EG Acquisition Corp. Announces Intention to Transfer Listing from The New York Stock Exchange and Planned Listing by flyExclusive on NYSE American LLC Upon Consummation of its Pending Business Combination
15 Dezembro 2023 - 10:37PM
Business Wire
EG Acquisition Corp. (the “Company” or “EG”) (NYSE: EGGF), a
Special Purpose Acquisition Company (SPAC) sponsored by EnTrust
Global and GMF Capital, today announced that, subject to and upon
the consummation of its previously announced proposed business
combination (the “Business Combination”) with LGM Enterprises, LLC
(dba flyExclusive) (“flyExclusive” or “LGM”), a leading provider of
premium private jet charter experiences, it intends to transfer the
listing of its Class A common stock and public warrants from the
New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the
“NYSE American”) on or about December 20, 2023, subject to the
satisfaction or waiver, as applicable, of all closing conditions in
connection with the Business Combination (including the fulfillment
of all applicable NYSE American listing requirements) and the
authorization from NYSE to list the shares of flyExclusive (the
post-combination company) on the NYSE American. The Company’s Class
A common stock and public warrants will continue to trade on the
NYSE under the symbols “EGGF” and “EGGFW,” respectively, until and
subject to the consummation of the Business Combination. Following
and subject to the consummation of the Business Combination,
flyExclusive’s Class A common stock and public warrants would trade
on the NYSE American under the symbols “FLYX” and “FLYXW,”
respectively.
Additional Information
EG Acquisition Corp. filed a definitive proxy statement (the
“Definitive Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) on November 13, 2023, as supplemented, in
connection with EG’s proposed Business Combination with LGM
pursuant to the equity purchase agreement, dated as of October 17,
2022, by and among EG, LGM and other parties (the “Equity Purchase
Agreement”), and EG mailed the Definitive Proxy Statement and other
relevant documents to its stockholders as of the record date
established for voting on the Business Combination. Such
stockholders may also obtain copies of the Definitive Proxy
Statement, without charge, at the SEC’s website at
http://www.sec.gov. This communication does not contain all the
information that should be considered concerning the Business
Combination. It is not intended to provide the basis for any
investment decision or any other decision in respect to the
proposed Business Combination. EG’s stockholders and other
interested persons are advised to read the Definitive Proxy
Statement in connection with EG’s solicitation of proxies for the
special meeting to be held to approve the Business Combination as
these materials contain important information about flyExclusive
and EG and the proposed Business Combination.
Participants in the Solicitation
EG, EG Sponsor LLC and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of EG’s stockholders in connection with the Business
Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Business Combination of EG’s directors and officers in EG’s filings
with the SEC, including EG’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, which was filed with the SEC
on April 13, 2023, and the Definitive Proxy Statement. Stockholders
can obtain copies of EG’s filings with the SEC, without charge, at
the SEC’s website at www.sec.gov.
Forward-Looking Statements
This Press Release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between flyExclusive and EG. 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, 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 EG’s securities, (ii) the risk that the transaction may not be
completed by EG’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by EG, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval by the
shareholders of EG, the approval of the shares for listing on the
NYSE American 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 EG related to the
Equity Purchase Agreement or the transaction, (ix) the ability to
maintain the listing of EG’s securities on a national securities
exchange, (x) the price of EG’s securities may be volatile due to a
variety of factors, including changes in the competitive and highly
regulated industries in which EG plans to operate or flyExclusive
operates, variations in operating performance across competitors,
changes in laws and regulations affecting EG’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 EG’s registration on Form S-1, the Definitive Proxy
Statement that was filed as discussed above and other documents
filed by EG from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and flyExclusive and EG assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise.
flyExclusive nor EG gives any assurance that either flyExclusive or
EG or the combined company will achieve its expectations.
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