STOCK TITAN

EGH Acquisition settles Hecate suit, $1.2B deal

EGH Acquisition Corp. and Hecate settle lender litigation and reaffirm plans to complete their $1.2 billion business combination, now expected to close in early Q1 2027.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EGH Acquisition Corp. (EGHA) reports that it and Hecate Energy LLC have resolved litigation involving Hecate’s lenders through a mutual release and settlement agreement, and the parties intend to dismiss the case in the Delaware Court of Chancery. EGH and Hecate confirm that their previously announced business combination, which values Hecate at a pre-money enterprise value of approximately $1.2 billion, continues to move forward and is now expected to close in early first quarter 2027, subject to customary closing conditions and EGH shareholder approval. The planned transaction would result in Hecate becoming a publicly listed company on Nasdaq under the ticker “HCTE” and is intended to provide capital to support the development and monetization of Hecate’s large portfolio of U.S. utility-scale energy parks.

Positive

  • Litigation with Hecate’s lenders fully resolved via mutual release and settlement, with the parties planning to dismiss the Delaware Court of Chancery suit, which removes a legal overhang on the de-SPAC process.
  • Business combination valued at approximately $1.2 billion pre-money enterprise value for Hecate remains on track, with the parties affirming progress toward a Nasdaq listing under the ticker HCTE.
  • Hecate has a 47 GW development pipeline and has developed over 5 GW of projects representing more than $6 billion of energy investments, highlighting substantial scale in U.S. utility-scale energy parks.

Negative

  • Closing of the business combination pushed to early Q1 2027 and remains subject to EGH shareholder approval, potential redemptions, and numerous stated risks, including the possibility that the transaction is substantially delayed or does not occur.

Filing Explained

The lender settlement is signed, but court dismissal and interim financing remain unresolved while the proposed combination awaits registration and shareholder approval.

This Form 8-K reports that EGH and Hecate entered a mutual release and settlement on August 27, 2026; the proposed business combination remains subject to EGH shareholder approval and is expected to close in early Q1 2027, so the disclosure advances the process but does not report completion.

Although the accompanying release describes the lender matters as fully resolved, the filing says the parties only intend to file a motion to dismiss, so the court case’s dismissal is not reported as complete. Hecate is in discussions with potential interim investors, but the filing discloses no agreed investment amount, consideration, dilution terms, or use of proceeds; no interim financing is reported as completed.

The proposed transaction still requires a registration statement to be filed and declared effective before EGH mails definitive proxy/prospectus materials for the shareholder vote.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Pre-money enterprise value of Hecate $1.2 billion Valuation for Hecate in the business combination announced January 22, 2026
Expected closing period Early first quarter 2027 Anticipated closing timing for the EGHA–Hecate business combination, subject to conditions
Projects developed to construction or operations Over 5 GW Hecate projects developed to construction or operation since founding
Projects sold More than 12 GW Power plant and storage projects sold by Hecate
Offtake contracts capacity Over 6 GW Capacity under more than 50 PPAs and similar offtake contracts entered by Hecate
Energy investments represented Over $6 billion Value of energy investments for over 5 GW of Hecate projects under construction or in operation
Active development pipeline Over 47 GW Size of Hecate’s active power project development pipeline
Business Combination financial
"In connection with the proposed business combination between EGH and Hecate"
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.
special purpose acquisition company financial
"EGH Acquisition Corp. ... a publicly traded special purpose acquisition company"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
de-SPAC process financial
"The resolution removes an overhang on the de-SPAC process"
power purchase agreements (PPAs) financial
"over 50 power purchase agreements (PPAs) and similar offtake contracts"
Power purchase agreements (PPAs) are long-term contracts in which a buyer agrees to purchase electricity directly from a specific generator at agreed prices and terms. Like a multi-year subscription for power, PPAs give the seller predictable revenue and the buyer price certainty, which makes energy projects easier to finance and reduces revenue volatility — key factors investors use to assess risk and value.
Trust Account financial
"use of proceeds not held in EGH’s trust account (the “Trust Account”)"
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.

