EGH Acquisition Corp. (EGHA)

The company is a blank check company (a special purpose acquisition company) incorporated in the Cayman Islands on January 9, 2025, formed to effect a merger, share exchange, asset acquisition or similar business combination with one or more businesses. It may pursue a target in any business or industry. To date its activities have been limited to organizational matters, its initial public offering, and searching for and negotiating a business combination, including the pending Hecate transaction. It has generated no operating revenues and does not expect to until a business combination closes.

The company has no operating segments, products or services. Its initial public offering closed on May 12, 2025, with 15,000,000 units sold at $10.00 each for gross proceeds of $150,000,000. Each unit consists of one public share and one right to receive one-tenth of one Class A ordinary share upon a business combination. The underwriters' over-allotment option expired unexercised. Concurrently, the company sold 500,000 private placement units for $5,000,000, 350,000 to its sponsor and 150,000 to the representatives. A total of $150,000,000 was placed in a trust account held by Continental as trustee.

On January 21, 2026, the company entered into a business combination agreement with Hecate and related parties, approved unanimously by its board and the boards of managers of the Hecate parties. The deal values the Parent Hecate Units at $1.2 billion less Hecate's net indebtedness. It provides for public shareholder redemptions, conversion of share classes, and domestication from the Cayman Islands to Delaware, with a name change chosen by Hecate. The company would contribute its assets to Hecate and become a publicly listed holding company in an "Up-C" structure, with Hecate and its subsidiaries holding and operating substantially all assets and business. Closing conditions include shareholder approval, an effective registration statement, listing on a major exchange, and at least $50.0 million of trust proceeds after redemptions. The board after closing would have seven directors, six designated by Hecate and one by the sponsor. Closing is expected in the third quarter of 2026. The text does not describe Hecate's business, customers or markets.

The company has no operations, suppliers, manufacturing or competitors described in the text. Its shares are listed on Nasdaq. It must complete a business combination by May 12, 2027, 24 months after its IPO, unless the board approves an earlier liquidation date or shareholders approve an extension. Otherwise it will cease to exist and distribute the trust account to public shareholders. Nasdaq rules also require completion within 36 months of the IPO. The headquarters location is not stated.