EGHA 10-Q
EGH Acquisition Corp. (EGHA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer |
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(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange |
The | ||||
The | ||||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 12, 2026, there were
EGH ACQUISITION CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on March 20, 2026; |
| ● | “2025 Second Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 8, 2025; |
| ● | “2026 First Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the SEC on May 15, 2026; |
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated May 12, 2025, which we entered into with Energy Growth Holdings LLC, the managing member of the managing member of our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “CCM” are to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a representative of the Underwriters (as defined below); |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Closing” are to the closing of the Hecate Business Combination (as defined below); |
| ● | “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to May 12, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to EGH Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and rights agent of our Rights (as defined below); |
| ● | “Deferred Fee” are to the additional aggregate fee of $6,000,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
ii
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Hecate” are to Hecate Energy Group, LLC, a Delaware limited liability company; |
| ● | “Hecate Parties” are to Hecate and Parent (as defined below), together; |
| ● | “Hecate Business Combination” are to the transactions contemplated by the Hecate BCA (as defined below), collectively; |
| ● | “Hecate BCA” are to the Business Combination Agreement, dated January 21, 2026, which we entered into with the Hecate Parties, as may be amended, supplemented or otherwise modified from time to time; |
| ● | “Hecate Registration Statement” are to the Registration Statement on Form S-4, which includes a proxy statement/prospectus, in connection with the Hecate Business Combination, to be filed by our Company and Hecate with the SEC; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 12, 2025; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 9, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on April 16, 2025, as amended, and declared effective on May 8, 2025 (File No. 333-286583); |
| ● | “Letter Agreement” are to the Letter Agreement, dated May 12, 2025, which we entered into with our Sponsor and our directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which expired unexercised; |
| ● | “Parent” are to Hecate Holdings, LLC, a Delaware limited liability company; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
iii
| ● | “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor and the Representatives (as defined below) in the Private Placement; |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor and the Representatives in the Private Placement; |
| ● | “Private Placement Units” are to the units purchased by our Sponsor and the Representatives in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated May 12, 2025, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated May 12, 2025, which we entered into with the Representatives, together; |
| ● | “Public Rights” are to the rights included as part of the Public Units (as defined below), which grant the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Business Combination; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Initial Shareholder’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one-tenth of one Public Right; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated May 12, 2025, which we entered into with the Sponsor and the other holders party thereto; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| ● | “Representatives” are to Seaport (as defined below) and CCM, together; |
| ● | “Rights” are to the Private Placement Rights and the Public Rights, together; |
| ● | “Seaport” are to Seaport Global Securities LLC, a representative of the Underwriters; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to EGH Sponsor LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $150,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Trust Agreement” are to the Investment Management Trust Agreement, dated May 12, 2025, which we entered into with Continental, as trustee of the Trust Account; |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; |
iv
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated May 12, 2025, which we entered into with the Representatives, as the representatives of the Underwriters; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. |
v
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
EGH ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| June 30, 2026 | | December 31, 2025 | |||
(Unaudited) | ||||||
ASSETS | ||||||
Current Assets | ||||||
Cash | $ | | $ | | ||
| — | |||||
Prepaid expenses | | | ||||
Total current assets | | | ||||
Long-term prepaid insurance | — | | ||||
Marketable securities held in Trust Account | | | ||||
TOTAL ASSETS | $ | | $ | | ||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
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Current Liabilities |
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Accrued expenses | $ | | $ | | ||
Accrued offering costs |
| — |
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— | | |||||
Total current liabilities | | | ||||
Deferred Fee payable | | | ||||
TOTAL LIABILITIES |
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CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
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Class A Ordinary Shares subject to possible redemption | | | ||||
SHAREHOLDERS’ DEFICIT |
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Preference shares, $ |
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Class A Ordinary Shares, $ |
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Class B Ordinary Shares, $ |
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Additional paid-in capital |
| — |
| — | ||
Accumulated deficit |
| ( |
| ( | ||
TOTAL SHAREHOLDERS’ DEFICIT |
| ( |
