[10-Q] EGH Acquisition Corp. Unit Quarterly Earnings Report
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 Corp. è una società blank-check che ha completato un'IPO di 15,000,000 unità a $10.00 per unità e un collocamento privato simultaneo di 500,000 unità per $5,000,000, generando proventi lordi rispettivamente di $150,000,000 e $5,000,000. I proventi depositati in un Trust Account sono investiti in fondi del mercato monetario e titoli del governo degli Stati Uniti; i titoli negoziabili detenuti nel Trust ammontano a $150,834,274, implicando un valore del Trust di $10.06 per azione pubblica e le azioni di Classe A soggette a rimborso sono registrate come patrimonio temporaneo per $150,834,274. La società ha inoltre contabilizzato una commissione di sottoscrizione differita di $6,000,000 pagabile al perfezionamento di una Business Combination.
La Società disponeva di contanti al di fuori del Trust per $1,111,375 e di capitale circolante di $1,148,176. Si è registrato un risultato netto di ($808,306 per il trimestre; $758,164 dall'inizio del periodo), principalmente determinato da proventi da interessi sugli asset del Trust di $834,274 e da un guadagno di $159,084 per scadenza dell'Over-Allotment Option, parzialmente compensati da spese generali e amministrative di $185,052 (trimestre) e da un deficit accumulato di $4,778,257. Ad oggi non sono stati generati ricavi operativi.
EGH Acquisition Corp. es una compañía blank-check que completó una oferta pública inicial de 15,000,000 unidades a $10.00 por unidad y una colocación privada simultánea de 500,000 unidades por $5,000,000, generando ingresos brutos de $150,000,000 y $5,000,000 respectivamente. Los ingresos depositados en una cuenta fiduciaria se invierten en fondos del mercado monetario y valores del gobierno de EE. UU.; los valores negociables en la cuenta fiduciaria ascienden a $150,834,274, lo que implica un valor del fideicomiso de $10.06 por acción pública y las acciones Clase A sujetas a redención se registran como patrimonio temporal por $150,834,274. La compañía también registró una comisión de suscripción diferida de $6,000,000 pagadera en una Business Combination.
La Compañía tenía efectivo fuera del fideicomiso por $1,111,375 y capital de trabajo de $1,148,176. Se registró un resultado neto de ($808,306 para el trimestre; $758,164 desde el inicio del periodo), impulsado principalmente por ingresos por intereses sobre los activos del fideicomiso de $834,274 y una ganancia de $159,084 por la expiración de la Over-Allotment Option, parcialmente compensados por gastos generales y administrativos de $185,052 (trimestre) y por un déficit acumulado de $4,778,257. No se han generado ingresos operativos hasta la fecha.
EGH Acquisition Corp.는 블랭크 체크 회사로, 주당 $10.00에 15,000,000단위의 IPO를 완료하고 동시에 500,000단위를 $5,000,000에 사모로 인수하여 각각 총 $150,000,000 및 $5,000,000의 총조달금을 마련했습니다. 신탁계정에 예치된 자금은 머니마켓 펀드와 미국 국채 등에 투자되며, 신탁계정에 보유된 유동증권은 $150,834,274로 공개주당 신탁가치는 $10.06입니다. 상환 대상인 클래스 A 주식은 임시 자본(temporary equity)으로 $150,834,274가 계상되었습니다. 또한 회사는 Business Combination 발생 시 지급할 연기된 인수수수료(deferred underwriting fee) $6,000,000을 기록했습니다.
회사는 신탁 외 현금 $1,111,375와 운전자본 $1,148,176을 보유하고 있었습니다. 순이익은 ($808,306 분기; 설립 이후 기간 $758,164)로 기록되었으며, 이는 주로 신탁자산의 이자수익 $834,274 및 Over-Allotment Option 만료로 인한 $159,084의 이익에 기인하며, 분기 일반관리비 $185,052 등으로 일부 상쇄되어 누적적자 $4,778,257을 기록하고 있습니다. 현재까지 영업수익은 발생하지 않았습니다.
EGH Acquisition Corp. est une société blank-check ayant réalisé une introduction en bourse de 15,000,000 d'unités à $10.00 l'unité et un placement privé simultané de 500,000 unités pour $5,000,000, générant des produits bruts de $150,000,000 et $5,000,000 respectivement. Les fonds déposés sur un compte en fiducie sont investis en fonds du marché monétaire et en titres du gouvernement américain ; les titres négociables détenus dans le compte en fiducie s'élevaient à $150,834,274, ce qui implique une valeur du Trust de $10.06 par action publique, et les actions de Classe A susceptibles d'être rachetées ont été comptabilisées en capitaux temporaires pour $150,834,274. La société a également enregistré des frais de souscription différés de $6,000,000 payables lors d'une Business Combination.
La Société disposait de liquidités hors du compte en fiducie de $1,111,375 et d'un fonds de roulement de $1,148,176. Un résultat net de ($808,306 pour le trimestre ; $758,164 depuis la création jusqu'à la période) a été enregistré, principalement tiré par des produits d'intérêts sur les actifs du Trust de $834,274 et un gain de $159,084 lié à l'expiration de l'Over-Allotment Option, partiellement compensés par des charges générales et administratives de $185,052 (trimestre) et un déficit cumulé de $4,778,257. Aucun revenu d'exploitation n'a été généré à ce jour.
