Hecate Energy Group to Become Public Company Through Business Combination with EGH Acquisition Corp.

Rhea-AI Summary

Hecate Energy Group will become a public company via a business combination with EGH Acquisition Corp (NASDAQ: EGHAU / EGHA / EGHAR) and will list on Nasdaq as HCTE. The transaction values Hecate at a $1.2 billion pre-money enterprise value and contemplates up to $155 million from EGH’s trust for development, redemptions and fees. Hecate holds a diversified pipeline of >47 GW across solar, storage, wind and thermal, has sold >12 GW to blue-chip counterparties and has >4 GW in advanced exclusivity. Closing is expected mid-2026, subject to shareholder and customary approvals.

Positive

• $1.2B pre-money enterprise value
• Up to $155M from EGH trust to fund development and costs
• Portfolio of 47+ GW across eight U.S. markets
• Sold 12+ GW of projects to blue-chip counterparties
• 4+ GW currently in exclusivity or advanced negotiations
• Existing management to remain and shareholders to roll 100% equity

Negative

• Transaction subject to EGH shareholder approval and customary closing conditions
• Remaining funding needs beyond the $155M are unspecified
• Anticipated close in mid-2026 delays public liquidity for stakeholders until then

News Market Reaction

+1.08%

1 alert

+1.08% News Effect

On the day this news was published, EGHA gained 1.08%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Pre-money enterprise value: $1.2 billion Trust account funding: Up to $155 million Project portfolio size: More than 47 GW +5 more

8 metrics

Pre-money enterprise value $1.2 billion Valuation of Hecate in business combination

Trust account funding Up to $155 million EGH trust funds for Hecate development, redemptions, expenses

Project portfolio size More than 47 GW Total renewable and thermal power projects

Projects sold to date Over 12 GW Projects sold since Hecate’s inception

Projects under negotiation More than 4 GW Projects under exclusivity or advanced sale negotiations

Trust account balance $152,394,399 EGH Trust Account as of September 30, 2025 (10-Q)

IPO proceeds $150,000,000 Raised from 15,000,000 units at IPO on May 12, 2025

Combination deadline May 12, 2027 Date by which EGH must complete a business combination

Market Reality Check

Price: $10.29 Vol: Volume 7,162 is well belo...

low vol

$10.29 Last Close

Volume Volume 7,162 is well below the 20-day average of 19,739 ahead of the business combination news. low

Technical Shares at $10.18 are trading slightly above the $10.06 200-day moving average prior to this announcement.

Peers on Argus

No peer stocks from the Blank Checks sector appeared in the momentum scan, sugge...

No peer stocks from the Blank Checks sector appeared in the momentum scan, suggesting the reaction was stock-specific to EGHA’s Hecate deal rather than a sector-wide SPAC move.

Market Pulse Summary

This announcement outlines a definitive business combination that would take Hecate public at a pre-...

Analysis

This announcement outlines a definitive business combination that would take Hecate public at a pre-money enterprise value of $1.2 billion, backed by up to $155 million in SPAC trust capital. The deal pairs EGH’s cash shell with Hecate’s 47 GW development portfolio and history of selling over 12 GW of projects. Investors may track upcoming SEC filings, the virtual investor day, and any updates on redemptions or closing conditions to gauge execution risk.

Key Terms

business combination, trust account, enterprise value, lock-up agreements, +4 more

8 terms

business combination financial

"entered into a definitive business combination agreement (the “Transaction” or the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

trust account financial

"EGH’s trust account will provide up to $155 million for the development"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

enterprise value financial

"The transaction values Hecate at a pre-money enterprise value of $1.2 billion"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

lock-up agreements financial

"have committed to customary post-closing lock-up agreements"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Form 8-K regulatory

"included in a Current Report on Form 8-K to be filed by EGH"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

private placement financial

"a simultaneous private placement added $5,000,000 (500,000 units)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

deferred underwriting fees financial

"Deferred underwriting fees total $6,000,000"

Deferred underwriting fees are payments owed to the banks or brokers that arrange a securities offering but are postponed until a later date instead of being taken out of proceeds immediately. For investors this matters because it lowers the amount of cash available at closing while creating a future cost the company must pay, similar to hiring a contractor who agrees to be paid later — it can reduce net proceeds and affect future profitability or shareholder returns.

going concern financial

"disclosed substantial doubt about the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

AI-generated analysis. Not financial advice.

CHICAGO, Jan. 22, 2026 (GLOBE NEWSWIRE) -- Hecate Energy Group LLC (“Hecate”), an independent energy infrastructure developer, and EGH Acquisition Corp. (NASDAQ: EGHAU, EGHA, EGHAR) (“EGH”) today announced they have entered into a definitive business combination agreement (the “Transaction” or the “Business Combination”) that would result in Hecate becoming a public company to be listed on Nasdaq under the ticker symbol “HCTE.”

Company Background

Hecate is a leading U.S. developer of utility-scale energy parks with a diversified portfolio spanning solar, battery storage, wind, and thermal generation. Hecate is strategically positioned to benefit from accelerating demand for powered land, driven by the rapid growth of data centers, hyperscalers and other large-load customers. Hecate has demonstrated a proven ability to monetize projects through asset sales, Build-Transfer Agreements (“BTAs”), and Development Services Agreements (“DSAs”), while also retaining the flexibility to evolve into an Independent Power Producer (“IPP”) and capture long-term, recurring operating cash flows.

