EG ACQUISITION CORP.
375 Park Avenue, 24th Floor
New York, NY 10152
PROXY STATEMENT SUPPLEMENT
December 1, 2023
TO THE
STOCKHOLDERS OF EG ACQUISITION CORP.:
This is a supplement (this Supplement) to the proxy statement of EG Acquisition Corp. (the
Company, EGA, or our), dated November 13, 2023 (the Proxy Statement), that was sent to you in connection with the Companys special meeting to be held on
December 7, 2023 (the Special Meeting) to consider and vote upon a proposal, among others, to approve and adopt the business combination contemplated by the equity purchase agreement, dated October 17, 2023, as amended
on April 21, 2023, and as it may be further amended and/or restated from time to time, (the Equity Purchase Agreement) with LGM Enterprises, LLC, a North Carolina limited liability company (LGM) and the
parent company of Exclusive Jets, LLC d/b/a flyExclusive, the existing equityholders of LGM (the Existing Equityholders), EG Sponsor LLC, a Delaware limited liability company (Sponsor) and Thomas
James Segrave, Jr., in his capacity as existing equityholder representative. The transactions contemplated by the Equity Purchase Agreement are referred to herein as the Business Combination.
The purpose of this Supplement is to supplement the disclosure in the Proxy Statement by describing a new senior secured note transaction entered into by LGM
on December 1, 2023. There are no changes to the proposals to be acted upon at the Special Meeting, which are described in the Proxy Statement. Except as supplemented by the information contained in this Supplement, all information set forth in
the Proxy Statement continues to apply and should be considered in voting your shares. This Supplement should be read in conjunction with the Proxy Statement. Capitalized terms used but not defined in this Supplement have the meanings set forth in
the Proxy Statement.
Before you vote, you should read the Proxy Statement and other documents that EGA has filed with the Securities and Exchange
Commission (the SEC), together with this Supplement, for more complete information about EGA and the Business Combination. If you need additional copies of this Supplement, the Proxy Statement, or the proxy card you should contact
Morrow Sodali, EGAs proxy solicitor, by calling toll-free (800) 662-5200, or banks and brokers may call at (203) 658-9400, or by emailing
EGGF.info@investor.morrowsodali.com.
You may also obtain a free copy of this Supplement, the Proxy Statement and other documents containing information
about the Company and the Business Combination, without charge, at the SECs website at www.sec.gov.
All our stockholders are cordially invited to
attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card that was enclosed with the Proxy Statement previously mailed to you as soon as
possible.
If you are a stockholder of record and you have already provided a proxy, your shares will be voted in accordance with your instructions at the
Special Meeting, unless you affirmatively change your proxy as described in the Proxy Statement. If you have not yet provided a proxy, you are urged to complete, sign, date and return the proxy card that was enclosed with the Proxy Statement
previously mailed to you as soon as possible.
If you are a stockholder of record holding shares of EGA Common Stock, you may also cast your vote in
person (which would include voting at the virtual Special Meeting). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and
vote in person (which would include voting at the virtual Special Meeting), obtain a proxy from your broker or bank.
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