Egh Acquisition Corp. SEC Filings

EGH Acquisition Corp. furnishes a transcript of a February 2026 investor webinar outlining its proposed business combination with Hecate Energy Group, a pure-play power plant developer. Hecate highlights a 48-gigawatt U.S. development pipeline, including 12 gigawatts already under contract or sold and 11 gigawatts under review to replenish future projects.

The company reports $686 million of future receipts from signed sales contracts and visibility into estimated 2026 adjusted EBITDA of $115 million. Management describes a 60+ person team with decades of experience, a diversified portfolio across markets and technologies, and expansion opportunities in baseload gas, data centers, and independent power production.

Transaction terms discussed include an $800 million pre-money equity value and an implied post-money enterprise value of roughly $1.28 billion, with existing Hecate shareholders expected to own about 80% of the combined company assuming no redemptions. EGH cites an implied 2026 EV/EBITDA multiple of 11.1 and an illustrative value of about $31 per watt in Hecate’s portfolio, which it compares to higher averages in recent private deals. The parties expect to close later in 2026 after audits, proxy filing, shareholder approval, and resolution of existing debt matters.

EGH Acquisition Corp. furnished an investor presentation outlining its proposed business combination with Hecate Energy Group LLC. The deck is attached as Exhibit 99.1 and is treated as furnished, not filed, under securities laws.

EGH plans to file a registration statement with the SEC containing a proxy statement/prospectus so shareholders can vote on the transaction. The filing emphasizes that this communication is not an offer or solicitation and describes potential participants in the proxy process, how shareholders can access future SEC documents, and extensive forward-looking statement disclosures, including risks that the deal may be delayed, terminated, or fail to obtain required approvals or stock exchange listing.

EGH Acquisition Corp. has furnished an investor presentation outlining a proposed business combination with Hecate Energy Group LLC, a U.S. power project developer. The deal implies a pro forma enterprise value of about $1.283 billion, based on an $800 million equity rollover and $400 million of net debt with cash from EGH’s trust.

Hecate reports a development pipeline of about 48.8 GW across renewables, battery storage and thermal projects, a revenue backlog of roughly $686 million from signed milestone contracts, and estimated 2026 adjusted EBITDA of $115 million with projected 20–30% growth in 2027. Existing Hecate holders are expected to roll 100% of their equity and own about 78.7% of the combined company, which is expected to list on Nasdaq under the symbol “HCTE” after shareholder approval and effectiveness of a registration statement.

EGH Acquisition Corp. (EGHA) received a new Schedule 13G reporting a 7.8% ownership stake in its Class A ordinary shares. The filing shows that Tenor Opportunity Master Fund, Ltd., advised by Tenor Capital Management Company, L.P., holds 1,208,655 Class A shares.

Tenor Capital, Tenor Opportunity Master Fund, and Robin Shah each report 7.8% beneficial ownership and sole voting and dispositive power over 1,208,655 shares, while disclaiming beneficial ownership beyond their pecuniary interest. The reported percentage is based on 15,500,000 Class A shares stated as issued and outstanding in the issuer’s 10-Q filed on November 12, 2025.

The filer certifies the shares were not acquired and are not held for the purpose of changing or influencing control of EGH Acquisition Corp., and are not part of a control-related transaction.

EGH Acquisition Corp. filed a current report noting that it and Hecate Energy Group LLC issued a joint press release about a proposed business combination. EGH plans to file a registration statement with the SEC that will include a proxy statement/prospectus for shareholders to vote on the transaction.

The filing emphasizes that this communication is not an offer to sell securities and that any offer will be made only by a prospectus meeting Securities Act requirements. It also highlights that EGH, Hecate and their officers and directors may be deemed participants in the proxy solicitation and includes extensive forward‑looking statement cautions describing key risks that could affect completion and outcomes of the business combination.

EGH Acquisition Corp. has furnished a press release announcing a proposed business combination with Hecate Energy Group LLC. The company plans to file a registration statement with the SEC that will include a proxy statement/prospectus for EGH shareholders to vote on approving the transaction.

The communication emphasizes that it is not an offer to sell securities, and details extensive forward-looking statement disclaimers and risk factors. These include the possibility the deal may not close, potential high shareholder redemptions, legal proceedings, listing risks, and other economic and regulatory uncertainties that could affect the combined company if the business combination is completed.

EGH Acquisition Corp. signed a definitive Business Combination Agreement with Hecate Energy Group and its parent, aiming to take Hecate public through a de‑SPAC transaction. The deal values the Hecate equity contributed at an amount based on $1,200,000,000 minus Hecate’s net debt, with EGH shareholders able to redeem their Class A shares before closing.

Before completion, all EGH Class B shares and units convert into Class A shares, EGH will domesticate from Cayman to Delaware, and its name will change to one selected by Hecate. The combined structure will be an Up‑C, where EGH is a listed holding company and Hecate operates the business, with Parent retaining exchangeable Hecate units paired with EGH Class V shares.

Closing requires shareholder approval, an effective S‑4 registration, continued exchange listing and at least $50.0 million of net cash from the trust after redemptions and expenses. Related agreements include a tax receivable agreement granting Parent 85% of certain realized tax benefits, new lock‑ups for the sponsor and Parent, an amended registration rights agreement, and an equity incentive plan reserving 10% of post‑closing Class A shares. The transaction is targeted to close in the third quarter of 2026.

EGH Acquisition Corp. filed its quarterly report, detailing SPAC cash positioning and progress toward a business combination. The company reported net income of $1,359,135 for the three months ended September 30, 2025, driven primarily by $1,560,125 of interest earned on trust investments, against $200,990 in general and administrative costs. From inception on January 9, 2025 through September 30, 2025, net income totaled $2,117,299.

As of September 30, 2025, the Trust Account held $152,394,399 and Class A ordinary shares are recorded at a redemption value of $10.15 per share. Cash outside the trust was $961,041, with a working capital position of $968,861. The IPO on May 12, 2025 raised $150,000,000 from 15,000,000 units, and a simultaneous private placement added $5,000,000 (500,000 units). Deferred underwriting fees total $6,000,000.

Management disclosed substantial doubt about the Company’s ability to continue as a going concern absent additional capital or a timely business combination before May 12, 2027. As of November 12, 2025, shares outstanding were 15,500,000 Class A and 5,000,000 Class B.