| ( | ||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the | ||||||||||||
Period from | ||||||||||||
For The Three | For The Three | For the Six | January 9, 2025 | |||||||||
Months | Months | Months | (inception) | |||||||||
Ended | Ended | Ended | through | |||||||||
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 | |||||
General and administrative costs(1) | | $ | | | $ | | $ | | | $ | | |
Loss from operations | ( |
| ( | ( |
| ( | ||||||
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Other income: |
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Gain on expiration of Over-Allotment Option liability | — | | — | | ||||||||
Interest earned on marketable securities held in Trust Account | | | | | ||||||||
Other income | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
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Weighted average shares outstanding of Class A Ordinary Shares, basic and diluted | |
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| | ||||||
Basic and diluted net income per Class A Ordinary Share | $ | $ | | $ | | $ | | |||||
Weighted average shares outstanding of Class B Ordinary Shares, basic and diluted(2) | | | | | ||||||||
Basic and diluted net income Class B Ordinary Share | $ | $ | | $ | | $ | | |||||
| (1) |
| (2) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
| Class A | | Class B | | Additional | | | | Total | ||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | |||||
Balance — January 1, 2026 |
| | $ | |
| | $ | | $ | — | $ | ( | $ | ( | |||||
| |||||||||||||||||||
Accretion of Class A Ordinary Shares subject to possible redemption amount |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Net income |
| — |
| — |
| — |
| — |
| — |
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Balance — March 31, 2026 |
| | |
| | | — | ( | ( | ||||||||||
Accretion of Class A Ordinary Shares subject to possible redemption amount |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Net income |
| — |
| — |
| — |
| — |
| — |
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Balance — June 30, 2026 |
| | $ | |
| | $ | | $ | — | $ | ( | $ | ( | |||||
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| Class A | | Class B | | Additional | | | Total | |||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | |||||||
Balance — January 9, 2025 (inception) |
| | $ | |
| | $ | | $ | | $ | | $ | | |||||
Issuance of Class B Ordinary Shares to Sponsor |
| — |
| — |
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| |
| — |
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Net loss |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance - March 31, 2025 | — | — | | | | ( | ( | ||||||||||||
Sale of | | | — | — | | — | | ||||||||||||
Fair value of Public Rights | — | — | — | — | | — | | ||||||||||||
Allocated value of transaction costs to Class A Ordinary Shares | — | — | — | — | ( | — | ( | ||||||||||||
Forfeiture of Founder Shares | — | — | ( | ( | | — | — | ||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | — | — | — | — | ( | ( | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance - June 30, 2025 |
| | $ | |
| | $ | | $ | — | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Period | ||||||
from | ||||||
For the | January 9, 2025 | |||||
Six Months | (inception) | |||||
Ended | through | |||||
| June 30, 2026 | | June 30, 2025 | |||
Cash Flows from Operating Activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash used in operating activities: |
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Operational expenses paid by Sponsor in exchange for issuance of Class B Ordinary Shares |
| — |
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Payment of operating costs through IPO Promissory Note |
| — |
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Interest earned on marketable securities held in Trust Account | ( | ( | ||||
Gain on expiration of Over-Allotment Option liability | — | ( | ||||
Changes in operating assets and liabilities: |
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|
|
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Prepaid expenses | ( | ( | ||||
Due from Sponsor | ( | | ||||
Long-term prepaid insurance | | ( | ||||
Accrued expenses |
| |
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Net cash used in operating activities |
| ( |
| ( | ||
Cash Flows from Investing Activities: | ||||||
Investment of cash into Trust Account | — | ( | ||||
Net cash used in investing activities | — | ( | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of Public Units, net of underwriting discounts paid | — | | ||||
Proceeds from sale of Private Placement Units | — | | ||||
Repayment of IPO Promissory Note - related party | — | ( | ||||
Payment of offering costs | — | ( | ||||
Net cash (used in) provided by financing activities | — | | ||||
Net Change in Cash |
| ( |
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Cash – Beginning of period |
| |
| — | ||
Cash – End of period | $ | | $ | | ||
Noncash investing and financing activities: |
| |
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Offering costs included in accrued offering costs | $ | — | $ | | ||
Deferred offering costs paid through IPO Promissory Note | $ | — | $ | | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | $ | — | $ | | ||
Deferred Fee payable | $ | — | $ | | ||
Forfeiture of Founder Shares | $ | — | $ | | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
EGH Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 9, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On January 21, 2026, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Hecate BCA”), with (i) Hecate Energy Group, LLC, a Delaware limited liability company (“Hecate”), and Hecate Holdings LLC, a Delaware limited liability company (“Parent”, and together with Hecate, the “Hecate Parties”). The transactions contemplated by the Hecate BCA (collectively, the “Hecate Business Combination”) were unanimously approved by the Company’s board of directors (the “Board”) and the board of managers of each Hecate Party. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from January 9, 2025 (inception) through June 30, 2026, relates to the Company’s formation and its Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is EGH Sponsor LLC (the “Sponsor”).
