EG Acquisition Corp. and flyExclusive Announce Filing of Preliminary Proxy Statement with SEC in Connection with their Proposed Business Combination

EG Acquisition Corp. (NYSE: EGGF), a Special Purpose Acquisition Company (“SPAC”), sponsored by EnTrust Global and GMF Capital, and flyExclusive, a leading provider of premium private jet experiences, today announced that EGGF has filed with the U.S. Securities and Exchange Commission (“SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”) on May 5, 2023 in connection with its previously announced business combination (the “Business Combination”) with LGM Enterprises, LLC d/b/a flyExclusive (“flyExclusive”) and with respect to the special meeting of EGGF’s stockholders.

"We are excited to reach this milestone, and to do so with partners who see the value in our business and support our vision for the future," said Jim Segrave, CEO of flyExclusive. "EGGF founders Gary Fegel and Gregg Hymowitz have agreed to stay invested for the long-term, with their founder shares locked up for three years, which speaks to their confidence in our long-term business model. They are both extremely successful businessmen who have also agreed to serve on our board of directors. flyExclusive is fortunate to have them involved and engaged in helping take the Company to the next level.

In just eight years, flyExclusive has become one of North America's largest private jet operators with double digit membership growth and greater than 90% retention among existing customers. We believe that entering the public markets will allow us to fuel our continued growth, better serve our customers and execute on our strategic plan to become a leading, fully vertically integrated private aviation company.”

On October 17, 2022, EGGF entered into a definitive agreement for a business combination with flyExclusive. The transaction is expected to be completed in the third quarter of 2023 and is subject to approval by EGGF’s shareholders, the Preliminary Proxy Statement being cleared for mailing by the SEC, and other customary closing conditions.

Under the terms of the Business Combination agreement, the transaction values flyExclusive at a pre-transaction equity value of $600 million and is expected to provide up to $310 million in proceeds, including $85 million of committed convertible notes and $225 million of EGGF cash in trust assuming no redemptions.

A link to the Preliminary Proxy Statement, as well as other information related to the proposed transaction can be found via EG Acquisition Corp.’s filings with the SEC at www.sec.gov.