flyExclusive Inc-A美股招股说明书(2025-09-24版)

5,102,000 SHARES OF CLASS A COMMON STOCKUNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK5,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the issuance by flyExclusive, Inc., a Delaware corporation (“flyExclusive,” the “Company,” “PubCo,”“we” or “us”), and the resale by the selling stockholders named in this prospectus (each a “Selling Stockholder” and, collectively,the “Selling Stockholders”), from time to time of (i) up to an aggregate of 5,102,000 shares of the Company’s Class A CommonStock, par value $0.0001 per share (the “Class A Common Stock”) issuable upon the conversion of the outstanding shares of ourSeries B Convertible Preferred Stock (the “Series B Preferred Stock”), and (ii) up to an aggregate of 5,000,000 shares of Class ACommon Stock issuable upon the exercise of Series B warrants that we issued in August 2024 (the “August 2024 Warrants”). TheSeries B Preferred Stock has a stated value of $1,000.00 per share and a conversion price of $5.00 per share of Class A CommonStock and the August 2024 Warrants have an exercise price of $0.01 per share of Class A Common Stock, both subject toadjustment. We will receive the proceeds from any exercise of both the August 2024 Warrants for cash, but not from the resale by the SellingStockholders of the shares of Class A Common Stock offered hereby or the shares of Class A Common Stock underlying the SeriesB Preferred Stock or the August 2024 Warrants. We will bear all costs, expenses and fees in connection with the registration of the shares of Class A Common Stock. The SellingStockholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A CommonStock. Our shares of Class A Common Stock are listed on The NYSE American LLC (“NYSE American”) under the symbol “FLYX.”On September 16, 2025, the closing sale price per share of our Class A Common Stock was $5.01. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page5of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. TABLEOF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSiiiTHE COMPANY1RISK FACTORS5USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK7SELLING STOCKHOLDERS10PLAN OF DISTRIBUTION12LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND ADDITIONAL INFORMATION15INCORPORATION OF DOCUMENTS BY REFERENCE15 ABOUT THIS PROSPECTUS This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference ismade to the actual documents for complete information. Copies of some of the documents referred to herein have been filed or areincorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies ofthose documents as described below under the heading “Where You Can Find Additional Information.” You should carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporatedherein and therein by reference and the additional information under the heading “Where You Can Find Additional Information”and “Incorporation of Documents by Reference” before making an investment decision. You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectussupplement. We have not authorized anyone to provide you with information different from that contained or incorporated byreference in this prospectus or any prospectus supplement. No dealer, salesperson or other person is authorized to give anyinformation or to represent anything not contained or incorporated by reference in this prospectus or any prospectus supplement.You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information inthis prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any informationwe have incorporated herein or therein by reference is accurate only as of the date of the document incorporated by reference,regardless of the time of delivery of this prospectus and any prospectus supplement or any sale of a security. To the extent there are inconsistencies between this prospectus, any prospectus supplement and any documents incorporated byreference, the document with the most recent date will control. This prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus Unless the context indicates otherwise, references in th