EG ACQUISITION CORP.
375 Park Avenue, 24th Floor
New York, NY 10152
PROXY STATEMENT SUPPLEMENT
December 15, 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, supplemented by Proxy Statement Supplement, dated December 5, 2023 (as so supplemented, the Proxy Statement), that
was sent to you in connection with the Companys special meeting to be held at 10 a.m., New York Time, on Monday, December 18, 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 adding a new risk factor discussing uncertainty under the Investment Company Act. 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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