The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2025 (File No. 333-286583), was declared effective on May 8, 2025 (as amended, the “IPO Registration Statement”). On May 12, 2025, the Company consummated the initial public offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
5
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least
Upon the closing of the Initial Public Offering on May 12, 2025, the amount of $
The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The per-share amount in the Trust Account as of June 30, 2026 and December 31, 2025, was $
The Public Shares subject to possible redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”.
The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $
6
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated May 12, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Liquidity, Capital Resources and Going Concern
The Company’s liquidity needs through May 12, 2025 were satisfied through (i) a contribution of $
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company intends to repay such Working Capital Loans at that time. Up to $
7
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of the accompanying unaudited condensed financial statements if a Business Combination is not consummated.
The accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” the Company currently has until May 12, 2027 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 12, 2027. Management intends to complete a Business Combination prior to the mandatory liquidation date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the (i) IPO Registration Statement and (ii) the Company’s Annual Report on Form 10-K, as filed with the SEC on March 20, 2026 (the “2025 Annual Report”). The interim results for the three and six months ended June 30, 2026, for the three months ended June 30, 2025 and for the period from January 9, 2025 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company that is neither (i) an emerging growth company nor (ii) an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $
Marketable Securities Held in the Trust Account
The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
9
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs - SEC Materials,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity. Offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ deficit. After Management’s evaluation, the Public Rights included in the Public Units were accounted for under equity treatment.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote to modify (i) the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem
Gross proceeds | | $ | |
Less: |
| | |
Proceeds allocated to Public Rights |
| ( | |
Proceeds allocated to Over-Allotment Option liability |
| ( | |
Public Shares issuance costs |
| ( | |
Plus: | |||
Accretion of carrying value to redemption value | | ||
Class A Ordinary Shares subject to possible redemption, December 31, 2025 | | ||
Plus: |
| | |
Accretion of carrying value to redemption value |
| | |
Class A Ordinary Shares subject to possible redemption, March 31, 2026 | | ||
Plus: |
| | |
Accretion of carrying value to redemption value |
| | |
Class A Ordinary Shares subject to possible redemption, June 30, 2026 | $ | |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to its short-term nature.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the accompanying condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the financial instrument could be required within 12 months of the accompanying condensed balance sheets date. The Over-Allotment Option (as defined below) is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), since the Underwriters did not fully exercise their Over-Allotment Option at the closing of the Initial Public Offering. On June 26, 2025, the Over-Allotment Option expired unexercised and the change in the fair value of the liability was recognized in the accompanying unaudited condensed statements of operations.
Rights
The Company accounts for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values.
Net Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the Ordinary Shares (as defined in Note 5). Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
11
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The calculation of diluted income per Ordinary Share does not consider the effect of the Rights issued in connection with the Initial Public Offering and the Private Placement, since their exercise is contingent upon future events. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share. The redemption feature for the Ordinary Shares equals fair value, and therefore does not create a different class of Ordinary Shares or require an adjustment to the earnings per Ordinary Shares calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the Ordinary Shares could be sold on the open market.
The following table reflects the calculation of basic and diluted net income per Ordinary Share:
| | | | For the Period from | ||||||||||||||||||||
| For the Three Months | | For the Three Months | | For the Six Months | January 9, 2025 | ||||||||||||||||||
Ended | Ended | Ended | (inception) through | |||||||||||||||||||||
June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
Class A | | Class B | Class A | | Class B | Class A | | Class B | | Class A | | Class B | ||||||||||||
| Ordinary | | Ordinary | | Ordinary | | Ordinary | | Ordinary | | Ordinary | | Ordinary | | Ordinary | |||||||||
| Shares | | Shares | | Shares | | Shares | | Shares | | Shares | | Shares | | Shares | |||||||||
Basic and diluted net income per Ordinary Share | ||||||||||||||||||||||||
Numerator: |
| | |
| | |
| | | | | |||||||||||||
Allocation of net income | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Denominator: |
| |
| |
| |
| |
| |
| |
| |
| |||||||||
Basic and diluted weighted average Ordinary Shares outstanding |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
Basic and diluted net income per Ordinary Share | $ | $ | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||
Recent Accounting Standards
Management does not believe that there are any recently issued, but not effective, accounting standards, which if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
In the Initial Public Offering on May 12, 2025, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Representatives purchased an aggregate of
12
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On January 9, 2025, the Sponsor made a capital contribution of $
On April 8, 2025, the Sponsor granted membership interests equivalent to an aggregate of
The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the
The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to certain restrictions on their transfer, redemption and voting rights for the Founder Shares (see Note 1); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a