FAQ

What key update did EGH Acquisition Corp. (EGHA) provide about its litigation exposure?

EGH disclosed that on August 27, 2026, the parties to a Delaware Court of Chancery suit involving Hecate’s lenders entered into a mutual release and settlement agreement and intend to file a motion to dismiss the suit.

What is the valuation of Hecate in its planned business combination with EGHA?

The business combination announced on January 22, 2026 values Hecate at a pre-money enterprise value of approximately $1.2 billion, prior to any additional capital raised or redemptions associated with the de-SPAC transaction.

When is the EGHA–Hecate business combination expected to close?

The transaction is now expected to close in early first quarter 2027, subject to customary closing conditions, including approval by EGH Acquisition Corp. shareholders and completion of regulatory and other closing processes.

What Nasdaq ticker is planned for Hecate after the EGHA business combination?

Following completion of the business combination, Hecate is expected to become a publicly listed company on Nasdaq under the ticker symbol “HCTE”, replacing EGHA’s current SPAC structure with an operating renewable energy company.

How large is Hecate’s current development pipeline and track record mentioned with EGHA (EGHA)?

Hecate reports an active development pipeline of over 47 GW of power projects and states it has developed over 5 GW now under construction or in operation and sold more than 12 GW of power plant and storage projects.

What business does Hecate, EGHA’s target, operate in?

Hecate is described as a U.S. developer of utility-scale energy parks with a diversified portfolio spanning solar, battery storage, wind, and thermal generation, and over 50 power purchase agreements and similar offtake contracts exceeding 6 GW of capacity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 2, 2026 (August 28, 2026)

 

EGH Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42636   98-1836055

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

7901 4th Street North

Suite No. 12820

St. Petersburg, FL 33702

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (941) 274-3811

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one right    EGHAU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   EGHA   The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination    EGHAR   The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

A copy of a press release issued by EGH Acquisition Corp. (“EGH”) and Hecate Energy LLC (“Hecate”) on August 28, 2026 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

On March 5, 2026, EGH 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. On August 27, 2026, the parties entered into a mutual release and settlement agreement with respect to the claims alleged in the suit and intend to file a motion to dismiss the suit. 

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of EGH under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.

 

Additional Information about the Business Combination and Where to Find It

 

In connection with the proposed business combination between EGH and Hecate (the “Business Combination”), EGH intends to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) that includes a preliminary proxy statement/prospectus of EGH, and after the Registration Statement is declared effective, EGH will mail a definitive proxy statement/prospectus relating to the Business Combination to EGH’s shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting of EGH’s shareholders to be held to approve the Business Combination. EGH may also file other documents with the SEC regarding the Business Combination. EGH shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about EGH, Hecate and the Business Combination. Shareholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by EGH at the SEC’s website at www.sec.gov.

 

No Offer or Solicitation

 

This communication relates to the proposed Business Combination between EGH and Hecate and does not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction, and shall not constitute an offer to sell or exchange or a solicitation of an offer to buy any securities of EGH (prior to or upon consummation of the Business Combination) or Hecate, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

 

Participants in the Solicitation

 

EGH and Hecate and their respective directors and officers may be deemed to be participants in the solicitation of proxies from EGH’s shareholders in connection with the Business Combination. Information about EGH’s directors and executive officers and their ownership of EGH’s securities is set forth in EGH’s filings with the SEC. To the extent that holdings of EGH’s securities by EGH’s directors and executive officers have changed since the amounts printed in the prospectus for EGH’s public offering dated May 8, 2025, as filed with the SEC on May 9, 2025 (the “Prospectus”), such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Registration Statement, including the preliminary and definitive proxy statement/prospectus regarding the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

 

 

 

 

Forward-Looking Statements

 

