EG ACQUISITION CORP.
375 Park Avenue, 24th Floor
New York, NY 10152
PROXY
STATEMENT SUPPLEMENT
December 14, 2023
TO THE STOCKHOLDERS OF EG ACQUISITION CORP.:
This is a
supplement (this Supplement) to the proxy statement of EG Acquisition Corp. (the Company, or our), dated December 7, 2023 (the Proxy Statement), that was sent to you in
connection with the Companys annual meeting to be held on December 22, 2023 (the Annual Meeting), to consider and vote upon a proposal, among others, to give the Company the right to extend the date by which the Company
must (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a business combination), (b) cease its operations except for the
purpose of winding up if it fails to complete such business combination, and (c) redeem all of the Companys Class A common stock included as part of the units sold in the Companys initial public offering that was consummated on
May 28, 2021, up to three times, initially from December 28, 2023 to January 28, 2024, and thereafter for additional one month periods commencing on January 28, 2024 through and until March 28, 2024 (or such earlier date
after December 28, 2023 as determined by the Companys board of directors.
The purpose of this Supplement is to supplement the disclosure in
the Proxy Statement by (a) updating the Investment Company Act disclosure, including risks relating thereto (b) elaborating on the ownership of EG Sponsor LLC, a Delaware limited liability company (Sponsor), (c)
clarifying how shareholders can redeem their shares in connection with the Annual Meeting and (d) stating that if the Proposed Business Combination is approved and all closing conditions are satisfied before December 22, 2023 the Annual
Meeting will be cancelled. There are no changes to the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. Except as supplemented by the information contained in this Supplement, all information set forth in
the Proxy Statement continues to apply and should be considered in voting your shares. This Supplement should be read in conjunction with the Proxy Statement. Capitalized terms used but not defined in this Supplement have the meanings set forth in
the Proxy Statement.
Before you vote, you should read the Proxy Statement and other documents that the Company has filed with the Securities and Exchange
Commission (the SEC), together with this Supplement, for more complete information about the Company. If you need additional copies of this Supplement, the Proxy Statement, or the proxy card you should contact Morrow Sodali, the
Companys proxy solicitor, by calling toll-free (800) 662-5200, or banks and brokers may call at (203) 658-9400, or by emailing EGGF.info@investor.morrowsodali.com.
You may also obtain a free copy of this Supplement, the Proxy Statement and other documents containing information about the Company and the Business
Combination, without charge, at the SECs website at www.sec.gov.
All our stockholders are cordially invited to attend the Annual Meeting virtually.
To ensure your representation at the Annual Meeting, however, you are urged to complete, sign, date and return the proxy card that was enclosed with the Proxy Statement previously mailed to you as soon as possible.
If you are a stockholder of record and you have already provided a proxy, your shares will be voted in accordance with your instructions at the Annual
Meeting, unless you affirmatively change your proxy as described in the Proxy Statement. If you have not yet provided a proxy, you are urged to complete, sign, date and return the proxy card that was enclosed with the Proxy Statement previously
mailed to you as soon as possible.
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