13
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Pursuant to the Letter Agreement, holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s holders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $
In addition to the above, concurrently with the execution of the Hecate BCA, the Sponsor and the Representatives (collectively, the “Insiders”) entered into a Sponsor Lock-up and Support Agreement (the “Sponsor Lock-up and Support Agreement”), pursuant to which, among other things, each Insider agreed (i) to vote its Class A Ordinary Shares or Class B Ordinary Shares in favor of the Hecate Business Combination at the EGH Shareholders Meeting (as defined in the Hecate BCA) called to vote on such matters and (ii) not to transfer its Class B Ordinary Shares (or the EGH Class A Common Stock (as defined in the Hecate BCA) issuable in exchange for such Class B Ordinary Shares pursuant to the Hecate BCA) prior to
IPO Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate of up to $
Due to Sponsor
For the three and six months ended June 30, 2026, the Sponsor incurred $
Administrative Services Agreement
The Company entered into an agreement with the managing member of the managing member of the Sponsor, dated May 12, 2025, to pay an aggregate of $
14
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company intends to repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account will be used to repay the Working Capital Loans. Up to $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Legal Fees
As of June 30, 2026, the Company had accrued $
Contingent Fees
In April 2025, June 2025 and August 2025, the Sponsor entered into agreements with an officer and service providers. Pursuant to such agreements, in the event the Company successfully completes an initial Business Combination, the Sponsor may, in its sole discretion, grant a bonus in the amount the Sponsor will set in its sole discretion. Pursuant to the service providers’ agreements, in the event the Company successfully completes an initial Business Combination, the Company will pay the service providers a $
Registration Rights Agreement
The holders of the (i) Founder Shares, (ii) Private Placement Units (and their component securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination by the holders of the Founder Shares prior to the Initial Public Offering, are entitled to registration rights pursuant to the Registration Rights Agreement, dated May 12, 2025. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. The Representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement.
15
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
In addition, the Representatives may participate in a piggyback registration only during the seven-year period beginning on the effective date of IPO Registration Statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Underwriters had a
The Underwriters were entitled to a cash underwriting discount of
Additionally, the Underwriters are entitled to a deferred underwriting fee of
Consulting and Share Transfer Agreements
On August 28, 2025, the Company entered into a consulting agreement with an independent contractor (the “Consultant”) to perform certain consulting services for the Company related to a specific Business Combination target (the “Consulting Agreement”). Additionally on August 28, 2025, EGH Management LLC, the sole managing member of the Sponsor, entered into a Share Transfer Agreement with the Consultant (the “Share Transfer Agreement”). Pursuant to the Share Transfer Agreement, EGH Management LLC granted a membership interest equivalent to
Business Combination Agreement
On January 21, 2026, the Company entered into the Hecate BCA with the Hecate Parties. The transactions contemplated by the Hecate Business Combination were unanimously approved by the Board of Directors and the board of managers of each Hecate Party. The Hecate BCA provides for, among other things, the following transactions:
| (i) | At least |
| (ii) | at least one day prior to the date of Closing, the Company shall cause (i) each of the Class B Ordinary Shares that is issued and outstanding to be converted into |
16
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
| (iii) | subject to prior receipt of the requisite approval of the Company’s shareholders as contemplated in the Hecate BCA, the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication: (i) the Company shall file a certificate of incorporation with the Secretary of State of the State of Delaware in the form attached to the Hecate BCA as Exhibit D, which shall be its certificate of incorporation until thereafter amended in accordance with the Delaware General Corporation Law (“DGCL”); (ii) the Company shall adopt bylaws in the form attached to the Hecate BCA as Exhibit E, which shall be its bylaws until thereafter amended in accordance with the DGCL; (iii) each Class A Ordinary Share that is issued and outstanding shall become |
| (iv) | at Closing, the Company shall contribute to Hecate all of its assets (excluding the aggregate amount of cash proceeds required to satisfy any redemptions by shareholders of the Company) and in exchange therefor, Hecate shall issue to the Company a number of Hecate Units (as defined in the Hecate BCA), which shall equal the number of total shares of EGH Class A Common Stock issued and outstanding immediately after the Closing (the “EGH Contribution”), and (B) the membership interests in Hecate held by Parent immediately prior to the Closing shall convert into the Parent Hecate Units (as defined in the Hecate BCA); |
| (v) | Hecate will subscribe for a number of shares of the Company’s newly issued Class V common stock, par value $ |
| (vi) | The number of Parent Hecate Units to be issued in the EGH Contribution will equal that number of Hecate Units with a value (valuing each Hecate Unit for such purposes as having a value equal to the EGH Redemption Price) equal to $ |
On March 5, 2026, the Company was added as a defendant in a declaratory judgment claim asserted in on-going litigation with a lender of Parent. The suit is styled NEC Fund VI HE Lender, LLC, NEC Fund VI HE Lender (Offshore), LLC, and NEC Fund VI HE Lender (Signature), LLC, Plaintiffs, v. Hecate Holdings LLC, Hecate Energy Group LLC, Repsol Renewables North America, Inc. and EGH Acquisition Corp, Defendants, in the Court of Chancery of the State of Delaware. The NEC parties allege that Parent did not have the authority to enter into the Hecate BCA and purport to ask the court to rescind any part of the Hecate BCA that affects the NEC parties’ alleged collateral under their loan agreement with Parent. The Company does not believe that it is proper parties to this suit and have moved to dismiss the claim against it.
