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EGH Acquisition Corp. (EGHAU) files a Schedule 13G disclosing that AQR-affiliated entities beneficially own units representing 1,217,000 Class A ordinary shares, equal to 7.85% of the class. The interest is reported across AQR Capital Management, AQR Capital Management Holdings and AQR Arbitrage, with shared voting and shared dispositive power of 1,217,000 and no sole voting or dispositive power. The filing states these shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
EGH Acquisition Corp. is a blank-check company that completed an IPO of 15,000,000 units at $10.00 per unit and a simultaneous private placement of 500,000 units for $5,000,000, generating gross proceeds of $150,000,000 and $5,000,000 respectively. Proceeds placed in a Trust Account are invested in money-market funds and U.S. government securities, with marketable securities held in the Trust Account of $150,834,274, implying a Trust value of $10.06 per public share and Class A shares subject to redemption recorded as temporary equity of $150,834,274. The company also recorded a deferred underwriting fee of $6,000,000 payable upon a Business Combination.
The Company had cash outside the Trust of $1,111,375 and working capital of $1,148,176. Net income was recorded ($808,306 for the quarter; $758,164 for the inception-to-period) driven primarily by interest income on Trust assets of $834,274 and a $159,084 gain on expiration of the Over-Allotment Option, partially offset by general and administrative costs of $185,052 (quarter) and an accumulated deficit of $4,778,257. No operating revenues have been generated to date.
EGH Acquisition (Nasdaq:EGHAU) filed an 8-K reporting that, beginning June 30 2025, holders of its IPO Units may elect to separately trade the underlying Class A ordinary shares (ticker EGHA) and share rights (ticker EGHAR). Units will continue to trade under EGHAU. No financial statements, capital changes, or other material events were disclosed.
EGH Acquisition Corp. (Nasdaq: EGHAU) is a newly formed Cayman Islands blank-check company that filed its first Form 10-Q covering the period from inception (January 9, 2025) to March 31, 2025. Operating activity was limited to formation and IPO preparation, so the company recorded no revenue and a net loss of $50,142, entirely attributable to general and administrative expenses.
Balance sheet (3/31/25): total assets were $101,075, consisting solely of deferred offering costs. Current liabilities of $126,217 (accounts payable $6,748, accrued offering costs $49,700, related-party promissory note $69,769) resulted in a shareholders’ deficit of $25,142. There was no cash on hand.
Subsequent events materially altered this position. On May 12, 2025 the SPAC completed its $150 million IPO by selling 15 million units at $10 each and a concurrent $5 million private placement (500 k units) to the sponsor and underwriters (Cohen & Company Capital Markets and Seaport Global). After $9.57 million in transaction costs, $150 million was placed in a U.S.-treasury-backed trust account. The underwriters hold a 45-day option to purchase up to 2.25 million additional units; the full option was still open at the report date.
Capital structure: • 5.75 million Class B founder shares were issued to the sponsor for $25,000 (≈$0.004/sh); 750 k are subject to forfeiture if the over-allotment is not exercised. • Each IPO unit contains one Class A ordinary share and one right to receive one-tenth of a Class A share upon consummation of a business combination (10 rights = 1 share). • The sponsor may convert up to $1.5 million of future working-capital loans into private-placement units at $10 per unit.
Timeline & liquidity: The trust must be deployed within 24 months (Completion Window) or the public shares will be redeemed at ~$10 plus trust interest. As of the filing, the sponsor had repaid the $69,769 promissory note (June 20, 2025) and the company had executed a $25 k per-month administrative services agreement effective May 8, 2025. Management believes existing resources are sufficient for at least one year, but future due-diligence or deal costs may require additional related-party loans.
Key investor considerations: • Standard SPAC risk profile: pre-revenue, shareholder dilution through founder shares and rights, two-year deal deadline. • $150 million in trust provides substantial acquisition currency, but success depends on identifying and closing a target worth ≥80% of net trust assets. • Deferred underwriting fee of up to $6.9 million payable only at business-combination close aligns underwriter incentives with deal completion.
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