flyExclusive Inc-美国存托凭证招股说明书(2025-12-22版)

845,400 SHARES OF CLASS A COMMON STOCKUNDERLYING OUR SERIES B CONVERTIBLE PREFERRED STOCK 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 845,400 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”), (ii) up to an aggregate of 1,268,100 shares of Class ACommon Stock issuable upon the exercise of Series B warrants that we issued in March 2025 (the “March 2025 Warrants”), and We will receive the proceeds from any exercise of the March 2025 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 Series 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 Common Our shares of Class A Common Stock are listed on The NYSE American LLC (“NYSE American”) under the symbol “FLYX.” OnDecember 19, 2025, the closing sale price per share of our Class A Common Stock was $3.13. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of 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 to The date of this prospectus is December 19, 2025 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 of You should carefully read this prospectus, any 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 information 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. Unless the context indicates otherwise, references in this prospectus to “flyExclusive”, “Company”, “we”, “us” and “our” refer toflyExclusive, Inc. and its direct and indirect subsidiaries. This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarksand trade names referred to in this prospectus or any prospectus supplement may appear without the®or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicablelaw, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names,trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements.” When contained in this prospectus, the words "believe,” “project,”“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “willbe,” “will continue,” “will likely result,” and similar expression