Hecate has commenced the Public Company Accounting Oversight Board (PCAOB) audit of Hecate’s financial statements; however, it is uncertain when that audit will be completed, which is a condition to Closing. As a result, the Closing has been delayed, which the Company does not anticipate occurring any time earlier than the fourth quarter of 2026. To the extent the parties are unable to timely settle the dispute, the Closing may be further delayed or may not occur at all.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue a total of
17
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Class A Ordinary Shares
The Company is authorized to issue a total of
Class B Ordinary Shares
The Company is authorized to issue a total of
The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a
Holders of the Ordinary Shares are entitled to
18
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Rights
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. The Company will not issue fractional Class A Ordinary Shares in connection with an exchange of Rights. Fractional Class A Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, a Rights holder must hold Rights in multiples of 10 in order to receive Class A Ordinary Shares for all of their Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | June 30, | | December 31, | ||||
Description | Level | 2026 | 2025 | |||||
Assets: |
| |
| |
| | ||
Marketable securities held in Trust Account |
| 1 | $ | | $ | | ||
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The Over-Allotment Option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the accompanying condensed balance sheets.
19
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The Over-Allotment Option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented with a gain on expiration of Over-Allotment Option liability in the accompanying unaudited condensed statements of operations.
Fair value as of January 1, 2025 | | $ | — |
Initial Fair Value at January 9, 2025 |
| | |
Fair value as of March 31, 2025 |
| | |
Forfeiture of Class B Ordinary Shares due to expiration of Over-allotment option on June 26,2025 |
| ( | |
Fair value as of June 30, 2025 | $ | — |
The Company used a Black-Scholes model to value the Over-Allotment Option. The Over-Allotment Option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its Ordinary Shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the Over-Allotment Option is assumed to be equivalent to their remaining contractual term. On June 26, 2025, the Over-Allotment Option expired unexercised and the change in the fair value of the liability was recognized in the accompanying unaudited condensed statements of operations. The fair value of the Over-Allotment Option was determined to be $
NOTE 9. SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. “Operating segments” are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by a company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the accompanying unaudited condensed statements of operations as net income, which is considered the segment measure of profit and loss. The measure of segment assets is total assets as reported on the accompanying condensed balance sheets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:
| June 30, | | December 31, | |||
2026 |
| 2025 | ||||
Marketable securities held in Trust Account | $ | | $ | | ||
Cash | $ | | $ | | ||
| | | For the Period | |||||||||
from January 9, | ||||||||||||
For the Three | For the Three | For the Six | 2025 (inception) | |||||||||
Months Ended | Months Ended | Months Ended | through | |||||||||
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 | |||||
General and administrative costs | $ | | $ | | $ | | $ | | ||||
Interest earned on marketable securities held in Trust Account | $ | | $ | | $ | | $ | | ||||
20
EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete the Initial Public Offering and eventually a Business Combination. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Additionally, the CODM reviews the Trust Account to ensure the funds are properly invested so that the maximum amount of funds exist to complete a Business Combination and maximize shareholder return. General and administrative costs, as reported on the accompanying unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company incorporated in the Cayman Islands on January 9, 2025 for the purpose of effecting a Business Combination. Our Sponsor is EGH Sponsor LLC.
We are an early-stage and emerging growth company and, as such, we are subject to all of the risks associated with early-stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination, including the Hecate Business Combination, will be successful.