Founded in 2012 by a team of experienced energy industry executives, Hecate has assembled the largest independent portfolio of renewable and thermal power projects totaling more than 47 gigawatts (“GW”). Hecate’s portfolio is spread across eight U.S. power markets and 26 states, providing significant embedded growth and multiple paths to value realization. Since inception, Hecate has successfully sold over 12 GW of projects to a diversified group of blue-chip counterparties. In addition, Hecate has more than four GW of projects currently under exclusivity or advanced negotiations for sale.

Chris Bullinger, President and CEO of Hecate commented, “Our partnership with EGH and its experienced team and the public listing resulting from a successful completion of our combination represent a transformational milestone for Hecate as we advance to the next phase of growth and value creation. Access to the public capital markets will strengthen our ability to accelerate project development and monetization, while providing the flexibility to evolve into an Independent Power Producer and generate long-term, recurring cash flows. A publicly traded platform also enhances our ability to attract institutional investors while building the energy infrastructure required to support the nation’s rapidly growing power needs.”

Drew Lipsher, Chief Executive Officer of EGH stated, “We are pleased to partner with Chris and the Hecate team as they enter Hecate’s next phase of growth. Hecate’s significant portfolio, combined with the team’s strong reputation and proven execution, positions Hecate exceptionally well to meet the rising demand for reliable power from data centers and hyperscalers as well as other large consumers of power. We believe Hecate is uniquely positioned to capitalize on this opportunity and deliver meaningful long-term value.”

Transaction Summary

The transaction values Hecate at a pre-money enterprise value of $1.2 billion, and EGH’s trust account will provide up to $155 million for the development of Hecate’s utility-scale energy park portfolio, any EGH shareholder redemptions, and transaction expenses. Following closing, Hecate’s existing management team will continue to lead the combined company and Hecate’s shareholders will roll 100% of their equity holdings into the public company. EGH’s sponsor alongside Hecate’s management and certain key Hecate shareholders have committed to customary post-closing lock-up agreements. The Transaction was unanimously approved by the boards of directors of both Hecate and EGH and is anticipated to close in mid-2026, subject to customary closing conditions, including approval by EGH’s shareholders.

Additional information regarding the proposed Transaction including a copy of the Business Combination Agreement and other related documents will be included in a Current Report on Form 8-K to be filed by EGH with the Securities and Exchange Commission and will be available at www.sec.gov.

Hecate will be hosting a virtual investor day on February 5, 2026. Details will be released no later than February 2, 2026, including information on how to pre-register for the event.

Advisors

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as financial advisor and lead capital markets advisor to EGH. Seaport Global is also serving as a capital markets advisor to EGH. PEI Global Partners is acting as financial advisor for Hecate. Cahill Gordon & Reindel LLP is acting as legal advisor to Hecate. Allen Overy Shearman Sterling (US) LLP is serving as legal advisor to EGH.

About Hecate Energy LLC

Hecate Energy was founded in 2012 by a team of energy industry veterans and has successfully developed five GW of projects to construction or operations to-date. Hecate believes in establishing beneficial, sustainable, and collaborative partnerships with the host communities where its projects are located and tailors each energy project it develops to better meet the needs of project stakeholders.

Since its founding, Hecate has entered over 50 power purchase agreements (PPAs) and similar offtake contracts exceeding six GW of capacity with 24 counterparties as well as projects that are selling through wholesale power markets in the United Stated. Hecate has developed over five GW of projects that are now under construction or in operation, representing over $6 billion of energy investments. Hecate has an active development pipeline of over 47 GW of power projects.

About EGH Acquisition Corp.

EGH Acquisition Corp. formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. EGH focused its search in the broad power market and energy transition or sustainability arena targeting industries that require reliable and cost effective power and/or innovative decarbonization solutions in order to meet critical energy supply needs or emission reduction objectives.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of EGH or Hecate may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to EGH, Hecate or their respective management teams, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the management of EGH and the management of Hecate, as well as assumptions made by, and information currently available to, EGH’s management and Hecate’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in EGH’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to EGH, Hecate or persons acting on behalf of EGH or Hecate are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of EGH or Hecate, including those set forth in the Risk Factors section of EGH’s registration statement and prospectus for EGH’s initial public offering filed with the SEC. EGH and Hecate undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contacts

Hecate Energy Group LLC
Investors@HecateEnergy.com

EGH Acquisition Corp.
info@energygrowthholdings.com

FAQ

What valuation was assigned to Hecate in the EGH business combination (ticker HCTE)?

The transaction values Hecate at a $1.2 billion pre-money enterprise value.

How much cash will EGH provide to Hecate from its trust in the deal for HCTE?

EGH’s trust account will provide up to $155 million for development, redemptions, and transaction expenses.

What is Hecate’s project portfolio size ahead of listing as HCTE?

Hecate has a diversified portfolio totaling more than 47 GW across solar, storage, wind, and thermal projects.

When is the Hecate and EGH transaction expected to close and list as HCTE?

The parties anticipate closing mid-2026, subject to customary conditions and EGH shareholder approval.

Will Hecate management remain after the EGH combination that creates HCTE?

Yes; Hecate’s existing management team is expected to continue leading the combined public company.

How much of Hecate’s pipeline has already been monetized before the HCTE listing?

Since inception, Hecate has sold over 12 GW of projects and has 4+ GW under exclusivity or advanced negotiations.