasury securities or money market funds held in the Trust Account and thereafter
to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a business combination and liquidation of the Company, it is possible that a claim could be made that we
have been operating as an unregistered investment company.

 If we do not complete the Proposed Business Combination promptly following the special
meeting, continue our operations as a special purpose acquisition company after this Annual Meeting and are deemed to be an investment company under the Investment Company Act, the Company would be required to register under Investment Company Act.
Registration would subject the Company to substantial regulation and restrictions with respect to, among other things, its capital structure, management, operations, transactions and portfolio composition. The Company would also be subject to
significant compliance and disclosure requirements. This would adversely impact its ability to operate in accordance with its business plan. If, as a result of such challenges, the Company were to abandon its efforts to complete the Potential
Business Combination, the Company would be required to redeem the public shares, liquidate the Trust Account and dissolve. Such liquidation and dissolution would cause the holders of public shares to lose the investment opportunity associated with
an investment in the combined company, including any potential price appreciation of its securities. Upon such dissolution, the warrants would expire worthless.

Further, even if we do complete the Proposed Business Combination promptly following the special meeting, there remains the risk that one or more claims could
be made that we have been operating as an unregistered investment company prior to the consummation of the Proposed Business Combination, and we could incur significant fines, penalties, loss to reputation and other material adverse effects on us.

 - 4 -

 The risk factor on p. 6 entitled “The SEC has issued proposed rules to regulate special
purpose acquisition companies. Certain of the procedures that we, a business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a business combination
and may constrain the circumstances under which we could complete a business combination. The need for compliance with SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time
than we might otherwise choose” is hereby deleted and replaced with the following:

 The SEC has issued proposed rules to
regulate special purpose acquisition companies, which, if implemented, may increase our costs and the time needed to complete a business combination and may constrain the circumstances under which we could complete a business combination.

 On March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other items, to disclosures in business combination transactions
between SPACs such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business
combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule
that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been
adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. If implemented, the SPAC Rule Proposals, may increase the costs of negotiating and completing a business
combination and the time required to consummate a transaction, and may constrain the circumstances under which we could complete a business combination.

Business Combination Proxy Statement

 The
following risk factor is hereby added on p. 87 under “Risks Related to EGA”.

 There is significant uncertainty under the Investment
Company Act whether certain special purpose acquisition companies with trust account assets held in securities would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act,
particularly companies like ours that do not complete its initial business combination within 24 months after the effective date of its registration statement for its initial public offering. If we do not complete the Business Combination promptly
following the Special Meeting, continue our operations as a special purpose acquisition company and are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial
business combination and instead liquidate the Company.

 There is significant uncertainty under the Investment Company Act whether
certain special purpose acquisition companies with trust account assets held in securities would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, particularly companies like
ours that do not complete its initial business combination within 24 months after the effective date of its registration statement for its initial public offering. To date, the Company’s decision to invest such funds in money market funds
rather than in cash may have created a greater risk that the Company will be deemed an “investment company” than if the Company reinvested such funds in cash.

If we do not complete the Business Combination promptly following the Special Meeting, continue our operations as a special purpose
acquisition company and are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional regulatory burdens and expenses for which we have not
allotted funds. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the
Company. Were we to liquidate, our warrants would expire worthless, and our stockholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

Further, even if we do complete the Business Combination promptly followi

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

United States securities and exchange commission logo
November 13, 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 November 13, 2023
File No. 001-40444
Dear Gregg S. Hymowitz:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean M. Ewen, Esq., of Willkie Farr & Gallagher LLP

CORRESP
1
filename1.htm

CORRESP

 November 13, 2023

VIA EDGAR

 Mr. Timothy S.
Levenberg

 Ms. Irene Barberena-Meissner

 Division of
Corporation Finance

 Office of Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Re:    EG Acquisition Corp.

Revised Preliminary Proxy Statement on Schedule 14A

Filed November 7, 2023

 File
No. 001-40444

 Dear 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 November 9, 2023 on the Company’s Revised Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”), filed on November 7, 2023. An electronic version of the Amendment 4 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been
concurrently filed with the Commission through its EDGAR system.