Certain statements included in this communication may be considered forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or EGH’s or Hecate’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements include, among others, statements about EGH’s and Hecate’s ability to effectuate the Business Combination; the benefits of the Business Combination; the future financial performance of the combined company following the Business Combination; changes in EGH’s or Hecate’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds prior to the Closing and plans and objectives of management. These forward-looking statements are based on information available as of the date of this communication, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing EGH’s or Hecate’s views as of any subsequent date, and none of EGH or Hecate undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, EGH’s and Hecate’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the Business Combination; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal proceedings that may be instituted against EGH, Hecate or others following announcement of the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain the approval of EGH shareholders; (v) the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination; (vi) the combined company’s ability to obtain the listing of its common stock and warrants on the stock exchange following the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of Hecate as a result of the announcement and consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination; (x) the amount of any redemptions by public shareholders of EGH being greater than expected; (xi) the management and board composition of the combined company following the Business Combination; (xii) limited liquidity and trading of the combined company’s securities; (xiii) the use of proceeds not held in EGH’s trust account (the “Trust Account”) or available from interest income on the balance of the Trust Account; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that EGH, Hecate or the combined company may be adversely affected by other economic, business, and/or competitive factors; (xvi) operational risk; (xvii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Hecate’s resources; (xviii) the risks that the consummation of the Business Combination is substantially delayed or does not occur; and (xix) other risks and uncertainties, including those to be included under the heading “Risk Factors” in the Registration Statement to be filed by EGH with the SEC and those included under the heading “Risk Factors” in the Prospectus and in its subsequent periodic reports and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by EGH, Hecate, their respective directors, officers or employees or any other person that EGH and Hecate will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of EGH and Hecate as of the date of this communication. Subsequent events and developments may cause that view to change. However, while EGH and Hecate may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of EGH or Hecate as of any date subsequent to the date of this communication.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
     
99.1   Press Release issued by EGH Acquisition Corp. and Hecate Energy LLC on August 28, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Dated: September 2, 2026

 

  EGH ACQUISITION CORP.  
       
  By: /s/ Andrew B. Lipsher  
  Name: Andrew B. Lipsher  
  Title: Chief Executive Officer  

 

 

 

Exhibit 99.1

 

HECATE ENERGY AND EGH ACQUISITON CORP. PROVIDE UPDATE ON PATH TO PLANNED NASDAQ LISTING AND PROGRESS TOWARD BUSINESS COMBINATION

 

Hecate and EGH confirm progress toward Hecate’s planned Nasdaq listing under the ticker “HCTE” and update the expected closing timeline following the resolution of matters involving Hecate’s lenders and related litigation.

 

Leadership at Hecate and EGH reiterate confidence in the Company’s execution, balance sheet and readiness for the public markets, describing the planned listing as a natural next step in Hecate’s growth strategy and capital flexibility.

 

 

CHICAGO, IL AND NEW YORK, NY - August 28, 2026 - Hecate Energy LLC (“Hecate” or the “Company”), a leading U.S. developer of utility-scale energy parks, and EGH Acquisition Corp. (NASDAQ: EGHAU, EGHA, EGHAR) (“EGH”), a publicly traded special purpose acquisition company, today provided an update on the previously announced definitive business combination that would result in Hecate becoming a publicly listed company on Nasdaq under the ticker “HCTE”.

 

On January 22, 2026, Hecate Energy Group LLC announced a business combination with EGH that values Hecate at a pre-money enterprise value of approximately $1.2 billion. Subject to customary closing conditions, including approval by EGH shareholders, the transaction is now expected to close in early Q1 2027. The transaction is intended to provide capital to support the development and monetization of Hecate’s portfolio of utility-scale energy parks across the United States.

