Exclusive Jets LLC executed the non-binding letter of intent to acquire EG Acquisition Corp. (NYSE:EGGF) from group of shareholders in a reverse merger transaction on April 26, 2022. Exclusive Jets LLC entered into a definitive business combination agreement to acquire EG Acquisition Corp. (NYSE:EGGF) from EG Sponsor LLC, EnTrust Global, GMF Capital LLC, HGC Investment Management Inc., Fir Tree Capital Management LP, Saba Capital Management, L.P., BTIG, LLC and others for $600 million in a reverse merger transaction on October 17, 2022. The transaction values flyExclusive at a pre-transaction equity value of $600 million. The current flyExclusive owners will retain approximately 60% of the ownership at close, assuming no redemptions in SPAC cash held in trust. Under the terms of the agreement, flyExclusive and EG Acquisition Corp. will combine into a new company and change its name to ?flyExclusive, Inc.? that is expected to be listed on the New York Stock Exchange and will adopt flyExclusive as the corporate operating brand. flyExclusive Founder and Chief Executive Officer, Jim Segrave will lead the combined company. Upon the closing of the proposed transaction, flyExclusive's senior management will continue to serve in their current roles.

The respective boards of directors of both EG Acquisition Corp. and flyExclusive have each unanimously approved the proposed transaction. Completion of the proposed transaction is subject to approval of EG Acquisition Corp. stockholders, EG having at least $5,000,001 in tangible net assets immediately prior to the Closing, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having been made and the applicable waiting period and any extensions thereof having expired or terminated, PubCo remaining listed on NYSE and other customary closing conditions. As of May 12, 2023, EGGF postponed the Special Meeting previously scheduled on May 12, 2023. As a result of this change, the Special Meeting will now be held on May 19, 2023. As of May 19, 2023, EG Acquisition Corp. shareholders has approved the extension proposal by which EG Acquisition Corp. must consummate its 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. The proposed business combination transaction is expected to be completed in the first quarter of 2023. The $310 million in proceeds will allow flyExclusive to continue its growth, better serve customers and execute its strategic plan to become the nation's first fully vertically integrated private aviation company. As of December 19, 2023, EG Acquisition shareholders approved the transaction. That timing of transfer has been delayed pending satisfaction or waiver of the aforementioned closing conditions.

BTIG, LLC served as financial and capital markets advisor to EG Acquisition Corp. Larry E. Robbins of Wyrick Robbins Yates & Ponton LLP acted as the legal advisor to flyExclusive, Steven A. Seidman and Sean Ewen of Willkie Farr & Gallagher LLP acted as the legal advisor to EG Acquisition Corp. and EG Sponsor, and Kirkland & Ellis LLP acted as the legal advisor to BTIG, LLC. Ron Nardini, Mike Bielby and Sarah Morgan of Vinson & Elkins is advising EnTrust Global, in connection with the $85 million convertible notes facility. Continental Stock Transfer & Trust Company acted as transfer agent to EG Acquisition. Morrow Sodali LLC acted as proxy solicitor to EG Acquisition. Duff & Phelps Opinion Practice of Kroll, LLC acted as fairness opinion provider to EG Acquisition. Grant Thornton LLP acted as accounting and tax due diligence provider to EG Acquisition. Vedder Price P.C. acted as legal advisor to EGA. Willkie Farr & Gallagher LLP and Willkie Farr & Gallagher LLP acted as due diligence provider to EGA. As compensation for Duff & Phelps? services in connection with the rendering of the opinion to the Board, EGA agreed to pay Duff & Phelps a fee of $0.6 million, a portion of which was payable upon execution of the engagement letter, a portion was payable upon delivery of the opinion, and a portion is payable upon consummation of the transaction.

Exclusive Jets LLC completed the acquisition of EG Acquisition Corp. (NYSE:EGGF) from group of shareholders in a reverse merger transaction on December 27, 2023.