EGH Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures 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 December 31, 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. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “ Rule 10b5-1 trading arrangement” or any “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. ​ 51 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position Vincent T. Cubbage 61 Executive Chairman, Chief Financial Officer and Director Andrew B. Lipsher 59 Chief Executive Officer and Director Michelle Kley 54 Chief Legal Officer and Corporate Secretary Stephen S. Pang 44 Independent Director David Elisofon 55 Independent Director Kathy Savitt 62 Independent Director ​ The experience of our directors and executive officers is as follows: Vincent T. Cubbage has served as our Executive Chairman, Chief Financial Officer and as a director since inception. In October 2023, Mr. Cubbage co-founded Energy Growth Holdings LLC and serves as its managing partner. From February 2021 to September 2024, Mr. Cubbage co-founded and served as Chief Executive Officer of Tortoise Acquisition III, a blank check company that raised $345 million in its July 2021 initial public offering. Mr. Cubbage also served as Chairman of its Board from July 2021 to July 2024. Beginning in July 2020, he also served as Chief Executive Officer, President and Chairman of the Board of Tortoise Acquisition II which raised $345 million in its initial public offering in September 2020, and served on the board of directors of the combined entity following the closing of its Business Combination with Volta in August 2021. He also played a key role in the eventual sale of Volta to Shell, which closed in March 2023. From November 2018 to September 2020, Mr. Cubbage also co-founded and served as Chief Executive Officer, President and Chairman of the Board of Tortoise Acquisition I which raised $233 million in its initial public offering in March 2019 and continues to serve on the board of directors of Hyliion Holdings Corp. following the closing of Tortoise Acquisition I’s Business Combination with Hyliion. In 2006, Mr. Cubbage founded private equity firm Lightfoot Capital Partners LP (together with its general partner, “Lightfoot Capital”) and served as its Chief Executive Officer and Managing Partner from 2007 to 2018. Mr. Cubbage also served as the Chief Executive Officer and Chairman of the Board of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX) (together with its general partner, “Arc Logistics”), a portfolio company formed by Lightfoot Capital in 2007 and sold in 2017. Prior to founding Lightfoot Capital, from 1994 to 2006 Mr. Cubbage was an investment banker and, among other positions, was a Senior Managing Director and sector head in the Investment Banking Division of Banc of America Securities. Before joining Banc of America Securities, Mr. Cubbage was a Vice President at Salomon Smith Barney in the Global Energy and Power Group where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. from Eastern Washington University. We believe Mr. Cubbage’s extensive knowledge of the energy industry, as well as his substantial business, leadership and management experience, including serving on the board of directors of publicly traded companies, brings important and valuable skills to our Board of Directors. 52 Table of Contents Andrew B. Lipsher has served as our Chief Executive Officer and a director since inception. Mr. Lipsher has over thirty years of experience in the energy transition, media and entertainment, digital media, and technology industries. In October 2023, Mr. Lipsher co-founded Energy Growth Holdings LLC and serves as its managing partner. From July 2023 to September 2024 Mr. Lipsher served as a member of the Board of Directors at Tortoise Acquisition Corp. III (NYSE: TRTL). Previously, commencing in July 2016 Mr. Lipsher was the Chief Development Officer of Volta, Inc., and over the last year, worked directly with the Interim CEO leading the company through a challenging transition and helped lead its sale to Shell in March 2023. Mr. Lipsher primarily focused on capital markets and financing activities as well as finance, cost cutting and strategic priorities. Prior to June of 2022, Mr. Lipsher served as the Chief Strategy Officer (from July 2016 to May 2022) and the Chief Revenue Officer (from July 2016 to November 2020) for Volta overseeing the growth and development of the media business as well as leading high-level strategy and initiatives, M&A and partnerships. Prior to joining Volta, from April 2015 to February 2016. Mr. Lipsher served as the Chief Revenue Officer at Glamsquad (a venture backed services business) and previously held senior executive and leadership roles at Clear Channel Media Holdings (Senior Vice President, Corporate Development), Interscope Geffen A&M Records (Head of M&A, Corporate Development and Operations), News Corporation (Group Senior Vice President of Corporate Development), BMG Entertainment (Senior Vice President of Worldwide Corporate Development), and the Warner Music Group. Mr. Lipsher was also a partner at Greycroft Partners, a venture capital firm and Maroley Media Group (media and digital media private equity). Mr. Lipsher began his career as one of the founders of the New Haven Brewing Company. Mr. Lipsher graduated with a B.A. in History from Yale University and received his MBA in finance from Northwestern’s Kellogg