Egh Acquisition Corp. SEC Filings

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.