United States securities and exchange commission logo
November 2, 2023
Gregg S. Hymowitz
Chief Executive Officer
EG Acquisition Corp.
375 Park Avenue, 24th Floor
New York, NY 10152
Re: EG Acquisition
Corp.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed October 17,
2023
File No. 001-40444
Dear Gregg S. Hymowitz:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed October 17,
2023
Risk Factors
On June 30, 2023, we terminated our agreement with Wheels Up that
accounted for a significant
portion of our total revenues..., page 81
1. We note your disclosure
stating that the Wheels Up (WUP) customer accounted for "a
significant majority"
of receivables as of June 30, 2023 and that such balances were
eliminated. Please
expand your disclosure here and in MD&A to clarify whether these
were collected or
written off, and to disclose the amounts related thereto.
2. We note your disclosure
here that the termination of your agreement with Wheels Up that
accounted for a
significant portion of your total revenues for the past two years and for the
six months ended June
30, 2023 could have an adverse effect on your business, results of
operations and
financial condition if you fail to materially replace the revenue derived
from Wheels Up moving
forward as expected. However, we also note you disclose on
page 243 that your
previously contemplated and disclosed strategic shift towards
wholesale and
contractual retail customers means the termination of this agreement will
Gregg S. Hymowitz
FirstName LastNameGregg S. Hymowitz
EG Acquisition Corp.
Comapany 2,
November NameEG
2023 Acquisition Corp.
November
Page 2 2, 2023 Page 2
FirstName LastName
not be material to your future financial position or results of
operations. Please clarify
your disclosure in this risk factor regarding the impact of the
termination of this
agreement on your business, results of operations and financial
condition.
Overview of our Business
Key Operating Metrics, page 245
3. We note your response to prior comment 11, indicating you prefer to
refrain from
disclosing the number of customers utilizing aircraft each period
because this would not
fully correlate with total revenues, considering that some of your
revenues are derived
from non-flight services, although you appear to identify 98% or more
of revenues for
each of the last three fiscal years as being associated with flights
on page F-87. We also
note that you revised certain disclosures regarding Key Operating
Metrics, including the
use of "Aircraft contributing to revenues" although without explaining
the computation.
Given the significance of revenues associated with flights we continue
to believe that you
should provide information regarding customers that are actually using
your flight
services each period as previously requested. If you believe that such
clarification would
not be material, explain to us your rationale and provide us with such
details, of the
number of customers using flight services each period, along with your
response letter.
Also further expand your disclosure on page 245 to explain why the
number of aircraft
contributing to revenues is different than the average and ending
aircraft on certificate.
We reissue prior comment 11.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
LGM
Results of Operations, page 248
4. We understand from your response to prior comment 13 that you would
rather not
disclose in MD&A and along with your pro forma financial information
that you lost a
customer at the end of the most recently completed interim period that
accounted for 39%
of total revenue for 2022 and 38% of total revenue for the recent six
month interim period,
as you believe the event is not material. However, you have not
provided support for this
assessment or reconciled the view with your risk factor disclosure on
pages 81 and 82.
As this appears to be a material event that is reasonably likely to
cause your reported
financial information not to be necessarily indicative of future
operating results or of
future financial condition, we continue to believe that you will need
to address the matter
in both sections of the document as previously requested to comply
with Item 303(a) of
Regulation S-K, and Rule 12b-20 of Regulation 12B.
We also believe that you should revise the disclosure on page 243,
indicating termination
of the GRP Agreement with WUP will not be material to your future
financial position or
results of operations, to clarify the significance of the activity
associated with the
Gregg S. Hymowitz
EG Acquisition Corp.
November 2, 2023
Page 3
customer in your historical financial reporting, including a discussion
of the "strategic
reasons" for terminating the relationship (e.g., how terminating the
relationship is
expected to provide other means of revenue generation if this is your
view), and to discuss
the extent to which you have already secured new customers to replace
the lost revenues.
The utility of disclosure indicating your future financial position and
future results of
operations will not be materially impacted by transactions with a
customer that you no
longer have should be qualified with disclosure clarifying the effects
relative to your
historical financial position and results of operations. We reissue
prior comment 13.
5. We note that you have not addressed the disclosure requirement
referenced in prior
comment 12, to include a discussion and analysis of the extent to which
material changes
in net sales are attributable to changes in prices or to changes in the
volume or the amount
of goods or services being sold, pursuant to Item 303(b)(2)(iii) of
Regulation S-K.
Unless you can show why this would not apply to you, your disclosures
should include
this additional information. We reissue prior comment 12.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions
regardingcomments on the
financial statements and related matters.
Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707
or Irene
Barberena-Meissner, Staff Attorney, at (202) 551-6548 with any other questions.
Sincerely,
FirstName LastNameGregg S. Hymowitz
Division of
Corporation Finance
Comapany NameEG Acquisition Corp.
Office of Energy &
Transportation
November 2, 2023 Page 3
cc: Sean M. Ewen, Esq., of Willkie Farr & Gallagher LLP
FirstName LastName