 The Staff’s comments are repeated below in bold and are followed by
the Company’s responses. We have included page references to 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.

 Revised Preliminary Proxy Statement on Schedule 14A filed November 7, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations of LGM, page 243

1.
 Tell us why you have removed disclosures of your non-GAAP financial
measures, key operating metrics and results of operations discussions covering the years ended December 31, 2022 and December 31, 2021 in your recent amendment.

Please restore the content, revised as necessary to address our prior comments and the additional comments in this letter.

 Response: The registrant respectfully acknowledges the Staff’s comment and has revised
the disclosures on pages 247, 254-256 and 259-261, restoring disclosures of LGM’s non-GAAP financial measures, key operating metrics and results of operations covering the years ended December 31,
2022 and December 31, 2021 with the necessary revisions to address the Staff’s prior comments.

2.
 We note that you added references on pages 117 and 245 to the risk factor disclosure concerning your loss of
a significant customer, which resides on page 82, in response to prior comment 4, and have disclosure on page 251 indicating you do not expect GRP revenue in subsequent periods.

We continue to believe that you will need to provide greater emphasis and clarity on the implications of this event in discussing the pro
forma information and the historical results of operations, to include quantification of the effects on each of the last two fiscal years and subsequent interim period on measures of revenue, operating loss, and net loss, along with all of the
associated operating metrics.

 Please add footnotes having these details to the tabulations on pages
121-128, 136-139, 247, 250 and 251. We reissue prior comment 4.

Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 117, 118, 125-128, 135,
247, 251, 254 and 255 in response to the Staff’s comment.

 Thank you for your assistance in this matter. Please do not hesitate to
contact Sean Ewen at Willkie Farr & Gallagher LLP with any questions or comments regarding this letter.

Sincerely,

/s/ Willkie Farr & Gallagher LLP

 Cc: Gregg S. Hymowitz

United States securities and exchange commission logo
November 9, 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 November 7, 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.
Revised Preliminary Proxy Statement on Schedule 14A filed November 7, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations of
LGM, page 243
1.Tell us why you have removed disclosures of your non-GAAP financial measures, key
operating metrics and results of operations discussions covering the years ended
December 31, 2022 and December 31, 2021 in your recent amendment.

Please restore the content, revised as necessary to address our prior comments and the
additional comments in this letter.
2.We note that you added references on pages 117 and 245 to the risk factor disclosure
concerning your loss of a significant customer, which resides on page 82, in response to
prior comment 4, and have disclosure on page 251 indicating you do not expect GRP
revenue in subsequent periods.

We continue to believe that you will need to provide greater emphasis and clarity on the
implications of this event in discussing the pro forma information and the historical results

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 November 9, 2023 Page 2
 FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
November 9, 2023
Page 2
of operations, to include quantification of the effects on each of the last two fiscal years
and subsequent interim period on measures of revenue, operating loss, and net loss, along
with all of the associated operating metrics.

Please add footnotes having these details to the tabulations on pages 121-128, 136-139,
247, 250 and 251.  We reissue prior comment 4.
            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 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 Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean M. Ewen, Esq., of Willkie Farr & Gallagher LLP

CORRESP
1
filename1.htm

CORRESP

 November 6, 2023

VIA EDGAR

 Mr. Timothy S.
Levenberg

 Ms. Irene Barberena-Meissner

 Division of
Corporation Finance

 Office of Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 EG Acquisition Corp.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed October 17, 2023

 File No. 001-40444

Dear 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 November 2, 2023 on the Company’s Revised Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”), filed on October 17, 2023. An electronic version of the Amendment 3 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been
concurrently filed with the Commission through its EDGAR system.

 The Staff’s comments are repeated below in bold and are followed by
the Company’s responses. We have included page references to 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.

 Revised Preliminary Proxy Statement on Schedule 14A filed October 17. 2023

Risk Factors

 On June 30. 2023. we terminated our
agreement with Wheels Up that accounted for a significant portion of our total revenues.... page 81

1.
 We note your disclosure stating that the Wheels Up (WUP) customer accounted for “a significant
majority” of receivables as of June 30, 2023 and that such balances were eliminated. Please expand your disclosure here and in MD&A to clarify whether these were collected or written off, and to disclose the amounts related
thereto.

 Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures
on pages 78, 82 and 243, clarifying the treatment of the receivables in question as well as the amounts related thereto.

2.
 We note your disclosure here that the termination of your agreement with Wheels Up that accounted for a
significant portion of your total revenues for the past two years and for the six months ended June 30, 2023 could have an adverse effect on your business, results of operations and financial condition if you fail to materially
replace the revenue derived from Wheels Up moving forward as expected. However, we also note you disclose on page 243 that your previously contemplated and disclosed strategic shift towards wholesale and contractual retail customers means the
termination of this agreement will not be material to your future financial position or results of operations. Please clarify your disclosure in this risk factor regarding the impact of the termination of this agreement on your business, results of
operations and financial condition.

 Response: The registrant respectfully acknowledges the Staff’s comment and
has revised the disclosures on pages 81 and 82 in response to the Staff’s comment.

 Overview of our Business

Key Operating Metrics, page 245

3.
 We note your response to prior comment 11, indicating you prefer to refrain from disclosing the number of
customers utilizing aircraft each period because this would not fully correlate with total revenues, considering that some of your revenues are derived from non-flight services, although you appear to identify
98% or more of revenues for each of the last three fiscal years as being associated with flights on page F-87. We also note that you revised certain disclosures regarding Key Operating Metrics, including the
use of “Aircraft contributing to revenues” although without explaining the computation. Given the significance of revenues associated with flights we continue to believe that you should provide information regarding customers that are
actually using your flight services each period as previously requested. If you believe that such clarification would not be material, explain to us your rationale and provide us with such details, of the number of
customers using flight services each period, along with your response letter. Also further expand your disclosure on page 245 to explain why the number of aircraft contributing to revenues is different than the average and ending aircraft on
certificate. We reissue prior comment 11.

 Response: The registrant respectfully acknowledges the Staff’s
comment and has revised the disclosures on pages 245 to disclose the number of customers that used LGM’s flight services for the relevant reporting period, which we have defined as “active members”. The registrant further respectfully
advises that it has revised the disclosures on page 245 to clarify that the number of aircraft contributing to revenues is lower than the average and ending aircraft on certificate as a result of the fact that aircraft undergoing maintenance or
refurbishment may be unavailable during a given reporting period. The registrant further respectfully advises that, given the fact that any of the “members contributing to revenues” are able to take flights during a given reporting period,
we continue to believe that defining “members per aircraft” as “members contributing to revenues” divided by “aircraft contributing to revenues” provides a more accurate customer to aircraft ratio.

 - 2 -

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of
LGM

 Results of Operations, page 248

4.
 We understand from your response to prior comment 13 that you would rather not disclose in MD&A and
along with your pro forma financial information that you lost a customer at the end of the most recently completed interim period that accounted for 39% of total revenue for 2022 and 38% of total revenue for the recent six month
interim period, as you believe the event is not material. However, you have not provided support for this assessment or reconciled the view with your risk factor disclosure on pages 81 und 82.

 As this appears to be a material event that is reasonably likely to cause your reported financial information not to
be necessarily indicative of future operating results or of future financial condition, we continue to believe that you will need to address the matter in both sections of the document as previously requested to comply with Item 303(a) of Regulation
S-K, and Rule 12b-20 of Regulation 12B.

 We also
believe that you should revise the disclosure on page 243, indicating termination of the GRP Agreement with WUP will not be material to your future financial position or results of operations, to clarify the significance of the activity associated
with the customer in your historical financial reporting, including a discussion of the “strategic reasons” for terminating the relationship (e.g., how terminating the relationship is expected to provide other means of revenue generation
if this is your view), and to discuss the extent to which you have already secured new customers to replace the lost revenues.

 The
utility of disclosure indicating your future financial position and future results of operations will not be materially impacted by transactions with a customer that you no longer have should be qualified with disclosure clarifying the effects
relative to your historical financial position and results of operations. We reissue prior comment 13.

 Response: The registrant
respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 81, 82, 117 and 243 in response to the Staff’s comment.

