[Form 4] EGH Acquisition Corp. Unit Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: On 06/23/2025, EGH Sponsor LLC and its upstream entities (EGH Management LLC, Energy Growth Holdings LLC) along with executives Andrew B. Lipsher (CEO) and Vincent T. Cubbage (Chairman & CFO) forfeited and cancelled 750,000 Class B founder shares of EGH Acquisition Corp. (ticker EGHA).

The forfeiture occurred for no consideration because the underwriters’ over-allotment option associated with the SPAC’s IPO was not exercised. These Class B shares will automatically convert into Class A shares on a 1-for-1 basis at or before the initial business combination, subject to customary adjustments, but now 750,000 of those conversion rights no longer exist.

After the transaction, the reporting group’s beneficial ownership declined to 5,000,000 Class B shares, down from 5,750,000, representing a 13% reduction in founder share holdings. All shares continue to be held directly by EGH Sponsor LLC. Lipsher and Cubbage may be deemed beneficial owners through their control of the sponsor but disclaim ownership beyond their economic interest.

The filing is administrative; it does not involve cash proceeds, option exercises or 10b5-1 trading plans, and it is filed jointly by multiple insiders as required under Section 16.

Positive

• 750,000 founder shares cancelled lowers potential post-merger dilution for public shareholders by approximately 13%.

Negative

• None.

Insights

Financial Analyst

TL;DR: 750k founder shares cancelled, reducing potential dilution; modestly positive for public shareholders.

The cancellation trims the sponsor’s Class B position by 13%, taking it to 5.0 million. Because Class B shares convert 1-for-1 into Class A at the de-SPAC, fewer shares will now enter the public float, slightly lowering post-combination dilution. There is no cash impact and the SPAC’s trust size remains unchanged, so the manoeuvre is primarily capital-structure housekeeping prompted by the unexercised over-allotment. In my assessment the move is mildly favourable for outside investors but not materially transformative.

Corporate Governance Expert

TL;DR: Routine Section 16 update; confirms alignment of sponsor share count with IPO terms.

This filing fulfills the sponsor’s obligation to adjust founder share holdings when underwriters do not exercise their over-allotment. The joint signatures of Lipsher and Cubbage reinforce transparency of control relationships among EGH Sponsor LLC, EGH Management LLC and Energy Growth Holdings LLC. No 10b5-1 plan was used, and the disposition was for no consideration, so there are no insider-trading implications. Governance impact is neutral; investors should simply note the reduced founder stake.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EGH Sponsor LLC

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EGH Acquisition Corp. [ EGHA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	06/23/2025		J(2)			750,000(2)	(1)	(1)	Class A ordinary shares	750,000	(2)	5,000,000(3)	D(3)

1. Name and Address of Reporting Person^*

EGH Sponsor LLC

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EGH Management LLC

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Energy Growth Holdings LLC

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LIPSHER ANDREW B

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Cubbage Vincent T.

(Last) (First) (Middle)

7901 4TH STREET NORTH

SUITE NO. 12820

(Street)

ST. PETERSBURG FL 33702

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CFO

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-286583) of EGH Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. Forfeiture and cancellation of shares of Class B ordinary shares for no consideration because the underwriters' over-allotment option was not exercised.

3. EGH Sponsor LLC, our sponsor, is the record holder of such shares. The managing member of our sponsor is EGH Management LLC, and the managing member of EGH Management LLC is Energy Growth Holdings LLC. Mr. Andrew B. Lipsher, our Chief Executive Officer, and Mr. Vincent T. Cubbage, our Chairman and Chief Financial Officer, are the managing members of Energy Growth Holdings LLC, and hold voting and investment discretion with respect to the ordinary shares held of record by the sponsor. As such, Mr. Lipsher and Mr. Cubbage may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Lipsher and Mr. Cubbage disclaim any beneficial ownership except to the extent of their pecuniary interest therein.

	/s/ Andrew B. Lipsher, as authorized signer of EGH Sponsor LLC	06/25/2025
	/s/ Andrew B. Lipsher, as authorized signer of managing member of EGH Management LLC	06/25/2025
	/s/ Andrew B. Lipsher, as managing member of Energy Growth Holdings LLC	06/25/2025
	/s/ Andrew B. Lipsher**	06/25/2025
	/s/ Vincent T. Cubbage**	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Why did EGH Sponsor LLC cancel 750,000 Class B shares of EGHA?

The shares were forfeited because the IPO underwriters did not exercise their over-allotment option, triggering automatic cancellation per the SPAC’s S-1.

How many Class B shares does the sponsor now own after the Form 4 filing?

Following the transaction, the sponsor beneficially owns 5,000,000 Class B shares.

Does the forfeiture involve any cash proceeds or 10b5-1 trading plan?

No. The shares were cancelled for no consideration, and the filing notes no Rule 10b5-1 plan was used.

What is the conversion feature of EGHA Class B founder shares?

Each Class B share automatically converts into one Class A share at or before the initial business combination, subject to specified adjustments.

Who ultimately controls the cancelled and remaining founder shares of EGHA?

EGH Sponsor LLC holds the shares; through control of upstream entities, Andrew B. Lipsher and Vincent T. Cubbage may be deemed beneficial owners.