Graduate School of Management. We believe Mr. Lipsher is qualified to serve as a director of our Company due to his experience with public companies and capital markets. Michelle Kley has served as our Chief Legal Officer and Corporate Secretary since June 2025. Ms. Kley has over 20 years of legal experience, and most recently from July 2022 to March 2023 served as Executive Vice President, Chief Legal Officer, and Corporate Secretary of Volta, Inc., an electric vehicle charging and media company. From December 2019 to July 2022 Ms. Kley served as Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Virgin Galactic Holdings, Inc. (NYSE: SPCE). Prior to that, Ms. Kley served as Senior Vice President, Chief Legal and Compliance Officer and Secretary of Maxar Technologies Inc. (NYSE: MAXR, TSX: MAXR). Prior to Maxar, Ms. Kley worked as an associate for law firms Wilson Sonsini Goodrich & Rosati and Morrison & Foerster LLP. Ms. Kley holds a J.D. degree from the University of California Berkeley Law School and B.A. in Psychology from Sonoma State University. Stephen S. Pang, who has served as a director and the Chairman of the Audit Committee since May 2025, currently serves as the Chief Financial Officer of AirJoule Technologies Corporation, a publicly traded (NASDAQ:AIRJ) and portfolio company of Transition Equity Partners. Mr. Pang served on the board of directors and was a member of the audit committee of Hyliion Holdings Corp. (NYSE: HYLN) from October 2020 to February 2024. Mr. Pang previously served as Managing Director and Portfolio Manager at Tortoise Capital Advisors from 2014 – 2024 and was responsible for Tortoise’s public and private direct investments across its energy strategies. While at Tortoise, Mr. Pang was founding member of the Tortoise Permanent Capital SPAC Vehicles and served as director and the Chief Financial Officer and President of TortoiseEcofin Acquisition Corp. III., director and Chief Financial Officer of Tortoise Acquisition II, and director of Tortoise Acquisition I from the completion of its initial public offering in March 2019, and as Chief Financial Officer from January 2020, to the completion of its initial Business Combination on October 1, 2020. Prior to joining Tortoise in 2014, Mr. Pang was a director in Credit Suisse Securities (USA) LLC’s Equity Capital Markets Group. Before joining Credit Suisse Securities (USA) LLC in 2012, he spent eight years in Citigroup Global Markets Inc.’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang received a B.S. in Business Administration from the University of Richmond and is a CFA charterholder. We believe Mr. Pang’s extensive background in capital markets, finance, investing, and operating experience in the energy industry brings important and valuable skills to our Board of Directors. David Elisofon, who has served as a director since May 2025, has over thirty years’ experience as an investor and operator (CFO). Elisofon was CFO of Volta Inc, where he was instrumental in leading Series A through C equity financings as well as multiple rounds of venture and other debt financings. He has also served on the advisory boards of both public and private market investment funds. In addition, he is an active angel investor and strategic advisor to startups. After beginning his career at Goldman Sachs and returning to Goldman to be a founding member of the Asian Equities Arbitrage proprietary investing team, he served in multiple investing roles across the hedge fund and mutual industries. After founding his own hedge fund, he was a partner and portfolio manager at Indus Capital, a global hedge fund group. We believe Mr. Elisofon is qualified to serve as a director of our Company due to his experience with public companies and capital markets. 53 Table of Contents Kathy Savitt , who has served as a director and the Chairman of the Compensation Committee since May 2025, has extensive senior executive operating experience, as well as public and private board roles across a variety of industries. Her professional experience includes serving as Chief Executive Officer of Curology, a personalized skincare company, since June 2025 and Co-Founder and General Partner of Perch Partners, a strategic growth and marketing firm since 2016. She also served as past President and Chief Business Officer of Boom Supersonic, a private designer of supersonic airliners, from 2020 to 2024, Chief Marketing and Media Officer at Yahoo (NYSE: AABA) from 2012 to 2015 and holding senior leadership marketing roles at Amazon (NASDAQ: AMZN) from 2002 to 2006, and American Eagle Outfitters (NYSE: AEO) from 2006 to 2009. Prior to this, she served as Founder and Chief Executive Officer of Lockerz, an international social commerce website and as Co-Founder and President at MWW/Savitt (part of the MWW Group, a public relations firm). Her board experience includes serving as a director for Bleichroeder Acquisition Corp., (NASDAQ: BACQ), a director of Bleichroeder Acquisition Corp. II (NASDAQ: BBCQ), Chairperson for Volta Charging (NYSE: VLTA) from 2019 to 2023 (where she served as lead independent director upon the company’s going public and then as Chairperson until its company’s sale in 2023) and as a board member for Alaska Airlines (NYSE: ALK) from 2014 to 2017, and Build-A-Bear Workshop (NYSE: BBW) from 2009 to 2011. Ms. Savitt holds a Bachelor of Arts from Cornell University. We believe Ms. Savitt is well-qualified to serve as a director of