0000950170-24-095711.txt : 20240812 0000950170-24-095711.hdr.sgml : 20240812 20240812215653 ACCESSION NUMBER: 0000950170-24-095711 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240808 FILED AS OF DATE: 20240812 DATE AS OF CHANGE: 20240812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hymowitz Gregg CENTRAL INDEX KEY: 0001591141 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 241198581 MAIL ADDRESS: STREET 1: C/O 375 PARK AVENUE STREET 2: 24TH FL. CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EG Sponsor LLC CENTRAL INDEX KEY: 0001843963 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 241198580 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GH Onshore GP LLC CENTRAL INDEX KEY: 0001865092 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 241198578 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnTrust Global Management GP LLC CENTRAL INDEX KEY: 0001864995 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40444 FILM NUMBER: 241198579 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLYEXCLUSIVE INC. CENTRAL INDEX KEY: 0001843973 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 861740840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212 888 1040 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: EG Acquisition Corp. DATE OF NAME CHANGE: 20210202 4 1 ownership.xml 4 X0508 4 2024-08-08 0001843973 FLYEXCLUSIVE INC. FLYX 0001591141 Hymowitz Gregg 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 true false true false 0001843963 EG Sponsor LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 false false true false 0001864995 EnTrust Global Management GP LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 false false true false 0001865092 GH Onshore GP LLC 375 PARK AVENUE, 24TH FLOOR NEW YORK NY 10152 false false true false false Series B Convertible Preferred Stock 2024-08-08 4 P false 20408 A Class A common stock, ("Common Stock") 4081600 20408 I See Footnote Series B Convertible Preferred Stock 2024-08-08 4 P false 5102 A Common Stock 1020400 25510 I See Footnote Warrant (Right to Buy) 0.01 2024-08-08 4 P false 1 A 2024-08-08 2029-08-08 Common Stock 4000000 1 I See Footnote Warrant (Right to Buy) 0.01 2024-08-08 4 P false 1 A Common Stock 1000000 1 I See Footnote Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below). The derivative securities were purchased pursuant to the Securities Purchase Agreement for $20,000,000. The derivative securities were purchased pursuant to the Securities Purchase Agreement for $5,000,000. On August 8, 2024, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) EnTrust purchased 20,408 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 4,000,000 shares of Common Stock and (ii) EG Sponsor irrevocably committed, at a date no later than August 15, 2024, to purchase 5,102 shares of Series B Preferred Stock, together with a warrant to purchase 1,000,000 shares of Common Stock. Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Held by EG Sponsor. EnTrust Global Management GP LLC is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by EG Sponsor and may be deemed to have shared beneficial ownership (along with GH Onshore GP LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the managing member of EnTrust Global Management GP LLC, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor. Each of EnTrust Global Management GP LLC, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. (Continued from footnote 6) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, , directly or indirectly. The warrant may be exercised in whole or in part during the exercise period with respect to a number of a shares of Common Stock. The warrant is exercisable as of the date of issuance up until the fifth anniversary of its issuance. EG Sponsor LLC; By: /s/ Gregg S. Hymowitz 2024-08-12 EnTrust Global Management GP LLC; By: /s/ Gregg S. Hymowitz 2024-08-12 GH Onshore GP LLC; By: /s/ Gregg S. Hymowitz 2024-08-12 /s/ Gregg S. Hymowitz 2024-08-12