flyExclusive (NASDAQ: FLYX) pulls amendment adding 4.1M resale shares

Rhea-AI Filing Summary

flyExclusive, Inc. has asked the SEC to withdraw Amendment No. 3 to its registration statement that would have increased the number of Class A common shares registered for resale. The original registration statement covers 10,102,000 shares of Class A common stock for resale, and the withdrawn amendment had sought to add 4,113,500 additional shares. The company states it is withdrawing the amendment because including these additional shares is non-compliant with Rule 413 and confirms that none of the additional shares have been or will be resold under the existing registration. flyExclusive plans to file a new amendment that excludes the additional shares and requests that filing fees for the withdrawn amendment be credited toward future registrations under Rule 457(p).

September 15, 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 (RW)

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 request?

flyExclusive, Inc. requested that the SEC consent to the withdrawal of Amendment No. 3 to its registration statement, which had been filed to modify an existing resale registration of its Class A common stock.

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

The registration statement initially filed by flyExclusive registered for resale an aggregate of 10,102,000 shares of the company’s Class A common stock.

How many additional flyExclusive (FLYX) shares were in the withdrawn amendment?

The withdrawn Amendment No. 3 would have increased the registered amount by an additional 4,113,500 shares of Class A common stock, referred to as the “Additional Shares.”

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, and cites this as the reason for requesting withdrawal.

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

The company states that none of the 4,113,500 Additional Shares have been or will be resold under the existing registration statement or the prospectus contained in it.

What does flyExclusive (FLYX) plan to do after withdrawing the amendment?

flyExclusive intends to file a new Amendment No. 3 to its registration statement that does not include the 4,113,500 Additional Shares.

What happens to the SEC filing fees for the withdrawn flyExclusive (FLYX) amendment?

The company acknowledges that no refund will be made but requests under Rule 457(p) that all fees paid for the withdrawn amendment be credited to its account to offset filing fees for future registration statements.