 - 3 -

5.
 We note that you have not addressed the disclosure requirement referenced in prior comment 12, to include a
discussion and analysis of the extent to which material changes in net sales are attributable to changes in prices or to changes in the volume or the amount of goods or services being sold, pursuant to Item 303(b)(2)(iii) of Regulation S-K.

 Unless you can show why this would not apply to you, your disclosures
should include this additional information. We reissue prior comment 12.

 Response: The registrant respectfully acknowledges the
Staff’s comment and has revised the disclosures on page 248 in response to the Staff’s comment.

 Thank you for your
assistance in this matter. Please do not hesitate to contact Sean Ewen at Willkie Farr & Gallagher LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Willkie Farr & Gallagher LLP

 Cc: Gregg S. Hymowitz

 - 4 -

United States securities and exchange commission logo
November 2, 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 October 17, 2023
File No. 001-40444
Dear Gregg S. Hymowitz:
            We have reviewed your filing and have the following comments.
            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.
Revised Preliminary Proxy Statement on Schedule 14A filed October 17, 2023
Risk Factors
On June 30, 2023, we terminated our agreement with Wheels Up that accounted for a significant
portion of our total revenues..., page 81
1.We note your disclosure stating that the Wheels Up (WUP) customer accounted for "a
significant majority" of receivables as of June 30, 2023 and that such balances were
eliminated.  Please expand your disclosure here and in MD&A to clarify whether these
were collected or written off, and to disclose the amounts related thereto.
2.We note your disclosure here that the termination of your agreement with Wheels Up that
accounted for a significant portion of your total revenues for the past two years and for the
six months ended June 30, 2023 could have an adverse effect on your business, results of
operations and financial condition if you fail to materially replace the revenue derived
from Wheels Up moving forward as expected.  However, we also note you disclose on
page 243 that your previously contemplated and disclosed strategic shift towards
wholesale and contractual retail customers means the termination of this agreement will

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 November 2, 2023 Page 2
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
November 2, 2023
Page 2
not be material to your future financial position or results of operations.  Please clarify
your disclosure in this risk factor regarding the impact of the termination of this
agreement on your business, results of operations and financial condition.
Overview of our Business
Key Operating Metrics, page 245
3.We note your response to prior comment 11, indicating you prefer to refrain from
disclosing the number of customers utilizing aircraft each period because this would not
fully correlate with total revenues, considering that some of your revenues are derived
from non-flight services, although you appear to identify 98% or more of revenues for
each of the last three fiscal years as being associated with flights on page F-87. We also
note that you revised certain disclosures regarding Key Operating Metrics, including the
use of "Aircraft contributing to revenues" although without explaining the computation.

Given the significance of revenues associated with flights we continue to believe that you
should provide information regarding customers that are actually using your flight
services each period as previously requested. If you believe that such clarification would
not be material, explain to us your rationale and provide us with such details, of the
number of customers using flight services each period, along with your response letter.

Also further expand your disclosure on page 245 to explain why the number of aircraft
contributing to revenues is different than the average and ending aircraft on certificate.
We reissue prior comment 11.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
LGM
Results of Operations, page 248
4.We understand from your response to prior comment 13 that you would rather not
disclose in MD&A and along with your pro forma financial information that you lost a
customer at the end of the most recently completed interim period that accounted for 39%
of total revenue for 2022 and 38% of total revenue for the recent six month interim period,
as you believe the event is not material. However, you have not provided support for this
assessment or reconciled the view with your risk factor disclosure on pages 81 and 82.

As this appears to be a material event that is reasonably likely to cause your reported
financial information not to be necessarily indicative of future operating results or of
future financial condition, we continue to believe that you will need to address the matter
in both sections of the document as previously requested to comply with Item 303(a) of
Regulation S-K, and Rule 12b-20 of Regulation 12B.

We also believe that you should revise the disclosure on page 243, indicating termination
of the GRP Agreement with WUP will not be material to your future financial position or
results of operations, to clarify the significance of the activity associated with the

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 November 2, 2023 Page 3
 FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
November 2, 2023
Page 3
customer in your historical financial reporting, including a discussion of the "strategic
reasons" for terminating the relationship (e.g., how terminating the relationship is
expected to provide other means of revenue generation if this is your view), and to discuss
the extent to which you have already secured new customers to replace the lost revenues.

