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, in connection with
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 continues to have
ongoing dialogue with the New York Stock Exchange (the “NYSE”)
regarding the fulfillment of all applicable listing requirements of
the NYSE American LLC (the “NYSE American”). 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, and subject to and
upon the consummation of the Business Combination, on or about
December 27, 2023, the Company intends to transfer the listing of
its Class A common stock and public warrants from the NYSE to 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.
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 1:00 p.m. Eastern Time on December 27, 2023 to 5:00
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 5:00 p.m. Eastern Time December 22, 2023 for delivery
of redemption requests from the Company’s stockholders to the
Company’s transfer agent has been extended to 5:00 p.m. Eastern
Time on December 27, 2023. Stockholders who wish to withdraw their
previously submitted redemption requests may ask to do so up 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 27,
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 prior to and 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. Stockholders who elect to redeem their shares
solely in connection with the Annual Meeting (and did not
previously elect to redeem their shares in connection with the
Special Meeting held on December 18, 2023) will only be entitled to
be redeemed in the event the charter amendment for the extension is
approved at the Annual Meeting. Stockholders who previously
tendered their EG shares for redemption prior to and in connection
with the Special Meeting held on December 18, 2023 will be entitled
to be redeemed upon and assuming either the Business Combination is
consummated or the charter amendment for the extension is approved
at 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 and December 19,
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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