EGH Acquisition Corp. ist eine Blank-Check-Gesellschaft, die einen Börsengang von 15,000,000 Einheiten zu je $10.00 und eine gleichzeitige Privatplatzierung von 500,000 Einheiten für $5,000,000 abgeschlossen hat, wodurch Bruttoerlöse von $150,000,000 bzw. $5,000,000 erzielt wurden. Die in ein Treuhandkonto eingezahlten Mittel werden in Geldmarktfonds und US-Staatsanleihen investiert; marktfähige Wertpapiere im Treuhandkonto beliefen sich auf $150,834,274, was einen Trust-Wert von $10.06 je öffentlicher Aktie impliziert, und als rückgabefähig eingestufte Class-A-Aktien wurden als temporäres Eigenkapital in Höhe von $150,834,274 ausgewiesen. Das Unternehmen hat außerdem eine aufgeschobene Zeichnungsgebühr von $6,000,000 verbucht, die bei einem Business Combination zahlbar ist.
Die Gesellschaft verfügte über außerhalb des Treuhandkontos $1,111,375 an liquiden Mitteln und ein Working Capital von $1,148,176. Es wurde ein Nettoergebnis von ($808,306 für das Quartal; $758,164 seit Gründung bis zum Berichtszeitraum) ausgewiesen, das hauptsächlich durch Zinserträge auf Treuhandvermögen in Höhe von $834,274 und einen Gewinn von $159,084 aus dem Erlöschen der Over-Allotment-Option getragen wurde, teilweise ausgeglichen durch allgemeine und Verwaltungskosten von $185,052 (Quartal) sowie einen kumulierten Fehlbetrag von $4,778,257. Bis dato wurden keine Betriebserlöse erzielt.
- Successfully raised $150,000,000 in the Public Units, providing substantial capital for a Business Combination
- Additional $5,000,000 private placement purchased by Sponsor and underwriter representatives, increasing committed capital
- Trust Account balance of $150,834,274 invested in money market funds/U.S. government securities, generating interest income of $834,274
- Reported positive net income for the quarter ($808,306), driven by Trust interest and a gain on expiration of the Over-Allotment Option
- No operating revenues; the company is a blank-check company and will not generate operating revenue until after a Business Combination
- Significant offering and transaction costs of $9,567,513 reduced proceeds available for corporate purposes
- Deferred underwriting fee of $6,000,000 payable upon completion of a Business Combination, which will reduce available funds
- Accumulated deficit of $4,778,257 and limited cash outside the Trust ($1,111,375) to fund search and transaction activities
Insights
TL;DR The IPO funded the Trust with $150M+ creating a strong cash runway for a SPAC target search, while operating cash outside the Trust is limited.
The company successfully completed its primary capital raise and holds $150.8M in trust that will back shareholder redemptions and a future Business Combination. Interest income on the Trust ($834,274) and a one-time $159,084 gain supported reported net income despite operating costs. Outside the Trust, cash of $1.11M and working capital of $1.15M must cover search and deal-related expenses until a target is identified. Material liabilities include a $6.0M deferred underwriting fee and transaction costs of $9.57M, which will affect proceeds available upon a Business Combination.
TL;DR Governance and economics reflect typical SPAC structures: founder share mechanics, sponsor indemnities, and conditional deferred fees present alignment and risk considerations.
Founder (Class B) shares remain outstanding (5,000,000) and some grants to directors/officers were structured as membership interests with vesting tied to completing a Business Combination. The Sponsor provided short-term funding and has letter-agreement commitments waiving certain redemption rights; however, Sponsor indemnities and the lack of reserved collateral introduce counterparty risk given the Sponsor's limited disclosed assets. Registration rights, forfeiture mechanics, and conversion provisions are clearly disclosed and typical for the vehicle type.
EGH Acquisition Corp. è una società blank-check che ha completato un'IPO di 15,000,000 unità a $10.00 per unità e un collocamento privato simultaneo di 500,000 unità per $5,000,000, generando proventi lordi rispettivamente di $150,000,000 e $5,000,000. I proventi depositati in un Trust Account sono investiti in fondi del mercato monetario e titoli del governo degli Stati Uniti; i titoli negoziabili detenuti nel Trust ammontano a $150,834,274, implicando un valore del Trust di $10.06 per azione pubblica e le azioni di Classe A soggette a rimborso sono registrate come patrimonio temporaneo per $150,834,274. La società ha inoltre contabilizzato una commissione di sottoscrizione differita di $6,000,000 pagabile al perfezionamento di una Business Combination.
La Società disponeva di contanti al di fuori del Trust per $1,111,375 e di capitale circolante di $1,148,176. Si è registrato un risultato netto di ($808,306 per il trimestre; $758,164 dall'inizio del periodo), principalmente determinato da proventi da interessi sugli asset del Trust di $834,274 e da un guadagno di $159,084 per scadenza dell'Over-Allotment Option, parzialmente compensati da spese generali e amministrative di $185,052 (trimestre) e da un deficit accumulato di $4,778,257. Ad oggi non sono stati generati ricavi operativi.
