flyExclusive (FLYX) withdraws amendment adding 4,113,500 resale shares

Rhea-AI Filing Summary

flyExclusive, Inc. is asking the SEC to withdraw Post-Effective Amendment No. 3 to its resale registration statement, which originally registered 10,102,000 shares of Class A common stock for resale. The withdrawn amendment would have increased this by 4,113,500 additional shares, but the company states that including these additional shares is not compliant with Rule 413. flyExclusive explains that none of the additional shares have been or will be resold under the existing registration and plans to file a new Amendment No. 3 that excludes them. The company also asks that the fees already paid for the withdrawn amendment be credited toward future registration statements under Rule 457(p).

September 16, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: flyExclusive, Inc.

Request to Withdraw Post-Effective Amendment No. 3 to Registration Statement to Form S-1 on Form S-3 (AW)

SEC File Number: 333-282855

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), flyExclusive, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of its Amendment No. 3 to Registration Statement to Form S-1 on Form S-3 (File No. 333-282855), which was filed with the Commission on August 26, 2025, along with exhibits (the “Amendment”).

The Amendment aimed to amend the Company’s Registration Statement to Form S-1 on Form S-3 (File No. 333-282855) (the “Registration Statement”), which was initially filed on October 28, 2024, as amended on November 26, 2024, April 10, 2025, and May 8, 2025. The Registration Statement is still under review by the Commission.

The Registration Statement as initially filed registered for resale an aggregate of 10,102,000 shares of the Company’s Class A common stock (the “Initial Shares”). The Amendment increased this amount by an additional 4,113,500 shares of Class a common stock (the “Additional Shares”). The Registrant is applying to withdraw the Amendment because the inclusion of the Additional Shares is non-compliant with Rule 413. None of the Additional Shares have been or will be re-sold pursuant to the Registration Statement or the prospectus contained therein. To that end, the Registrant intends to file a new Amendment No. 3 that does not include the Additional Shares.

The Registrant believes that withdrawal of the Amendment is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.

It is our understanding that this application for withdrawal of the Amendment will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days

after such date, the Registrant receives notice from the Commission that this application will not be granted.

The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing the Amendment. However, the Registrant respectfully requests, in accordance with Rule 457(p) under the Act that all fees paid to the Commission in connection with the filing of the Amendment be credited to the Registrant’s account to be offset against the filing fee for any future registration statement or registration statements.

The Registrant hereby respectfully requests that the Commission consent to the withdrawal of the Amendment. If granted, please forward a copy of the consent to withdrawal of the Amendment to the undersigned at 2860 Jetport Road, Kinston, North Carolina 28504, with a copy to the Registrant’s counsel, Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300, Raleigh, North Carolina 27607, Attention: Alexander Donaldson.

If the Commission has any questions or requires any additional information, please contact Mr. Donaldson, telephone number (919) 865-2834, e-mail adonaldson@wyrick.com.

We thank you in advance for your assistance with this matter.

Respectfully,

flyExclusive, Inc.

By: /s/ Thomas James Segrave, Jr.

Thomas James Segrave, Jr.

Chief Executive Officer

FAQ

What action did flyExclusive (FLYX) take in this SEC filing?

flyExclusive, Inc. requested that the SEC consent to the withdrawal of Post-Effective Amendment No. 3 to its Registration Statement on Form S-1 on Form S-3 for resale of its Class A common stock.

How many flyExclusive (FLYX) shares were originally registered for resale?

The Registration Statement initially registered for resale an aggregate of 10,102,000 shares of flyExclusive’s Class A common stock.

How many additional flyExclusive (FLYX) shares were included in the withdrawn amendment?

The withdrawn Amendment No. 3 would have added 4,113,500 additional shares of Class A common stock for resale.

Why is flyExclusive (FLYX) withdrawing Amendment No. 3?

flyExclusive states that the inclusion of the 4,113,500 additional shares is non-compliant with Rule 413 under the Securities Act, so it is applying to withdraw the amendment.

Have any of the additional flyExclusive (FLYX) shares been resold under the registration?

The company states that none of the additional 4,113,500 shares have been or will be resold under the Registration Statement or the related prospectus.

What are flyExclusive’s (FLYX) plans after withdrawing the amendment?

flyExclusive intends to file a new Amendment No. 3 that does not include the 4,113,500 additional shares.

What does flyExclusive (FLYX) request regarding SEC filing fees?

The company acknowledges no refund will be made but requests under Rule 457(p) that fees paid for the withdrawn amendment be credited to offset fees for future registration statements.