Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 5.03 below with respect to the Trust Amendment (as defined below) is incorporated by reference into this Item 1.01.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
At the Special Meeting, the Company's stockholders approved a proposal to amend
the Company's Amended and Restated Certificate of Incorporation to provide the
Company with the right to extend the date by which the Company must consummate
its initial business combination (the "Business Combination"), up to 5 times,
initially from
The Company filed the Extension Amendment with the Secretary of State of the
The foregoing description of the Extension Amendment and the Trust Amendment is qualified in its entirety by the full texts of the Extension Amendment and the Trust Amendment, which are filed as Exhibit 3.1 and Exhibit 10.1 hereto, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The vote tabulation for the Extension Amendment Proposal and the Trust Amendment Proposal is set forth below.
Approval of Proposal 1-Extension Amendment Proposal
Votes For Votes Against Abstentions 24,047,534 25 138,364
Approval of Proposal 2-Trust Amendment Proposal
Votes For Votes Against Abstentions 24,047,534 25 138,364
A proposal to adjourn the Special Meeting to a later date was not presented because there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
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Item 8.01. Other Events.
Following the approval of the proposals at the Special Meeting,
In connection with the votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the holders of 18,268,171 shares of Class A common stock properly exercised their right to redeem their shares for cash.
After giving effect to the redemptions described above and the conversion of the founder shares, there will be an aggregate of 9,855,829 shares of Class A common stock outstanding, comprised of 4,231,829 shares of Class A common stock held by public shareholders and 5,624,000 shares of Class A common stock that were converted from the founder shares.
Additional Information
The Company filed a preliminary proxy statement (the "Definitive Proxy
Statement") with the
Participants in the Solicitation
The Company, Sponsor and their respective directors, executive officers, other
members of management, and employees, under
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions,
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projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of the Company's
securities, (ii) the risk that the transaction may not be completed by the
Company's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by the Company,
(iii) the failure to satisfy the conditions to the consummation of the
transaction, including the approval by the stockholders of the Company and the
receipt of certain governmental and regulatory approvals, (iv) the lack of a
third-party valuation in determining whether or not to pursue the transaction,
(v) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Equity Purchase Agreement, (vi) the effect of the
announcement or pendency of the transaction on flyExclusive's business
relationships, operating results and business generally, (vii) risks that the
proposed transaction disrupts current plans and operations of flyExclusive and
potential difficulties in flyExclusive employee retention as a result of the
transaction, (viii) the outcome of any legal proceedings that may be instituted
against flyExclusive or against the Company related to the Equity Purchase
Agreement or the transaction, (ix) the ability to maintain the listing of the
Company's securities on a national securities exchange, (x) the price of the
Company's securities may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which the Company
plans to operate or flyExclusive operates, variations in operating performance
across competitors, changes in laws and regulations affecting the Company's or
flyExclusive's business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities, and (xii) the risk of downturns and a changing regulatory
landscape in the highly competitive aviation industry. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk Factors" section of
the Company's registration on Form S-1, the proxy statement that will be filed
as discussed herein and other documents filed by the Company from time to time
with the
The Company cautions that the foregoing list of factors is not exclusive. The
Company cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amendment to the Amended and Restated Certificate of Incorporation ofEG Acquisition Corp. , datedMay 25, 2023 10.1 Amendment No. 1 to Investment Management Trust Agreement, datedMay 25, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 -
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