EGH Acquisition Corp. es una compañía blank-check que completó una oferta pública inicial de 15,000,000 unidades a $10.00 por unidad y una colocación privada simultánea de 500,000 unidades por $5,000,000, generando ingresos brutos de $150,000,000 y $5,000,000 respectivamente. Los ingresos depositados en una cuenta fiduciaria se invierten en fondos del mercado monetario y valores del gobierno de EE. UU.; los valores negociables en la cuenta fiduciaria ascienden a $150,834,274, lo que implica un valor del fideicomiso de $10.06 por acción pública y las acciones Clase A sujetas a redención se registran como patrimonio temporal por $150,834,274. La compañía también registró una comisión de suscripción diferida de $6,000,000 pagadera en una Business Combination.
La Compañía tenía efectivo fuera del fideicomiso por $1,111,375 y capital de trabajo de $1,148,176. Se registró un resultado neto de ($808,306 para el trimestre; $758,164 desde el inicio del periodo), impulsado principalmente por ingresos por intereses sobre los activos del fideicomiso de $834,274 y una ganancia de $159,084 por la expiración de la Over-Allotment Option, parcialmente compensados por gastos generales y administrativos de $185,052 (trimestre) y por un déficit acumulado de $4,778,257. No se han generado ingresos operativos hasta la fecha.
EGH Acquisition Corp.는 블랭크 체크 회사로, 주당 $10.00에 15,000,000단위의 IPO를 완료하고 동시에 500,000단위를 $5,000,000에 사모로 인수하여 각각 총 $150,000,000 및 $5,000,000의 총조달금을 마련했습니다. 신탁계정에 예치된 자금은 머니마켓 펀드와 미국 국채 등에 투자되며, 신탁계정에 보유된 유동증권은 $150,834,274로 공개주당 신탁가치는 $10.06입니다. 상환 대상인 클래스 A 주식은 임시 자본(temporary equity)으로 $150,834,274가 계상되었습니다. 또한 회사는 Business Combination 발생 시 지급할 연기된 인수수수료(deferred underwriting fee) $6,000,000을 기록했습니다.
회사는 신탁 외 현금 $1,111,375와 운전자본 $1,148,176을 보유하고 있었습니다. 순이익은 ($808,306 분기; 설립 이후 기간 $758,164)로 기록되었으며, 이는 주로 신탁자산의 이자수익 $834,274 및 Over-Allotment Option 만료로 인한 $159,084의 이익에 기인하며, 분기 일반관리비 $185,052 등으로 일부 상쇄되어 누적적자 $4,778,257을 기록하고 있습니다. 현재까지 영업수익은 발생하지 않았습니다.
EGH Acquisition Corp. est une société blank-check ayant réalisé une introduction en bourse de 15,000,000 d'unités à $10.00 l'unité et un placement privé simultané de 500,000 unités pour $5,000,000, générant des produits bruts de $150,000,000 et $5,000,000 respectivement. Les fonds déposés sur un compte en fiducie sont investis en fonds du marché monétaire et en titres du gouvernement américain ; les titres négociables détenus dans le compte en fiducie s'élevaient à $150,834,274, ce qui implique une valeur du Trust de $10.06 par action publique, et les actions de Classe A susceptibles d'être rachetées ont été comptabilisées en capitaux temporaires pour $150,834,274. La société a également enregistré des frais de souscription différés de $6,000,000 payables lors d'une Business Combination.
La Société disposait de liquidités hors du compte en fiducie de $1,111,375 et d'un fonds de roulement de $1,148,176. Un résultat net de ($808,306 pour le trimestre ; $758,164 depuis la création jusqu'à la période) a été enregistré, principalement tiré par des produits d'intérêts sur les actifs du Trust de $834,274 et un gain de $159,084 lié à l'expiration de l'Over-Allotment Option, partiellement compensés par des charges générales et administratives de $185,052 (trimestre) et un déficit cumulé de $4,778,257. Aucun revenu d'exploitation n'a été généré à ce jour.
EGH Acquisition Corp. ist eine Blank-Check-Gesellschaft, die einen Börsengang von 15,000,000 Einheiten zu je $10.00 und eine gleichzeitige Privatplatzierung von 500,000 Einheiten für $5,000,000 abgeschlossen hat, wodurch Bruttoerlöse von $150,000,000 bzw. $5,000,000 erzielt wurden. Die in ein Treuhandkonto eingezahlten Mittel werden in Geldmarktfonds und US-Staatsanleihen investiert; marktfähige Wertpapiere im Treuhandkonto beliefen sich auf $150,834,274, was einen Trust-Wert von $10.06 je öffentlicher Aktie impliziert, und als rückgabefähig eingestufte Class-A-Aktien wurden als temporäres Eigenkapital in Höhe von $150,834,274 ausgewiesen. Das Unternehmen hat außerdem eine aufgeschobene Zeichnungsgebühr von $6,000,000 verbucht, die bei einem Business Combination zahlbar ist.