The utility of disclosure indicating your future financial position and future results of
operations will not be materially impacted by transactions with a customer that you no
longer have should be qualified with disclosure clarifying the effects relative to your
historical financial position and results of operations. We reissue prior comment 13.
5.We note that you have not addressed the disclosure requirement referenced in prior
comment 12, to include a discussion and analysis of the extent to which material changes
in net sales are attributable to changes in prices or to changes in the volume or the amount
of goods or services being sold, pursuant to Item 303(b)(2)(iii) of Regulation S-K.

Unless you can show why this would not apply to you, your disclosures should include
this additional information. We reissue prior comment 12.

            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 Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regardingcomments 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

CORRESP
1
filename1.htm

CORRESP

 October 17, 2023

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.

Revised Preliminary Proxy Statement on Schedule 14A

Filed August 14, 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 August 25, 2023 on the Company’s Revised Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”), filed on August 14, 2023. An electronic version of the Amendment 2 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been
concurrently filed with the Commission through its EDGAR system.

 The Staff’s comments are repeated below in bold and are followed by
the Company’s responses. We have included page references to 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 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.

 Response: The registrant respectfully acknowledges the Staff’s comment and has revised
the disclosures on the cover page, and pages 11, 45, 48, 55, 143, 200, 201, 203, 212 and 217 in response to the Staff’s comment.

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.

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

 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.

Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on page 81, identifying the
customer in question.

 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.

 Response: The
registrant respectfully acknowledges the Staff’s comment and undertakes that it will inform investors that the exclusive forum provision does not apply to Securities Act or Exchange Act claims by including appropriate risk factors and
disclosures to this effect prominently in its future filings, including in its periodic reports. The registrant further notes that similar disclosure is included in the Amended Proxy Statement under “Risks Relating to the Business Combination
– The A&R PubCo Charter contains forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us or our directors, officers and employees in jurisdictions
preferred by stockholders. …” on page 105; under “Anti-Takeover Effects of Provisions of the A&R PubCo Charter and PubCo Bylaws – Exclusive Forum” on page 165; and under “Description of PubCo Securities
– Exclusive Forum” on page 312.

 - 2 -

 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.

 Response: The registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 182 in response to the Staff’s comment.

 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.

Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosures on page 180 to include the
sources for the referenced 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.

 Response: The
registrant respectfully acknowledges the Staff’s comment and advises the Staff that the EGA Board is aware of its fiduciary duties to the EGA stockholders as well as EGA’s obligations under the Equity Purchase Agreement, which require the
EGA Board to recommend the Business Combination to the EGA stockholders, subject to certain limited circumstances under which EGA is entitled to terminate the Equity Purchase

 - 3 -

Agreement (e.g. a “material adverse effect” on LGM). The EGA Board is also aware that on June 30, 2023, LGM served Wheels Up a Notice of Termination of the parties’ Fleet
Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”), and that, prior to the termination of the GRP Agreement, LGM had already planned to scale down business with Wheels Up, and that LGM’s management
believes that its strategic shift towards wholesale and contractual retail customers will result in the termination of the GRP Agreement being immaterial to its future financial position, which is disclosed on page 243 of the Amended Proxy
Statement. While EGA and the EGA Board are aware of and have discussed these matters, the EGA Board does not plan to specifically consider the termination of the GRP Agreement when making its recommendation to EGA stockholders to vote in favor of
the Business Combination given its obligations under the Equity Purchase Agreement, which require the EGA Board to recommend the Business Combination to the EGA stockholders, subject to limited circumstances under which EGA is entitled to terminate
the Equity Purchase Agreement, none of which EGA believes are implicated by the termination of the GRP Agreement.

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 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.

Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 99-100 in response to the Staff’s comment.

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.

 Response:
The registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 99-100 in response to the Staff’s comment.

 - 4 -

 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.

Response: The registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 182 in response to the
Staff’s comment.

 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.

