flyExclusive Inc-U.S. A股招股说明书(2026-01-09版)

Subject to completion, dated January 8, 2026 We are offeringshares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), at apurchase price of $per share, pursuant to this Prospectus Supplement and accompanying Prospectus and, in lieu of Class ACommon Stock to investors that so choose, pre-funded warrants to purchase up toshares of our Class A Common Stock in thisoffering (the “Pre-funded Warrants”). The purchase price of each Pre-funded Warrant will equal the price per share at which sharesof our Common Stock are being sold to the public in this offering, minus $0.0001, which will be the exercise price of each Pre- Our Class A Common Stock is listed on The NYSE American LLC (“NYSE American”) under the symbol “FLYX.” On January 8,2026, the last reported sale price of our Class A Common Stock on the NYSE American was $7.23 per share. The aggregate marketvalue of our outstanding Class A Common Stock held by non-affiliates as of the date of this prospectus supplement is $49,445,522,based on 6,838,938 shares of outstanding Class A Common Stock held by non-affiliates, and a per share price of $7.23, the closingsale price of our Class A Common Stock on January 8, 2026 (a date within 60 days of the date hereof). Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectussupplement is a part in a public primary offering with a value exceeding more than one-third of our public float in any 12-month Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefullyreview and consider all the information in this prospectus supplement, the accompanying prospectus and the documentsincorporated by reference herein and therein, including the risks and uncertainties described under“Risk Factors” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1) Includes an underwriting discount of 6.0%. See “Underwriting” beginning on page S-13 of this Prospectus Supplement foradditional information regarding the compensation payable to the underwriters. We have granted the underwriters an option for a period of 45 days from the date of this Prospectus Supplement to purchase up toan additional ______ shares of our Class A Common Stock and/or Pre-funded Warrants, representing 15% of the shares of Class ACommon Stock and/or Pre-funded Warrants sold in the offering, in each case, to cover over-allotments, from us at the public The underwriters expect to deliver the shares of Class A Common Stock and the Pre-funded Warrants to purchasers on or aboutJanuary, 2026. Lucid Capital Markets Prospectus Supplement dated January , 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARY ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF OUR CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF THE UNITSDESCRIPTION OF THE RIGHTSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we have filed with theU.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. We provide information to you about this offering of our securities in two separate documents that are bound together: (1) thisprospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectusdated June 30, 2025, which provides general information, some of which may not apply to this offering. Generally, when we referto this “prospectus supplement,” we are referring to both documents combined. If information in this prospectus supplement isinconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. To the extent there is aconflict between the information contained in this prospectus supplement, on the one hand, and the information contained in anydocument incorporated by reference in this prospectus supplement, on the other hand, you should rely on the information in this We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained in thisprospectus supplement, the accompanying base prospectus and any free writing prospectus. We are not, and the underwriters arenot, making an offer to sell or soliciting any offer to buy these securities in any jurisdiction where the offer or sa