|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
flyExclusive, Inc. (f/k/a EG Acquisition Corp.) (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
343928107 (CUSIP Number) |
Gregg S. Hymowitz 375 Park Avenue, 24th Floor, New York, NY, 10152 212-888-1040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
Gregg S. Hymowitz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,516,090.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
83.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Amounts in rows 8, 10, and 11 consist of the shares held by the reporting persons as set forth below.
Percentage in row 13 represented by the amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor, and the warrants to purchase 4,000,000 shares of Class A Common Stock beneficially owned by EnTrust Emerald (Cayman) LP. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EG Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,988,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of (i) 8,818,089 shares of Class A Common Stock held by EG Sponsor LLC ("Sponsor"), (ii) the warrants held by Sponsor to purchase 4,902,190 shares of Class A Common Stock, and (iii) the warrants held by Sponsor to purchase 2,268,100 shares of Class A Common Stock. EnTrust Global Partners Offshore LP is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EnTrust Global Partners Offshore LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,988,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of (i) 8,818,089 shares of Class A Common Stock held by Sponsor, (ii) the warrants held by Sponsor to purchase 4,902,190 shares of Class A Common Stock, and (iii) the warrants held by Sponsor to purchase 2,268,100 shares of Class A Common Stock. EnTrust Global Partners Offshore LP is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
GH EP Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,988,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of (i) 8,818,089 shares of Class A Common Stock held by Sponsor, (ii) the warrants held by Sponsor to purchase 4,902,190 shares of Class A Common Stock, and (iii) the warrants held by Sponsor to purchase 2,268,100 shares of Class A Common Stock. EnTrust Global Partners Offshore LP is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EnTrust Global Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,988,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of (i) 8,818,089 shares of Class A Common Stock held by Sponsor, (ii) the warrants held by Sponsor to purchase 4,902,190 shares of Class A Common Stock, and (iii) the warrants held by Sponsor to purchase 2,268,100 shares of Class A Common Stock. EnTrust Global Partners Offshore LP is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EnTrust Global LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,988,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of (i) 8,818,089 shares of Class A Common Stock held by Sponsor, (ii) the warrants held by Sponsor to purchase 4,902,190 shares of Class A Common Stock, and (iii) the warrants held by Sponsor to purchase 2,268,100 shares of Class A Common Stock. EnTrust Global Partners Offshore LP is the managing member of the Sponsor and as such has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and Sponsor) of the Class A Common Stock held directly by the Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor. An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,902,190 shares of Class A Common Stock and the warrants to purchase 2,268,100 shares of Class A Common Stock beneficially owned by the Sponsor. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EnTrust Emerald (Cayman) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,718,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10, and 11 consist of (i) 12,718,807 shares of Class A Common Stock held by EnTrust Emerald (Cayman) LP and (ii) the warrants held by EnTrust Emerald (Cayman) LP to purchase 4,000,000 shares of Class A Common Stock. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which, EnTrust Global Partners LLC, 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.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,000,000 shares of Class A Common Stock beneficially owned by EnTrust Emerald (Cayman) LP. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
ETG Omni LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,808,904.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10 and 11 consist of 2,808,904 shares of Class A Common Stock held by ETG Omni LLC. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which, EnTrust Global Partners LLC, serves as the managing member of ETG Omni LLC, and may be deemed to be the beneficial owner of such shares held by ETG Omni LLC.
Percentage in row 13 represented by amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
EnTrust Global Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,527,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Amounts in rows 8, 10, and 11 consist of the shares described above for EnTrust Emerald (Cayman) LP and ETG Omni LLC.
Percentage in row 13 represented by the amount in row 11 is based on a denominator consisting of 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025 as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026, as well as the warrants to purchase 4,000,000 shares of Class A Common Stock beneficially owned by EnTrust Emerald (Cayman) LP. Due to the calculation methodology under Rule 13d-3 of the Exchange Act, the denominator does not include the 59,930,000 LGM Common Units (which are convertible for shares of Class A Common Stock), nor the public warrants to purchase Class A Common Stock, other than the public warrants held by the Reporting Persons.
Explanatory Note
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on July 30, 2025, as amended by Amendment No. 1 to the Schedule 13D (Amendment No. 1), filed on August 12, 2024, as amended by Amendment No. 2 to the Schedule 13D ("Amendment No. 2"), filed on March 25, 2025, as amended by Amendment No. 3 to the Schedule 13D ("Amendment No. 3"), filed on July 30, 2025 (together with Amendment No.1, Amendment No.2, and this Amendment No.4, the "Schedule 13D"). This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and refers only to information that has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
flyExclusive, Inc. (f/k/a EG Acquisition Corp.) |
| (c) | Address of Issuer's Principal Executive Offices:
2860 Jetport Road, Kinston,
NORTH CAROLINA
, 28504. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Gregg Hymowitz beneficially owns 35,516,090 shares of Class A Common Stock (as determined and described above), which represent 83.9% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
Sponsor, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC and GH EP Holdings LLC beneficially own 15,988,379 shares of Class A Common Stock (as determined and described above), which represent 41.7% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
EnTrust Emerald (Cayman) LP beneficially owns 16,718,807 shares of Class A Common Stock (as determined and described above), which represent 47.5% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
ETG Omni LLC beneficially owns 2,808,904 shares of Class A Common Stock (as determined and described above), which represent 9.0% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
EnTrust Global Partners LLC beneficially owns 19,527,711 shares of Class A Common Stock (as determined and described above), which represent 55.5% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described above).
|
| (b) | Gregg Hymowitz has shared power to vote and shared power to dispose of 35,516,090 shares of Class A Common Stock.
Sponsor, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC and GH EP Holdings LLC have shared power to vote and shared power to dispose of 15,988,379 shares of Class A Common Stock.
EnTrust Emerald (Cayman) LP has shared power to vote and shared power to dispose of 16,718,807 shares of Class A Common Stock.
ETG Omni LLC has shared power to vote and shared power to dispose of 2,808,904 shares of Class A Common Stock.
EnTrust Global Partners LLC has shared power to vote and shared power to dispose of 19,527,711 shares of Class A Common Stock. |
| (c) | No transactions in the Issuer's capital stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above and Item 6 below. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is amended to add the following:
EnTrust Emerald (Cayman) LP and Sponsor held 20,408 and 9,329 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, which had a stated value of $1,000. On December 31, 2025, the principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Class A Common Stock, at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, Entrust Emerald (Cayman) LP and Sponsor received 7,200,999 and 3,193,089 shares of the Issuer's Class A Common Stock on January 7, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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