Our IPO Registration Statement became effective on May 8, 2025. On May 12, 2025, we consummated our Initial Public Offering of 15,000,000 Public Units. Each Public Unit consists of one Public Share and one Public Right, which grants the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of our initial Business Combination. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $150,000,000. The Underwriters had a 45-day option from the closing of the Initial Public Offering on May 12, 2025 to purchase up to an additional 2,250,000 units; however, on June 26, 2025, the Over-Allotment Option expired unexercised.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 500,000 Private Placement Units to our Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $5,000,000. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and the Representatives purchased 150,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
Following the closing of the Initial Public Offering and Private Placement, the amount of $150,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account, until the earlier of (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
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We have until May 12, 2027 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.
Hecate Business Combination
On January 21, 2026, we entered into the Hecate BCA with the Hecate Parties. The Hecate Business Combination was unanimously approved by our Board of Directors and the board of managers of each Hecate Party. The Hecate BCA provides for, among other things, the following transactions:
(i) | At least three business days prior to the date of Closing, we shall redeem each of our Public Shares from the Public Shareholders who shall have elected to redeem their Public Shares in connection with the Hecate Business Combination pursuant to our Amended and Restated Articles; |
(ii) | at least one day prior to the date of Closing, we shall cause (i) each of our Class B Ordinary Shares that is issued and outstanding to be converted into one Class A Ordinary Share, (ii) each issued and outstanding Public Unit to be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share, respectively, and (iii) up to $1,500,000 of any outstanding promissory notes issued in connection with any Working Capital Loans shall be converted, at the option of the payee, at a price of $10.00 per unit, into Private Placement Units, and each Private Placement Unit shall be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share; |
(iii) | subject to prior receipt of the requisite approval of our shareholders as contemplated in the Hecate BCA, we will change the jurisdiction of our incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware and, in connection with such domestication: (i) we shall file a certificate of incorporation with the Secretary of State of the State of Delaware in the form attached to the Hecate BCA as Exhibit D, which shall be our certificate of incorporation until thereafter amended in accordance with the DGCL (as defined in the Hecate BCA); (ii) we shall adopt bylaws in the form attached to the Hecate BCA as Exhibit E, which shall be our bylaws until thereafter amended in accordance with the DGCL (as defined in the Hecate BCA); (iii) each Class A Ordinary Share that is issued and outstanding shall become one share of EGH Class A Common Stock (as defined in the Hecate BCA); (iv) each outstanding Public Right will convert, in multiples of ten, into shares of EGH Class A Common Stock; and (v) our name shall be changed to a name chosen by Hecate in consultation with our Company; |
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(iv) | at Closing, we shall contribute to Hecate all of its assets (excluding the aggregate amount of cash proceeds required to satisfy any redemptions by shareholders of the Company and in exchange therefor, Hecate shall issue to us a number of Hecate Units (as defined in the Hecate BCA), which shall equal the number of total shares of EGH Class A Common Stock issued and outstanding immediately after the Closing, and (B) the membership interests in Hecate held by Parent immediately prior to the Closing shall convert into the Parent Hecate Units (as defined in the Hecate BCA); |
(v) | Hecate will subscribe for a number of shares of our newly issued Parent Class Shares (as defined in the Hecate BCA) equal to the number of Parent Hecate Units (as defined in the Hecate BCA) for $0.0001 per share and Hecate shall distribute the Parent Class V Shares to Parent; and |
(vi) | The number of Parent Hecate Units to be issued in the EGH Contribution (as defined in the Hecate BCA) will equal that number of Hecate Units with a value (valuing each Hecate Unit for such purposes as having a value equal to the EGH Redemption Price (as defined in the Hecate BCA)) equal to $1,200,000,000 less the amount, if any, of Hecate’s net indebtedness. |
For a full description of the Hecate BCA and the proposed Hecate Business Combination, please see Item 1. “Business” of the 2025 Annual Report, the Hecate BCA and the Hecate Registration Statement, once filed.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 9, 2025 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) pursuing the Hecate Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had net income of $87,400, which consisted of interest earned on marketable securities held in the Trust Account of $1,364,288, partially offset by general and administrative expense of $1,276,888.
For the three months ended June 30, 2025, we had a net income of $808,306, which consisted of the change in fair value of the Over-allotment Option liability of $159,084 and interest earned on marketable securities held in Trust Account of $834,274, offset by general and administrative costs of $185,052.
For the six months ended June 30, 2026, we had net income of $1,112,730, which consisted of interest earned on marketable securities held in the Trust Account of $2,713,663, partially offset by general and administrative expense of $1,600,933.
