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 at a special meeting
of EG stockholders (the “Special Meeting”) held yesterday, EG’s
stockholders voted in favor of the proposed business combination
(the “Business Combination”) with LGM Enterprises, LLC (dba
flyExclusive) (“flyExclusive” or “LGM”), a leading provider of
premium private jet charter experiences, and the related proposals.
Approximately 97% of the shares that voted on the Business
Combination voted in favor of it, representing approximately 90% of
the outstanding shares of EG’s common stock. EG also announced that
its intention to transfer (the “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”) in
connection with the Business Combination has been delayed, subject
to ongoing review by the NYSE American of its listing application.
The Company had previously announced that the Transfer would occur
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, in connection the
Business Combination. That timing has been delayed pending
satisfaction or waiver of the aforementioned closing conditions.
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.
In light of the foregoing, the Company also announced today that
its previously announced annual meeting (the “Annual Meeting”), for
the purpose of considering and voting on, among other proposals, a
proposal to extend the date (the “Extension Amendment Proposal”) by
which it must consummate an initial business combination, will be
postponed from 12:00 p.m. Eastern Time on December 22, 2023 to 1:00
p.m. Eastern Time on December 27, 2023 (the “Postponement”).
The record date for determining the Company stockholders
entitled to receive notice of and to vote at the Annual Meeting
remains the close of business on December 4, 2023 (the “Record
Date”). Stockholders as of the Record Date can vote, even if they
have subsequently sold their shares. Stockholders who have
previously submitted their proxies or otherwise voted and who do
not want to change their vote need not take any action.
Stockholders who have not yet done so are encouraged to vote as
soon as possible.
As a result of the Postponement, the previously disclosed
deadline of December 20, 2023 (two business days before the Annual
Meeting, as originally scheduled) for delivery of redemption
requests from the Company’s stockholders to the Company’s transfer
agent has been extended to December 22, 2023 (two business days
before the postponed Annual Meeting). Stockholders who wish to
withdraw their previously submitted redemption requests may ask to
do so prior to the postponed Annual Meeting by requesting that the
Company’s transfer agent return such shares by 5:00 p.m. Eastern
Time on December 22, 2023. Stockholders who do not wish to withdraw
their previously submitted redemption requests (either in
connection with the Special Meeting or the upcoming Annual Meeting)
need not take any further action. If any stockholder previously
tendered its EG shares for redemption in connection with the
Special Meeting held on December 18, 2023, such stockholder’s
shares will automatically be deemed to have been tendered for
redemption in connection with the Annual Meeting, and no further
action will be required for you to redeem your shares in connection
with the Annual Meeting. If any such stockholders have questions or
need assistance in connection with the Annual Meeting, please
contact the Company’s proxy solicitor, Morrow Sodali LLC, by
calling (800) 662-5200, or banks and brokers can call collect at
(203) 658-9400, or by emailing
EGGF.info@investor.morrowsodali.com.
Additional Information
The Company filed a definitive proxy statement with the SEC on
December 7, 2023, as supplemented on December 15 in connection with
the solicitation of proxies for the Annual Meeting (the “Definitive
Proxy Statement”). This communication does not contain all the
information that should be considered concerning the Annual
Meeting. The Company’s stockholders and other interested persons
are advised to read the Definitive Proxy Statement and any
amendments or supplements thereto, in connection with the Company’s
solicitation of proxies for the Annual Meeting to be held to
approve the Extension Amendment Proposal, the Trust Amendment
Proposal, and the Director Election Proposal, as these materials
will contain important information. The Definitive Proxy Statement
was mailed to the stockholders of the Company as of a record date
to be established for voting at the Annual Meeting. Such
stockholders may also be able to obtain copies of the Definitive
Proxy Statement, without charge, at the SEC’s website at
http://www.sec.gov.
Participants in the Solicitation
The Company, 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 the Company’s stockholders in connection
with the Annual Meeting. Investors and security holders may obtain
more detailed information regarding the names and interests in the
Annual Meeting of the Company’s directors and officers in the
Company’s filings with the SEC, including the Company’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 the Company’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, by
and among EG, LGM and the other parties thereto (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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EG Acquisition Corp. 212-888-1040
EG Acquisition (NYSE:EGGF)
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