Die Gesellschaft verfügte über außerhalb des Treuhandkontos $1,111,375 an liquiden Mitteln und ein Working Capital von $1,148,176. Es wurde ein Nettoergebnis von ($808,306 für das Quartal; $758,164 seit Gründung bis zum Berichtszeitraum) ausgewiesen, das hauptsächlich durch Zinserträge auf Treuhandvermögen in Höhe von $834,274 und einen Gewinn von $159,084 aus dem Erlöschen der Over-Allotment-Option getragen wurde, teilweise ausgeglichen durch allgemeine und Verwaltungskosten von $185,052 (Quartal) sowie einen kumulierten Fehlbetrag von $4,778,257. Bis dato wurden keine Betriebserlöse erzielt.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
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As of August 8, 2025, there were
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EGH ACQUISITION CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION | 1 |
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Item 1. Financial Statements. | 1 |
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Unaudited Condensed Balance Sheet as of June 30, 2025 | 1 |
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Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and the Period from January 9, 2025 (Inception) Through June 30, 2025 | 2 |
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Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2025 and the Period from January 9, 2025 (Inception) Through June 30, 2025 | 3 |
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Unaudited Condensed Statement of Cash Flows for the Period from January 9, 2025 (Inception) Through June 30, 2025 | 4 |
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Notes to Unaudited Condensed Financial Statements | 5 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. | 23 |
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Item 4. Controls and Procedures. | 23 |
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PART II – OTHER INFORMATION | |
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Item 1. Legal Proceedings. | 24 |
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Item 1A. Risk Factors. | 24 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 27 |
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Item 3. Defaults Upon Senior Securities. | 28 |
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Item 4. Mine Safety Disclosures. | 28 |
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Item 5. Other Information. | 28 |
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Item 6. Exhibits. | 29 |
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SIGNATURES | 30 |
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Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated May 8, 2025, which we entered into with the managing member of the managing member of our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASC 280” are to FASB ASC Topic 280, “Segment Reporting”; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “ASU 2023-07” are to FASB ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “CCM” are to Cohen & Capital Markets, a division of J.V.B. Financial Group, LLC, a representative of the underwriters in the Initial Public Offering (as defined below); |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “CODM” are to our chief operating decision maker; |
| ● | “Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to May 12, 2027 that we have to consummate an initial Business Combination or until such earlier liquidation date as our Board may approve; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to EGH Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below); |
| ● | “Deferred Fee” are to the additional fee of $6,000,000 to which the underwriters to the Initial Public Offering are entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
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| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 12, 2025; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 9, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on April 16, 2025, as amended, and declared effective on May 8, 2025 (File No. 333-286583); |
| ● | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the underwriters of the Initial Public Offering had to purchase up to an additional 2,250,000 Public Units to cover over-allotments, if any, which expired unexercised; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor, CCM and Seaport in the Private Placement; |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor, CCM and Seaport (as defined below) in the Private Placement; |
| ● | “Private Placement Units” are to the units issued to our Sponsor, CCM and Seaport in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated May 8, 2025, which we entered into with our Sponsor and (ii) the Private Placement Units Purchase Agreement, dated May 8, 20025, which we entered into with CCM and Seaport, together; |
| ● | “Public Rights” are to the rights sold as part of the Public Units (as defined below), which grant the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Business Combination; |
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| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent Sponsor and/or the members of our Management Team purchase Public Shares, provided that each Sponsor and member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Right; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025; |
| ● | “Rights” are to the Private Placement Rights and the Public Rights, together; |
| ● | “Seaport” are to Seaport Global Securities LLC, a representative of the underwriters in the Initial Public Offering; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to EGH Sponsor LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $150,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated May 8, 2025, which we entered into with CCM and Seaport, as the representatives of the underwriters in the Initial Public Offering; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
EGH ACQUISITION CORP.