 Response: The registrant respectfully acknowledges the Staff’s comment. Please
see the revised disclosures on pages 245 and 246, Management’s Discussion and Analysis of Financial Condition and Results of Operations of LGM – Key Operating Metrics, to find updated disclosure as to the number of aircraft that have
been utilized for customer flights each period, as well as members that contributed to revenue for each period.

 The registrant further
respectfully advises the Staff that, given LGM’s multiple revenue streams each period from activities other than “taken flights”, the disclosure of the total number of members that have taken flights for each period, for the purposes
of measuring customers per aircraft, would be misleading for investors. In particular, as described in more detail in the Amended Proxy Statement under “Management’s Discussion and analysis of Financial Condition and Results of Operations
of LGM – Revenue”, LGM recognizes revenue each period through the following channels that are independent of the number of flights taken:

•

 Jet Club – Most of LGM’s jet club members pay a monthly membership fee that LGM recognizes as revenue
on a monthly basis. Such membership fee is paid regardless of whether such jet club member takes a flight during a given month or reporting period.

•

 Fractional Ownership Program – LGM earns revenue in connection with the sale of fractional ownership
interests in aircraft. Such revenue is earned independent of any flights taken for a particular period.

•

 Guaranteed Revenue Program – Under the GRP program, wholesale customers contract to purchase a specified
minimum number of hours per quarter in exchange for guaranteed access to aircraft. Such quarterly minimums are earned independent of flight services provided for such period.

These program features that contribute revenue from activities other than taken flights make LGM unique to other private aviation companies and
traditional air transportation companies.

 Due to the different ways LGM recognizes revenue from its members, LGM believes that the measure
that more correctly portrays the operating efficiency of the business is members per aircraft, where the number of members contributing to revenues for the reporting period are divided by the number of aircraft contributing to revenues during the
reporting 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 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.

 - 5 -

 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.

Response: The registrant respectfully acknowledges the Staff’s comment and has expanded the disclosures on page 249, in compliance with
Item 303(a) and (b)(2)(ii) of Regulation S-K, to further clarify the underlying reasons for the increase in cost of revenue for the six months ended June 30, 2023 as compared to the six months ended
June 30, 2022. The registrant further advises that similar revisions have been made to the discussion and analysis of revenues on page 248 in response to the Staff’s comment.

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 cust

United States securities and exchange commission logo
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

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 August 25, 2023 Page 3
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
August 25, 2023
Page 3
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

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 August 25, 2023 Page 4
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
August 25, 2023
Page 4
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

CORRESP
1
filename1.htm

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%.

 2

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

 3

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.

 4

 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.

 5

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.

 6

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

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

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 June 5, 2023 Page 2
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
June 5, 2023
Page 2
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.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 June 5, 2023 Page 3
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
June 5, 2023
Page 3
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

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 June 5, 2023 Page 4
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
June 5, 2023
Page 4
"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.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 June 5, 2023 Page 5
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
June 5, 2023
Page 5
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

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 June 5, 2023 Page 6
 FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
June 5, 2023
Page 6
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

CORRESP
1
filename1.htm

CORRESP

 May 24, 2021

VIA EDGAR

 Kathleen Krebs, Esq.

Office of Technology

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 EG Acquisition Corp.

Registration Statement on Form S-1

Filed April 5, 2021, as amended

File No. 333-255046

Dear Ms. Krebs:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other underwriters, hereby joins in the request of EG Acquisition Corp. that the effective date of the
above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Tuesday, May 25, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

BTIG, LLC

By:

 /s/ Joe Passaro

Name:

Joe Passaro

Title:

Managing Director

CORRESP
1
filename1.htm

CORRESP

 EG ACQUISITION CORP.

375 Park Avenue, 24th Floor

New York, NY 10152

 May 24, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Joseph Cascarano

Robert Littlepage

Kathleen Krebs

Jan Woo

Re:
 EG Acquisition Corp.

Registration Statement on Form S-1

File No. 333-255046

Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, EG Acquisition Corp. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to May 25, 2021 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter. Under separate cover, you will
receive today a letter from the managing underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

Please confirm that the Registration Statement has been declared effective by telephoning Sean Ewen, Esq. of Willkie Farr & Gallagher
LLP at (212) 728-8867. Comments with respect to this request or the Registration Statement may be directed to Mr. Ewen by telephone or facsimile at (212) 728-9867.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

EG ACQUISITION CORP.