 

Progress to Public Listing Continues

 

Over the past several months, Hecate has worked with its lenders to address certain legal and documentation matters, including related litigation, associated with Hecate’s existing financing arrangements. Those matters have now been fully resolved, and no further actions are required from Hecate or its lenders in connection with these matters. The resolution removes an overhang on the de-SPAC process and aligns Hecate, EGH and the lender group around the successful completion of the business combination, which is now expected to close the first quarter of 2027.

 

Hecate and EGH confirm that the business combination remains on track, and the parties continue to advance regulatory, shareholder and other customary closing processes. The Hecate and EGH teams remain focused on executing the strategic plan outlined at the time of the original transaction announcement.

 

In addition, Hecate is in discussions with potential interim investors regarding additional capital that would further support the de-SPAC process, strengthen the balance sheet and help accelerate pipeline development and growth.

 

“The positive conclusion to this phase of our process reinforces the strength of our platform and balance sheet, and allows the entire team to stay fully focused on what we do best: advancing a large, deliverable portfolio of energy parks positioned to serve the fastest-growing demand segments in U.S. power,” said Chris Bullinger, President and CEO of Hecate Energy. “We appreciate EGH’s continued partnership, guidance and confidence throughout this process. Drew, Vince, and the broader EGH team have been thoughtful, constructive partners who understand both the scale of the opportunity ahead and the execution discipline required to capture it. Becoming a public company is a natural evolution for Hecate, strengthening our capital base, enhancing our flexibility, and positioning us to capture significant growth as we advance toward completing our business combination in the first quarter of 2027.”

 

[1]

 

 

 

Drew Lipsher, Chief Executive Officer of EGH, commented, “We have had the utmost confidence in Hecate and its leadership team from the outset, and their handling of this phase of the process has only reinforced that view. From our perspective, Hecate is exactly where it should be– executing on its business, strengthening its balance sheet and preparing to enter the public markets. We continue to believe that Hecate’s scaled development platform, large and deliverable pipeline, and experienced team are exceptionally well positioned to meet the growing demand for reliable, cost-effective power, and we remain fully committed to working closely with Chris and the Hecate team to complete the business combination early in the first quarter of 2027.”

 

“Hecate has built a differentiated power-development platform with the scale, technical depth, and flexibility to address a rapidly changing U.S. power market,” said Daniel Goldberg, Chief Investment Officer and Managing Partner of Lumina Capital Management. “The resolution of these matters and the continued progress toward the business combination reinforce our confidence in Hecate’s ability to execute its strategy. We see substantial value in the Company’s large, deliverable pipeline and its ability to develop integrated energy park solutions for growing demand from data centers, hyperscalers, and other large-load customers.”

 

Pat Fox, Partner at New Energy Capital commented, “Hecate has demonstrated the market understanding that matters in an increasingly capacity-constrained power market. Its portfolio of energy parks, combining solar, battery storage, and thermal generation, is well positioned to meet customers’ growing need for reliable, scalable power. We are pleased to support Hecate as it advances toward the public markets and enters its next phase of growth.”

 

About Hecate Energy LLC

 

Headquartered in Chicago, Hecate is a leading U.S. developer of utility-scale energy parks with a diversified portfolio and development pipeline spanning solar, battery storage, wind, and thermal generation. 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 and sold more than 12 GW of power plant and storage projects.

 

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 6 GW of capacity with 24 counterparties as well as projects that are selling through wholesale power markets in the U.S. 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. To learn more, visit www.hecateenergy.com.

 

On January 22, 2026, Hecate Energy Group LLC entered into a definitive business combination agreement (“BCA”) with EGH Acquisition Corp. (NASDAQ: EGHAU, EGHA, EGHAR) (“EGH”) that would result in Hecate becoming a public company to be listed on Nasdaq under the ticker symbol “HCTE”. For more information, please see the BCA press release here or documents filed by EGH at the SEC’s website at www.sec.gov.

 

About EGH Acquisition Corp.