CONDENSED BALANCE SHEET
JUNE 30, 2025
| | | |
ASSETS |
| | |
Current Assets | | | |
Cash | | $ | |
Prepaid expenses | | | |
Total current assets | | | |
Long-term prepaid insurance | | | |
Marketable securities held in Trust Account | | | |
TOTAL ASSETS | | $ | |
| | | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
| |
Current liabilities: | |
| |
Accounts payable | | $ | |
Accrued offering costs | |
| |
Due to Sponsor | | | |
Total current liabilities | | | |
Deferred underwriting fee payable | | | |
TOTAL LIABILITIES | |
| |
| | | |
Commitments | |
| |
Class A Ordinary Shares subject to possible redemption, | | | |
SHAREHOLDERS’ DEFICIT | |
| |
Preference shares, $ | |
| — |
Class A Ordinary Shares, $ | |
| |
Class B Ordinary Shares, $ | |
| |
Additional paid-in capital | |
| — |
Accumulated deficit | |
| ( |
TOTAL SHAREHOLDERS’ DEFICIT | |
| ( |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| | | | | | |
| | | | | For the Period | |
| | | | | from January | |
| | For the Three | | 9, 2025 | ||
| | Months | | (Inception) | ||
| | Ended June 30, | | Through June 30, | ||
|
| 2025 |
| 2025 | ||
General and administrative costs | | $ | |
| $ | |
Loss from operations | | | ( | |
| ( |
| | | | | | |
Other income: | | | | | | |
Gain on expiration of Over-Allotment Option liability | | | | | | |
Interest earned on marketable securities held in Trust Account | | | | | | |
Other income, net | | | | | | |
| | | | | | |
Net income | | $ | | | $ | |
| | | | | | |
Weighted average shares outstanding of Class A Ordinary Shares, basic and diluted | | | | |
| |
| | | | | | |
Basic and diluted net income per Ordinary Share, Class A Ordinary Shares | | $ | | | $ | |
| | | | | | |
Weighted average shares outstanding of Class B Ordinary Shares, basic and diluted | | | | | | |
| | | | | | |
Basic and diluted net income per Ordinary Share, Class B Ordinary Shares | | $ | | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| | | | | | | | | | | | | | | | | | | |
|
| Class A |
| Class B |
| Additional |
| | |
| Total | ||||||||
| | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholder’s | |||||||||
| | Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |||||
Balance — January 9, 2025 (inception) |
| | | $ | |
| | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | |
Issuance of Class B Ordinary Shares to Sponsor |
| — | |
| — |
| | |
| | |
| | |
| — | |
| |
| | | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — |
| — | |
| — | |
| — | |
| ( | |
| ( |
| | | | | | | | | | | | | | | | | | | |
Balance - March 31, 2025 | | — | | | — | | | | | | | | | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | |
Sale of | | | | | | | — | | | — | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | |
Fair value of rights included in Public Units | | — | | | — | | — | | | — | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | |
Allocated value of transaction costs to Class A Ordinary Shares | | — | | | — | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | |
Forfeiture of Founder Shares | | — | | | — | | ( | | | ( | | | | | | — | | | — |
| | | | | | | | | | | | | | | | | | | |
Accretion for Class A Ordinary Shares to redemption amount | | — | | | — | | — | | | — | | | ( | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | — | | | — | | | — | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance - June 30, 2025 |
| | | $ | |
| | | $ | | | $ | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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EGH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| | | |
Cash Flows from Operating Activities: |
| |
|
Net income | | $ | |
Adjustments to reconcile net income to net cash used in operating activities: | |
|
|
Operational expenses paid by Sponsor in exchange for issuance of Class B Ordinary Shares | |
| |
Payment of operation costs through IPO Promissory Note | | | |
Interest earned on marketable securities held in Trust Account | | | ( |
Gain on expiration of Over-Allotment Option liability | | | ( |
Changes in operating assets and liabilities: | |
|
|
Prepaid expenses | | | ( |
Due to Sponsor | | | |
Long-term prepaid insurance | | | ( |
Accounts payable | | | |
Net cash used in operating activities | |
| ( |
| | | |
Cash Flows from Investing Activities: | | | |
Investment of cash into Trust Account | | | ( |
Net cash used in investing activities | | | ( |
| | | |
Cash Flows from Financing Activities: | | | |
Proceeds from sale of Public Units, net of underwriting discounts paid | | | |
Proceeds from sale of Private Placement Units | | | |
Repayment of IPO Promissory Note - related party | | | ( |
Payment of offering costs | | | ( |
Net cash provided by financing activities | | | |
| | | |
| | | |
Net Change in Cash | |
| |
Cash – Beginning of period | |
| |
Cash – End of period | | $ | |
| | | |
Non-Cash investing and financing activities: | |
|
|
Offering costs included in accrued offering costs | | $ | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | | $ | |
Deferred offering costs paid through IPO Promissory Note – related party | | $ | |
Deferred underwriting fee payable | | $ | |
Forfeiture of Founder Shares | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
EGH Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on January 9, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet selected any specific Business Combination target with respect to an initial Business Combination with the Company. The Company may pursue an initial Business Combination in any business or industry. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of June 30, 2025, the Company had not commenced any operations. All activity for the period from January 9, 2025 (inception) through June 30, 2025, relates to the Company’s formation, its Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is EGH Sponsor LLC (the “Sponsor”).