By:

 /s/ Gregg S. Hymowitz

Name:

Gregg S. Hymowitz

Title:

Chief Executive Officer

cc:

Sean Ewen, Esq.

CORRESP
1
filename1.htm

CORRESP

 EG Acquisition Corp.

375 Park Avenue, 24th Floor

New York, NY 10152

May 11, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street

 Washington, D.C.
20549-7010

Attn:
 Joseph Cascarano

Robert Littlepage

 Kathleen Krebs

 Jan Woo

Re:
 EG Acquisition Corp.

Registration Statement on Form S-1

Filed April 5, 2021

File No. 333-255046

Ladies and Gentlemen:

 This letter sets forth
the response of EG Acquisition Corp. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) set forth in your letter, dated April 23, 2021, with respect to the Company’s Registration Statement on Form S-1, filed on April 5, 2021 (the “Registration
Statement”).

 The text of the Staff’s comments have been included in this letter for your convenience.

The Company is concurrently filing its Amendment No. 1 to the Registration Statement (the “Registration Statement
Amendment”) with this letter, which addresses the Staff’s comment and updates or clarifies certain other information in the Registration Statement.

Form S-1 filed on April 5, 2021

General

1.
 Comment: You indicate that you will be entering into a forward purchase agreement with
Millennium Management LLC. Assuming Millennium purchases 4.95% of the units in the offering, clarify whether Millennium is required to purchase at least 4.95% of the forward purchase securities or whether it can specify any amount it wishes to
purchase. Disclose whether the agreement specifies the purchase price of the securities.

 Response: We
have revised the disclosure on the front page of the preliminary prospectus and pages 24, 81, 89, 154, F-16, and F-17 of the Registration Statement as requested.

 Securities and Exchange Commission

May 11, 2021

  Page
 2

 If you have any questions related to this letter, please do not hesitate to contact Sean Ewen
at (212) 728-8867 of Willkie Farr & Gallagher LLP.

 [Signature Page on Follows]

 - 2 -

 Securities and Exchange Commission

May 11, 2021

  Page
 3

Sincerely,

 /s/ Gregg S. Hymowitz

Gregg S. Hymowitz

Chief Executive Officer

 Via E-mail:

cc:
 Steven A. Seidman

William H. Gump

 Sean M. Ewen

 Willkie Farr & Gallagher LLP

Douglas S. Ellenoff

 Stuart
Neuhauser

 Joshua N. Englard

Ellenoff Grossman & Schole LLP

 - 3 -

United States securities and exchange commission logo
April 23, 2021
Gregg S. Hymowitz
Chairman and Chief Executive Officer
EG Acquisition Corp.
375 Park Avenue
24th Floor
New York, NY 10152
Re:EG Acquisition Corp.
Registration Statement on Form S-1
Filed April 5, 2021
File No. 333-255046
Dear Mr. Hymowitz:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.
Form S-1 filed on April 5, 2021
General
1.You indicate that you will be entering into a forward purchase agreement with Millennium
Management LLC.  Assuming Millennium purchases 4.95% of the units in the offering,
clarify whether Millennium is required to purchase at least 4.95% of the forward purchase
securities or whether it can specify any amount it wishes to purchase.  Disclose whether
the agreement specifies the purchase price of the securities.
            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.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 April 23, 2021 Page 2
 FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
April 23, 2021
Page 2
            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.
            You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean M. Ewen, Esq.

CORRESP
1
filename1.htm

CORRESP

 EG Acquisition Corp.

375 Park Avenue, 24th Floor

New York, NY 10152

 April
5, 2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street

 Washington, D.C. 20549-7010

Attn:
 Joseph Cascarano

Robert Littlepage

 Kathleen Krebs

 Jan Woo

Re:
 EG Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted February 22, 2021

CIK No. 0001843973

 Ladies and Gentlemen:

This letter sets forth the response of EG Acquisition Corp. (the “Company”) to the comment of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 19, 2021, with respect to the Company’s Draft Registration
Statement on Form S-1, filed on February 22, 2021 (the “Draft Registration Statement”).