 

EGH Acquisition Corp. is a special purpose acquisition company 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 focuses on opportunities in the broad power market and energy transition or sustainability sectors, targeting industries that require reliable and cost-effective power and innovative decarbonization solutions. To learn more, visit www.eghspac.com/.

 

 

[2]

 

  

 

Company Contacts

 

Hecate
Investors@HecateEnergy.com
Media Contact
HecateIR@allianceadvisors.com

 

EGH Acquisition Corp.
info@energygrowthholdings.com

 

 

 

Additional Information about the Business Combination and Where to Find It 

 

In connection with the proposed business combination between EGH and Hecate (“Business Combination”), EGH intends to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) that includes a preliminary proxy statement/prospectus of EGH, and after the Registration Statement is declared effective, EGH will mail a definitive proxy statement/prospectus relating to the Business Combination to EGH’s shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting of EGH’s shareholders to be held to approve the Business Combination. EGH may also file other documents with the SEC regarding the Business Combination. EGH shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about EGH, Hecate and the Business Combination. Shareholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by EGH at the SEC’s website at www.sec.gov.   

 

No Offer or Solicitation 

 

This communication relates to a proposed business combination between EGH and Hecate and does not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction, and shall not constitute an offer to sell or exchange or a solicitation of an offer to buy any securities of EGH (prior to or upon consummation of the Business Combination) or Hecate, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. 

 

Participants in the Solicitation 

 

EGH and Hecate and their respective directors and officers may be deemed to be participants in the solicitation of proxies from EGH’s shareholders in connection with the Business Combination. Information about EGH’s directors and executive officers and their ownership of EGH’s securities is set forth in EGH’s filings with the SEC. To the extent that holdings of EGH’s securities by EGH’s directors and executive officers have changed since the amounts printed in the prospectus for EGH’s public offering dated May 8, 2025, as filed with the SEC on May 9, 2025 (the “Prospectus”), such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Registration Statement, including the preliminary and definitive proxy statement/prospectus regarding the proposed transaction when it becomes available.  These documents can be obtained free of charge from the sources indicated above. 

 

[3]

 

 

 

Forward-Looking Statements 

 

Certain statements included in this communication may be considered forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or EGH’s or Hecate’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements include, among others, statements about EGH’s and Hecate’s ability to effectuate the Business Combination; the benefits of the Business Combination; the future financial performance of the combined company following the Business Combination; changes in EGH’s or Hecate’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds prior to the Closing and plans and objectives of management. These forward-looking statements are based on information available as of the date of this communication, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing EGH’s or Hecate’s views as of any subsequent date, and none of EGH or Hecate undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, EGH’s and Hecate’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the Business Combination; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal proceedings that may be instituted against EGH, Hecate or others following announcement of the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain the approval of EGH shareholders; (v) the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination; (vi) the combined company’s ability to obtain the listing of its common stock and warrants on the stock exchange following the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of Hecate as a result of the announcement and consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination; (x) the amount of any redemptions by public shareholders of EGH being greater than expected; (xi) the management and board composition of the combined company following the Business Combination; (xii) limited liquidity and trading of the combined company’s securities; (xiii) the use of proceeds not held in the Trust Account or available from interest income on the balance of the Trust Account; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that EGH, Hecate or the combined company may be adversely affected by other economic, business, and/or competitive factors; (xvi) operational risk; (xvii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Hecate’s resources; (xviii) the risks that the consummation of the Business Combination is substantially delayed or does not occur; and (xix) other risks and uncertainties, including those to be included under the heading “Risk Factors” in the Registration Statement to be filed by EGH with the SEC and those included under the heading “Risk Factors” in the Prospectus and in its subsequent periodic reports and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by EGH, Hecate, their respective directors, officers or employees or any other person that EGH and Hecate will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of EGH and Hecate as of the date of this communication. Subsequent events and developments may cause that view to change. However, while EGH and Hecate may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of EGH or Hecate as of any date subsequent to the date of this communication. 

 

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