The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2025, as amended (File No. 333-286583), was declared effective on May 8, 2025 (the “IPO Registration Statement”). On May 12, 2025, the Company consummated the initial public offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Upon the closing of the Initial Public Offering on May 12, 2025, an amount of $
The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The per share amount in the Trust Account as of June 30, 2025 was $
The Ordinary Shares (as defined in Note 5) subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
The Company will have only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $
The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated May 8, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
obligation to allow redemption in connection with the initial Business Combination or to redeem
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Liquidity and Capital Resources
The Company’s liquidity needs up to May 12, 2025, had been satisfied through the loan under the unsecured IPO Promissory Note (as defined in Note 5) from the Sponsor of up to $
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements- Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the receipt of the Amount Due (as defined in Note 6) from Sponsor (see Note 5), the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the IPO Registration Statement, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 16, 2025. The interim results for the period from January 9, 2025 (inception) through June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $
Marketable Securities Held in Trust Account
The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of the ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A,“Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity. Offering costs allocated to the Public Rights were charged to shareholders’ deficit. After Management’s evaluation, the Public Rights included in the Public Units were accounted for under equity treatment.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem
| | | |
Gross proceeds |
| $ | |
Less: |
| |
|
Proceeds allocated to Public Rights |
| | ( |
Proceeds allocated to over-allotment |
| | ( |
Class A Ordinary Shares issuance cost |
| | ( |
Plus: |
| |
|
Accretion of carrying value to redemption value |
| | |
Class A Ordinary Shares subject to possible redemption, June 30, 2025 | | $ | |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to its short-term nature.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ Over-Allotment Option (as defined in Note 6) is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480 since the underwriters did not fully exercise their Over-Allotment Option at the closing of the Initial Public Offering. On June 26, 2025, the Over-Allotment Option expired unexercised and the change in the fair value of the liability was recognized in the accompanying unaudited condensed statements of operations.
Rights
The Company accounts for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values.
Net Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the Ordinary Shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
The calculation of diluted income per Ordinary Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, and (ii) Private Placement, since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share. The redemption feature for the Ordinary Shares equals fair value, and therefore does not create a different class of Ordinary Shares or require an adjustment to the earnings per Ordinary Shares calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the Ordinary Shares could be sold on the open market. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates the fair value.
The following table reflects the calculation of basic and diluted net income per Ordinary Share:
| | | | | | | | | | | | |
|
| | | | | |
| For the Period from | ||||
|
| For the Three Months | | January 9, 2025 (Inception) | ||||||||
| | Ended June 30, | | Through June 30, | ||||||||
| | 2025 | | 2025 | ||||||||
| | Class A |
| Class B |
| Class A |
| Class B | ||||
|
| Ordinary |
| Ordinary |
| Ordinary |
| Ordinary | ||||
|
| Shares |
| Shares |
| Shares |
| Shares | ||||
Basic and diluted net income per Ordinary Share | | | | | | | | | | | | |
Numerator: |
| |
| | |
| | |
| | |
|
Allocation of net income, as adjusted | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Denominator: | |
|
| |
|
| |
|
| |
|
|
Basic and diluted weighted average Ordinary Shares outstanding | |
| | |
| | |
| | |
| |
Basic and diluted net income per Ordinary Share | | $ | | | $ | | | $ | | | $ | |
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 9, 2025 (inception).
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on May 12, 2025, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor, CCM and Seaport purchased an aggregate of
The Sponsor and the Company’s officers and directors have agreed, pursuant to the Letter Agreement, to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On January 9, 2025, the Sponsor made a capital contribution of $
On April 8, 2025, the Sponsor granted membership interests equivalent to an aggregate of
The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the
The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to certain restrictions on their transfer, redemption and voting rights for the Founder Shares (see Note 4); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate of up to $
Due to Sponsor
During the period January 9, 2025 through June 30, 2025, the Sponsor incurred $
Administrative Services Agreement
Commencing on May 8, 2025, the Company entered into an agreement with the managing member of the managing member of the Sponsor, dated May 8, 2025, to pay an aggregate of $
Contingent Fees
In April 2025 and June 2025, the Sponsor entered into agreements with an officer and a service provider. Pursuant to the officer’s agreement in the event the Company successfully completes the Business Combination, the Sponsor may, in its sole discretion, grant a bonus in the amount the Sponsor will set in its sole discretion. Pursuant to the service provider’s agreement, in the event the Company successfully completes the Business Combination, the Company will pay the service provider a $
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Offering or acquired prior to or in connection with the initial Business Combination by the holders of the Founder Shares prior to the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement, dated May 8, 2025. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. CCM and Seaport may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, CCM and Seaport may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The underwriters had a
The underwriters were entitled to a cash underwriting discount of
Additionally, the underwriters are entitled to a deferred underwriting fee of
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue a total of
Class A Ordinary Shares
The Company is authorized to issue a total of
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Class B Ordinary Shares
The Company is authorized to issue a total of
The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a
Holders of record of the Ordinary Shares are entitled to
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Rights
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the one tenth (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. The Company will not issue fractional Class A Ordinary Shares in connection with an exchange of Rights. Fractional Class A Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, a Rights holder must hold Rights in multiples of 10 in order to receive Class A Ordinary Shares for all of their Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The Over-Allotment Option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The Over-Allotment Option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of Over-Allotment Option liability in the accompanying unaudited condensed statements of operations.
The Company used a Black-Scholes model to value the Over-Allotment Option. The Over-Allotment Option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its Ordinary Shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the Over-Allotment Option is assumed to be equivalent to their remaining contractual term.