The text of the Staff’s comments have been included in this letter for your convenience.

The Company is concurrently filing its Registration Statement (the “Registration Statement”) with this letter, which
addresses the Staff’s comment and updates or clarifies certain other information in the Draft Registration Statement.

 Draft Registration
Statement on Form S-1

 The Offering

Founders shares, page 18

1.
 Comment: Since a business combination will be approved only if a majority of the outstanding shares of
common stock voted are voted in favor, also disclose how many public shares would be needed to vote in favor of a business combination assuming the minimum number of shares representing a quorum are voted.

Response: We have revised the disclosure on pages 19, 30, 40, 110, 143 and 144 of the Registration Statement as requested.

 Securities and Exchange Commission

April 5, 2021

  Page
 2

 Principal Stockholders, page 134

2.
 Comment: In footnote 3 to the table, you disclose that Gregg Hymowitz is a manager of the sponsor who
shares voting and investment discretion of the shares held by the sponsor. Please disclose all persons who share voting or investment power over the company’s shares held by the sponsor. Refer to Instruction 2 to Item 403 of Regulation S-K and
Exchange Act Rule 13d-3(a).

 Response: We have revised the
disclosure on pages 135 and 136 of the Registration Statement as requested.

 Certain Relationships and Related Party Transaction, page 137

3.
 Comment: Various disclosures indicate that the sponsor is affiliated with EnTrust Global, GMF Capital is a
member of the sponsor, and each of your officers and directors may hold a direct or indirect interest in the sponsor. Please disclose the related parties who hold interests in the sponsor and the amount of their interests.

Response: We have revised the disclosure on pages 2, 4, 5, 91, 93, 94 and 136 of the Registration Statement as requested.

If you have any questions related to this letter, please do not hesitate to contact Sean Ewen at (212)
728-8867 of Willkie Farr & Gallagher LLP.

 [Signature Page on Follows]

 - 2 -

 Securities and Exchange Commission

April 5, 2021

  Page
 3

Sincerely,

 /s/ Gregg S. Hymowitz

Gregg S. Hymowitz

Chief Executive Officer

 Via E-mail:

cc:
 Steven A. Seidman

William H. Gump

 Sean M. Ewen

 Willkie Farr & Gallagher LLP

Douglas S. Ellenoff

 Stuart
Neuhauser

 Joshua N. Englard

Ellenoff Grossman & Schole LLP

 - 3 -

United States securities and exchange commission logo
March 19, 2021
Gregg S. Hymowitz
Chairman and Chief Executive Officer
EG Acquisition Corp.
375 Park Avenue
24th Floor
New York, NY 10152
Re:EG Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted February 22, 2021
CIK No. 0001843973
Dear Mr. Hymowitz:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed February 22, 2021
The Offering
Founders shares, page 18
1.Since a business combination will be approved only if a majority of the outstanding shares
of common stock voted are voted in favor, also disclose how many public shares would be
needed to vote in favor of a business combination assuming the minimum number of
shares representing a quorum are voted.

 FirstName LastNameGregg S. Hymowitz
 Comapany NameEG Acquisition Corp.
 March 19, 2021 Page 2
 FirstName LastName
Gregg S. Hymowitz
EG Acquisition Corp.
March 19, 2021
Page 2
Principal Stockholders, page 134
2.In footnote 3 to the table, you disclose that Gregg Hymowitz is a manager of the sponsor
who shares voting and investment discretion of the shares held by the sponsor.  Please
disclose all persons who share voting or investment power over the company’s shares held
by the sponsor.  Refer to Instruction 2 to Item 403 of Regulation S-K and Exchange Act
Rule 13d-3(a).
Certain Relationships and Related Party Transaction, page 137
3.Various disclosures indicate that the sponsor is affiliated with EnTrust Global, GMF
Capital is a member of the sponsor, and each of your officers and directors may hold a
direct or indirect interest in the sponsor.  Please disclose the related parties who hold
interests in the sponsor and the amount of their interests.
            You may contact Joseph Cascarano, Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean M. Ewen, Esq.