For the period from January 9, 2025 (inception) through June 30, 2025, we had a net income of $758,164, which consisted of the change in fair value of the Over-Allotment Option liability of $159,084 and interest earned on marketable securities held in Trust Account of $834,274, offset by general and administrative costs of $235,194.
Liquidity, Capital Resources and Going Concern
Our liquidity needs through May 12, 2025 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan from the Sponsor pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds of the Private Placement held outside of the Trust Account.
Following the Initial Public Offering and the Private Placement, a total of $150,000,000 was placed in the Trust Account. The expiration of the Over-Allotment Option resulted in a reduction in the Over-Allotment Option liability of $159,084. We incurred fees of $9,567,513 in the Initial Public Offering, consisting of $3,000,000 of cash underwriting fee, the Deferred Fee of $6,000,000 and $567,513 of other offering costs.
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For the six months ended June 30, 2026, cash used in operating activities was $574,343. Net income of $1,112,730 was affected by interest earned on marketable securities held in the Trust Account of $2,713,663 and changes in operating assets and liabilities provided $1,026,499 of cash for operating activities.
For the period from January 9, 2025 (inception) through June 30, 2025, cash used in operating activities was $385,773. Net income of $758,164 was affected by interest earned on marketable securities held in the Trust Account of $834,274, operational expenses paid by the Sponsor in exchange for an issuance of Class B Ordinary Shares of $10,420, payment of operation costs through the IPO Promissory Note of $34,919, change in fair value of Over-Allotment Option liability of $159,084 and changes in operating assets and liabilities used $195,918 of cash for operating activities.
As of June 30, 2026, we had marketable securities held in the Trust Account of $156,581,499 FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” (including $6,581,499 of interest income) consisting of U treasury bills invested in money market funds with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of June 30, 2026, we had cash held outside of the Trust Account of $203,269. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Due to Sponsor
For the three and six months ended June 30, 2026, the Sponsor incurred $0 and $5,000, respectively, of expenses on our behalf (the “Amount Due”). For the three months ended June 30, 2025 and for the period from January 9, 2025 (inception) through June 30, 2025, $1,884 was incurred for such expenses. As of June 30, 2026 and December 31, 2025, $0 and $81 were included in due to Sponsor in the condensed balance sheets included in this Report under “Item 1. Financial Statements”, respectively. The Amount Due is due on demand.
IPO Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $108,352 was fully repaid upon the consummation of our Initial Public Offering on May 12, 2025. No additional borrowing is available under the IPO Promissory Note.
Working Capital Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of June 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.
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Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period (which currently ends on May 12, 2027), then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 12, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services Agreement
Commencing on May 8, 2025, and until the completion of our Business Combination or liquidation, we reimburse Energy Growth Holdings LLC, the managing member of the managing member of our Sponsor, $25,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, we incurred and paid $75,000 and $150,000 in fees for these services pursuant to the Administrative Services Agreement, respectively. For the three months ended June 30, 2025 and for the period from January 9, 2025 (inception) through June 30, 2025, the Company incurred and paid $50,000 and $50,000 in fees for these services pursuant to the Administrative Services Agreement, respectively.
Underwriting Agreement
We granted the Underwriters a 45-day option from May 12, 2025, the date of the Initial Public Offering, to purchase up to an additional 2,250,000 units to cover over-allotments at the Initial Public Offering price less the underwriting discounts. On June 26, 2025, the Over-Allotment Option expired unexercised.
The Underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering or $3,000,000, which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of 4.00% of the gross proceeds of the Initial Public Offering, or $6,000,000, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination pursuant to the terms of the Underwriting Agreement.
Consulting and Share Transfer Agreements
On August 28, 2025, we entered into a Consulting Agreement with an independent contractor (the “Consultant”) to perform certain consulting services for us related to a specific Business Combination target (the “Consulting Agreement”). Additionally on August 28, 2025, EGH Management LLC, the sole managing member of our Sponsor, entered into a Share Transfer Agreement with the Consultant (the “Share Transfer Agreement”). Pursuant to the Share Transfer Agreement, EGH Management LLC granted a membership interest equivalent to 7,500 Founder Shares to the Consultant for services provided to us pursuant to the Consulting Agreement. Such transfer of Founder Shares is conditioned upon the consummation of a Business Combination with such target and subject to the terms of the Share Transfer Agreement.