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
The key inputs into the Black-Scholes model were as follows at initial measurement of the Over-Allotment Option:
| | | | |
|
| May 12, |
| |
| | 2025 |
| |
Risk-free interest rate |
| | | % |
Expected term (years) |
| | | |
Expected volatility |
| | | % |
Exercise price | | $ | | |
Fair value of Over-Allotment Option unit | | $ | | |
The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights:
| | | | |
|
| May 12, |
| |
| | 2025 |
| |
Trade price of Public Unit | | $ | | |
Share price | | $ | | |
Market adjustment (1) | |
| | % |
Fair value per Right | | $ | | |
(1) | Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of the Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to beginning of the exercise period. The adjustment is determined by comparing traded warrant prices to simulated model outputs. |
NOTE 9. SEGMENT INFORMATION
ASC 280 establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. “Operating segments” are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by a company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only
The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the accompanying unaudited condensed statements of operations as net income (loss).
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EGH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
The measure of segment assets is reported on the accompanying unaudited condensed balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income (loss) and total assets, which include the following:
| | | |
|
| June 30, | |
| | 2025 | |
Trust Account | | $ | |
Cash | | $ | |
| | | | | | |
|
| |
|
| For the Period | |
| | | | | from January 9, | |
| | For the Three | | 2025 (Inception) | ||
| | Months Ended | | Through June | ||
|
| June 30, 2025 |
| 30, 2025 | ||
General and administrative expenses | | $ | | $ | | |
Interest earned on marketable securities held in Trust Account | | | | | | |
The key measures of segment profit or loss reviewed by the CODM are general and administrative costs. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete the Initial Public Offering and eventually a Business Combination. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the accompanying unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying unaudited condensed balance sheet date through August 8, 2025, the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
As of July 31, 2025, the Company has paid the full Amount Due to the Sponsor.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company incorporated in the Cayman Islands on January 9, 2025, formed for the purpose of effecting a Business Combination. The Company may pursue an acquisition opportunity in any business or industry. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, our securities, debt or a combination of cash, securities and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect their ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Recent Developments
During the period January 9, 2025 through June 30, 2025, our Sponsor incurred $1,884 expenses on our behalf. As of June 30, 2025, $1,884 was included in due to Sponsor in the accompanying unaudited condensed balance sheet included in this Report under “Item 1. Financial Statements.” The $1,884 was due on demand. As of July 31, 2025, the Company has paid the full amount due to the Sponsor.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 9, 2025 (inception) through June 30, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended June 30, 2025, we had a net income of $808,306, which consisted of change on overallotment liability of $159,084 and interest earned on marketable securities held in Trust Account of $834,274, offset by general and administrative costs of $185,052.
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For the period from January 9, 2025 (inception) through June 30, 2025, we had a net income of $758,164, which consisted of change on overallotment liability of $159,084 and interest earned on marketable securities held in Trust Account of $834,274, offset by general and administrative costs of $235,194.
Liquidity and Capital Resources
On May 12, 2025, we consummated the Initial Public Offering of 15,000,000 Public Units at $10.00 per Public Units, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 500,000 Private Placement Units at a price of $10.00 per Private Placement Unit in the Private Placement to the Sponsor, CCM and Seaport, generating gross proceeds of $5,000,000.
Following the Initial Public Offering and the Private Placement, a total of $150,000,000 was placed in the Trust Account. The expiration of the Over-Allotment Option resulted in reduction in the Over-Allotment Option liability of $159,084. We incurred $9,567,513, consisting of $3,000,000 of cash underwriting fee, $6,000,000 of Deferred Fee, and $567,513 of other offering costs.
For the period from January 9, 2025 (inception) through June 30, 2025, cash used in operating activities was $385,773. Net income of $758,164 was affected by interest earned on marketable securities held in the Trust Account of $834,274, operational expenses paid by the Sponsor in exchange for an issuance of Class B Ordinary Shares of $10,420, payment of operation costs through the IPO Promissory Note of $34,919, change in fair value of Over-Allotment Option liability of $159,084 and changes in operating assets and liabilities used $195,918 of cash for operating activities.
As of June 30, 2025, we had marketable securities held in the Trust Account of $150,834,274 (including $834,274 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of June 30, 2025, we had cash of $1,111,375. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
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Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $25,000 per month for office space, utilities, and secretarial and administrative support, pursuant to the Administrative Services Agreement. These monthly fees will cease upon the completion of the initial Business Combination or our liquidation.
The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering, or $6,000,000, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination pursuant to the Underwriting Agreement.
Critical Accounting Estimates and Policies
The preparation of the unaudited condensed financial statements and related disclosures included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements included in this Report under Item 1. “Financial Statements”, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Ordinary Shares subject to possible conversion in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary Shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. Our Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheets included in this Report under Item 1. “Financial Statements”.
Net Income Per Ordinary Share
We have two classes of Ordinary Shares: Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of Ordinary Shares. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. We have not considered the effect of the Rights in the calculation of diluted net loss per share, if any, since their exercise is contingent upon future events. As a result, diluted net loss per Ordinary Shares is the same as basic net loss per Ordinary Share.
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Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07. The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by ASC 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted ASU 2023-07 on January 9, 2025 (inception).
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Not applicable.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our IPO Registration Statement. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.
There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.
Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the “tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.
Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target's business, and it may be costly or impractical for us to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.
We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post-Business Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to decline.
