Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0000899140-25-000470)

Filing Details

Accession Number:: 0000899140-25-000470
Form Type:: 13D Filing
Publication Date:: 2025-03-25 20:00:00

Filed By:: Third Point
Company:: Flyexclusive Inc.
Filing Date:: 2025-03-26
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Third Point LLC	0	1,389,499	0	1,389,499	1,389,499	6.8%
Loeb, Daniel S.	0	1,389,499	0	1,389,499	1,389,499	6.8%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

flyExclusive, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

343928107

(CUSIP Number)

Jana Tsilman
Third Point LLC, 55 Hudson Yards
New York, NY, 10001
(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

343928107

Name of reporting person

Third Point LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,389,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,389,499.00

Aggregate amount beneficially owned by each reporting person

1,389,499.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of flyExclusive, Inc. (the "Issuer") beneficially owned by the Reporting Persons as set forth in Row 11 (such shares, the "Shares") consists of 1,022,000 shares of Class A Common Stock and 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer. Calculations of the percentage set forth in Row 13 are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the sum of (i) 20,199,586 shares of Class A Common Stock outstanding as of March 14, 2025, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission on March 24, 2025 (the "10-K"), and (ii) the 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer, as further described in the 10-K.

SCHEDULE 13D

CUSIP No.

343928107

Name of reporting person

Loeb, Daniel S.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,389,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,389,499.00

Aggregate amount beneficially owned by each reporting person

1,389,499.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

6.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share

(b)

Name of Issuer:

flyExclusive, Inc.

(c)

Address of Issuer's Principal Executive Offices:

2860 Jetport Road, Kinston, NORTH CAROLINA , 28504.

Item 1 Comment:

This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to the Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock") of flyExclusive, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed by the undersigned reporting persons (the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2024 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). Capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 is being filed to reflect changes in the number of outstanding shares of the Issuer's Class A Common Stock as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 24, 2025 (the "10-K").

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following: The information contained in Item 5 of Amendment No. 1 is incorporated by reference herein, as applicable.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is hereby amended to reflect the following: As of the date of this Amendment No. 1, the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,389,499 shares of Class A Common Stock (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer) held directly by the Funds (such shares, the "Shares"). The Shares represent approximately 6.76% of the Class A Common Stock outstanding. Calculations of the percentage of Class A Common Stock beneficially owned are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the sum of (i) 20,199,586 shares of Class A Common Stock outstanding as of March 14, 2025, as reported by the Issuer in the 10-K, and (ii) the 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer, as further described in the 10-K.

(c)

Item 5(c) of the Schedule 13D is hereby amended to reflect the following: Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the shares of Class A Common Stock during the past sixty days, inclusive of any transactions effected through 4:30 p.m., New York City time, on March 26, 2025.

(e)

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Third Point LLC

Signature:	s/ Jana Tsilman
Name/Title:	Jana Tsilman, Attorney-in-Fact
Date:	03/26/2025

Loeb, Daniel S.

Signature:	/s/ Jana Tsilman
Name/Title:	Jana Tsilman, Attorney-in-Fact
Date:	03/26/2025

Comments accompanying signature:

The Power of Attorney granted by Third Point LLC and Daniel S. Loeb in favor of Jana Tsilman and Joshua L. Targoff, dated February 9, 2024, which was previously filed with the SEC on February 13, 2024 as Exhibit 99.2 to the Schedule 13G/A filed by Third Point LLC and Daniel S. Loeb with respect to Global Blue Group Holding AG, is incorporated herein by reference.