flyExclusive Inc-A美股招股说明书(2026-02-10版)

We have entered into a sales agreement with Lucid Capital Markets, LLC (the “Agent”), relating to the sale of shares of our ClassA Common Stock, $0.0001 par value per share, offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the sales agreement, under this prospectus supplement we may offer and sell shares of our Class ACommon Stock having an aggregate offering price of up to $6,917,931 from time to time through the Agent. Our Class A Common Stock is listed on The NYSE American LLC (“NYSE American”) under the symbol “FLYX.” On February9, 2026, the last reported sale price of our Class A Common Stock on the NYSE American was $3.10 per share. The aggregatemarket value of our outstanding Class A Common Stock held by non-affiliates as of the date of this prospectus supplement is$65,753,792, based on 9,094,577 shares of outstanding Class A Common Stock held by non-affiliates, and a per share price of$7.23, the closing sale price of our Class A Common Stock on January 8, 2026 (a date within 60 days of the date hereof). Pursuantto General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which thisprospectus supplement is a part in a public primary offering with a value exceeding more than one-third of our public float in any12-month period if our public float, measured in accordance with such instruction, remains below $75.0 million. As of the datehereof, we have sold an aggregate of $15.0 million of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12calendar months prior to and including the date of this prospectus supplement. After giving effect to our January 2026 registered underwritten offering of Class A Common Stock (gross proceeds of $15.0million), our remaining capacity under General Instruction I.B.6 is $6,917,931, based on a public float of $65,753,792 measured onJanuary 8, 2026. Sales of our Class A Common Stock, if any, under this prospectus supplement will be made by any method permitted that isdeemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the SecuritiesAct. The Agent is not required to sell any specific amount, but will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices on mutually agreed terms between the Agent and us. There is no arrangementfor funds to be received in any escrow, trust or similar arrangement. Under the terms of the sales agreement, we also may sell shares to the Agent as principal for its own accounts. If we sell shares tothe Agent as principal, we will enter into a separate terms agreement with the Agent setting forth the terms of such transaction. The Agent will be entitled to compensation equal to 2.5% of the gross sales price of the shares of our Class A Common Stock soldby them pursuant to the sales agreement. See “Plan of Distribution” beginning on page S-14 for additional information regardingthe compensation to be paid to the Agent. In connection with the sale of the Class A Common Stock on our behalf, the Agent maybe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution tothe Agent with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning onpage S-14 regarding the compensation to be paid to the Agent. 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”beginning on page S-10 of this prospectus supplement and the risk factors incorporated by reference into this prospectussupplement and the accompanying prospectus. 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. Lucid Capital Markets Prospectus Supplement dated February 10, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1THE COMPANY3RISK FACTORS7USE OF PROCEEDS7PLAN OF DISTRIBUTION7DESCRIPTION OF OUR CAPITAL STOCK9D