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We may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If we are unable to consummate our initial Business Combination on or before May 12, 2027, we may seek shareholder approval to extend the Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.
We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by May 8, 2028. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.
Our IPO Registration Statement was declared effective by the SEC on May 8, 2025 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until May 12, 2027 to consummate our initial Business Combination.
Under the Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.
Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to May 8, 2028 in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including:
| ● | making our securities appear to be less attractive to potential target companies than the securities of an exchange listed SPAC; |
| ● | limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | the possibility that our Class A Ordinary Shares would be deemed “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | limited news and analyst coverage; and |
| ● | decreased ability to issue additional securities or obtain additional financing in the future. |
In addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.
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The share price of the post-Business Combination company may be less than the Redemption Price (as defined below) of our Public Shares.
Each Public Unit sold in our Initial Public Offering at an offering price of $10.00 per Public Unit consisted of one Public Share and one Public Right. Of the proceeds we received from the Initial Public Offering and the Private Placement, $150,000 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.06 per Public Share as of June 30, 2024 (before taxes payable, if any, and such amount, the “Redemption Price”), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Public Share that they choose to redeem.
There can be no assurance that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination company for the Redemption Price, or any higher price. We have not, as yet, identified a target and are therefore unable to provide any assurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the post-Business Combination company may decline below the Redemption Price. In recent years, the share prices of many post-Business Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater than the Redemption Price.
Certain agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.
Certain of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Units Purchase Agreements and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we would not amend lock-up provisions to permit securities held by the Sponsor to be freely sold prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.
In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflict in the Middle East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession. A significant downturn in economic conditions may make it more difficult for us to consummate a Business Combination.
We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, operating results and our ability to consummate a Business Combination could be adversely affected.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 500,000 Private Placement Units to the Sponsor, CCM and Seaport in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,000,000. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and CCM and Seaport purchased 150,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
On May 12, 2025, we consummated our Initial Public Offering of 15,000,000 Public Units. Each Public Unit consists of one Public Share, and one Public Right, which grants the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the initial Business Combination. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $150,000,000. CCM and Seaport acted as book runners and representatives of the underwriters.
Simultaneously with the consummation of our Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 500,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, CCM and Seaport generating gross proceeds of $5,000,000.
Following the closing of our Initial Public Offering, a total of $150,000,000 comprised of the proceeds from the Initial Public Offering (which amount includes the Deferred Fee) and the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.
There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “
Additional Information
On June 3, 2025, the Board appointed Michelle Kley, age 53, as Chief Legal Officer and Corporate Secretary, with immediate effect. In connection with her appointment, Ms. Kley was granted an interest in the Sponsor representing 25,000 Founder Shares. The grant is governed by a Securities Transfer Agreement between Ms. Kley and the Sponsor. Ms. Kley also entered into the our standard form of Indemnity Agreement, which is attached hereto as Exhibit 10.6 of the Report.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| | |
No. |
| Description of Exhibit |
1.1 | | Underwriting Agreement, dated May 8, 2025, among the Company, CCM and Seaport, as representatives of the several underwriters. (1) |
3.1 | | Amended and Restated Memorandum and Articles of Association of the Company. (1) |
4.1 | | Share Rights Agreement, dated May 8, 2025, by and between the Company and Continental. (1) |
10.1 | | Investment Management Trust Agreement, dated May 8, 2025, by and between the Company and Continental. (1) |
10.2 | | Registration Rights Agreement, dated May 8, 2025, by and among the Company, the Sponsor, CCM and Seaport, as representatives of the several underwriters. (1) |
10.3 | | Private Placement Units Purchase Agreement, dated May 8, 2025, between the Company and the Sponsor. (1) |
10.4 | | Private Placement Units Purchase Agreement, dated May 8, 2025, between the Company, CCM and Seaport. (1) |
10.5 | | Letter Agreement, dated May 8, 2025, by and among the Company, Sponsor and each of the officers and directors of the Company. (1) |
10.6 | | Form of Indemnity Agreement. (1) |
10.7 | | Administrative Services Agreement, dated May 8, 2025, between the Company and Energy Growth Holdings LLC. (1) |
31.1 | | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | | Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
32.2 | | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
101.INS | | Inline XBRL Instance Document.* |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document.* |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document.* |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
104 | | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
* | Filed herewith. |
** | Furnished herewith. |
| (1) | Incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the SEC on May 14, 2025. |
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SIGNATURES
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 thereunto duly authorized.
Dated: August 8, 2025 | EGH ACQUISITION CORP. | |
| | |
| By: | /s/ Andrew B. Lipsher |
| Name: | Andrew B. Lipsher |
| Title: | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Dated: August 8, 2025 | By: | /s/ Vincent T. Cubbage |
| Name: | Vincent T. Cubbage |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer) |
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FAQ
What did EGHAU raise in its IPO and private placement?
How much is held in EGHAU's Trust Account and what is the per-share redemption value?
Does EGHAU currently generate operating revenue?
What were EGHAU's main sources of net income in the reporting period?
What material liabilities or fees should investors note for EGHAU?
How much cash does EGHAU have outside the Trust to fund operations?