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Legal Fees
As of June 30, 2026, we had accrued approximately $1,107,266 in legal fees payable for services rendered in connection with the Hecate Business Combination. These fees will become due and payable upon the closing of the Hecate Business Combination and are considered part of the overall transaction costs associated with the Hecate Business Combination. Such fees are included in accrued expenses on the condensed balance sheets and in general and administrative costs on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.”
Contingent Fees
In April 2025, June 2025 and August 2025, the Sponsor entered into agreements with an officer and service providers. Pursuant to such agreements, in the event we successfully complete an initial Business Combination, the Sponsor may, in its sole discretion, grant a bonus in the amount the Sponsor will set in its sole discretion. Pursuant to the service providers’ agreements, in the event we successfully complete an initial Business Combination, we will pay the service providers a $50,000 bonus.
Registration Rights Agreement
The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, the Representatives may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination and (z) any Units, Rights, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Rights were subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering.
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In addition to the above, concurrently with the execution of the Hecate BCA, the Sponsor and the Representatives (collectively, the “Insiders”) entered into a Sponsor Lock-up and Support Agreement (the “Sponsor Lock-up and Support Agreement”), pursuant to which, among other things, each Insider agreed (i) to vote its Class A Ordinary Shares or Class B Ordinary Shares in favor of the Hecate Business Combination at the EGH Shareholders Meeting (as defined in the Hecate BCA) called to vote on such matters and (ii) not to transfer its Class B Ordinary Shares (or the EGH Class A Common Stock (as defined in the Hecate BCA) issuable in exchange for such Class B Ordinary Shares pursuant to the Hecate BCA) prior to one year after the Closing and (iii) to waive any adjustment to the conversion ratio set forth in our Amended and Restated Articles with respect to the Class B Ordinary Shares. Notwithstanding the foregoing, (x) from and after the date that is six months after the Closing, the Insiders may Transfer (as defined in the Sponsor Lock-Up and Support Agreement) up to 10% of the Locked-Up Shares (as defined in the Sponsor Lock-Up and Support Agreement); (y) from and after the date that is nine months after the Closing, the Insiders may Transfer up to an additional 5% of the Locked-Up Shares. For a more complete description of the Sponsor Lock-up and Support Agreement, please see Item 1. “Business” of the 2025 Annual Report, the Hecate BCA and the Hecate Registration Statement, once filed.
Critical Accounting Estimates and Standards
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements.” These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” could be materially affected. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended June 30, 2026.
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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property, other than as set forth below:
On March 5, 2026, we were added as a defendant in a declaratory judgment claim asserted in on-going litigation with a lender of Parent. The suit is styled NEC Fund VI HE Lender, LLC, NEC Fund VI HE Lender (Offshore), LLC, and NEC Fund VI HE Lender (Signature), LLC, Plaintiffs, v. Hecate Holdings LLC, Hecate Energy Group LLC, Repsol Renewables North America, Inc. and EGH Acquisition Corp, Defendants, in the Court of Chancery of the State of Delaware. The NEC parties allege that Parent did not have the authority to enter into the Hecate BCA and purport to ask the court to rescind any part of the Hecate BCA that affects the NEC parties’ alleged collateral under their loan agreement with Parent. We do not believe that we are proper parties to this suit and have moved to dismiss the claim against us.
Hecate has commenced the Public Company Accounting Oversight Board (PCAOB) audit of Hecate’s financial statements; however, it is uncertain when that audit will be completed, which is a condition to Closing. As a result, the Closing has been delayed, which we do not anticipate occurring any time earlier than the fourth quarter of 2026. To the extent the parties are unable to timely settle the dispute, the Closing may be further delayed or may not occur at all.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report, (iii) 2025 Second Quarter Form 10-Q and (iv) 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
For risks related to Hecate and the Hecate Business Combination, please see the Hecate Registration Statement, once filed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 500,000 Private Placement Units to the Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,000,000. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and the Representatives purchased 150,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
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Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and the Private Placement, see Part II, Item 2 of our 2025 Second Quarter Form 10-Q. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “
Additional Information
None.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
No. | | Description of Exhibit |
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
101.INS | Inline XBRL Instance Document.* | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
* | Filed herewith. |
** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 12, 2026 | EGH ACQUISITION CORP. | |
By: | /s/ Andrew B. Lipsher | |
Name: | Andrew B. Lipsher | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
Date: August 12, 2026 | By: | /s/ Vincent T. Cubbage |
Name: | Vincent T. Cubbage | |
Title: | Chief Financial Officer | |
(Principal Financial Officer) | ||
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