our Company due to her extensive public and private company experience across a variety of industries. Family Relationships There are no family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Special Advisor Vikas Mittal serves as a Special Advisor and board observer to our Company. He is the Managing Member and Chief Investment Officer of Meteora Capital, an investment adviser specializing in SPAC-related investments. Meteora Capital’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC Business Combination process. Meteora Capital is expected to provide resources including a network of relationships, an extensive SPAC knowledge base and expertise in the Business Combination process. Meteora Capital’s ability to invest across the entire SPAC capital structure (risk capital, primary market, secondary market, PIPEs, convertible notes and other special situations) has created an end-to-end platform and partner to SPAC Sponsors. Meteora is expected to be involved in sourcing and diligencing potential target companies. Meteora Capital is a member of EGH Management LLC, the managing member of our Sponsor. Our Special Advisor assists our Management Team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of the Initial Public Offering. However, unlike our Management Team, our Special Advisor is not responsible for managing our day-to-day affairs and has no authority to engage in substantive discussions with Business Combination targets on our behalf. 54 Table of Contents Number and Terms of Office of Officers and Directors Our Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders, voting together as a single class. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Elisofon will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Mr. Pang and Ms. Savitt will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Cubbage and Mr. Lipsher, will expire at the third annual general meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Audit Committee Our Board of Directors has established the Audit Committee of the Board of Directors. Ms. Savitt and Messrs. Pang and Elisofon serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Ms. Savitt and Messrs. Pang and Elisofon are each independent. Mr. Pang serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Pang qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; 55 Table of Contents ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, a supplementally, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Our Board of Directors has established the Compensation Committee of the Board of Directors. The members of our Compensation Committee are Ms. Savitt and Messrs. Pang and Elisofon. Ms. Savitt serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Ms. Savitt and Messrs. Pang and Elisofon are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our c Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; 56 Table of Contents ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605I(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Ms. Savitt and Messrs. Pang and Elisofon. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies On May 8, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. 57 Table of Contents Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, are paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $25,000 per month pursuant to the Administrative Services Agreement; ● Payment of consulting, success or finder fees to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans; and ● Our independent directors and Chief Legal Officer have each received, for their services to our Company, an indirect interest in 25,000 Founder Shares through membership interests in our Sponsor. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination, such as the Hecate Registration Statement. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers is determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 58 Table of Contents For more information on the employment agreements entered into in connection with the Hecate Business Combination, see Item 1. “Business” and the Hecate Registration Statement, once filed. Compensation Recovery and Clawback Policy On May 8, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 20, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 20,500,00 Ordinary Shares, consisting of (i) 15,500,000 Class A Ordinary Shares and (ii) 5,000,000 Class B Ordinary Shares, issued and outstanding as of March 20, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Rights as these Rights are not exercisable within 60 days of the date of this Report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ Class B Ordinary Shares ​ ​ ​ Approximate ​ ​ Number of ​ ​ ​ Number of ​ ​ ​ Percentage ​ ​ Shares ​ Approximate ​ Shares ​ Approximate ​ of Total ​ ​ Beneficially ​ Percentage ​ Beneficially ​ Percentage ​ Outstanding Name and Address of Beneficial Owner (1) ​ ​ ​ Owned ​ ​ ​ of Class ​ ​ ​ Owned (2) ​ ​ ​ of Class ​ ​ ​ Ordinary Shares EGH Sponsor LLC (3) 350,000 2.58 % 5,000,000 100 % 26.10 % Vincent T. Cubbage (3) 350,000 2.58 % 5,000,000 100 % 26.10 % Andrew B. Lipsher (3) 350,000 2.58 % 5,000,000 100 % 26.10 % Michelle Kley (3)(4) — — — — — ​ Stephen Pang (3)(5) — — — — — ​ David Elisofon (3)(5) — — — — — ​ Kathy Savitt (3)(5) — — — — — ​ All officers and directors as a group (5 persons) 350,000 2.58 % 5,000,000 100 % 26.10 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other 5% Shareholders ​ ​ ​ ​ ​ ​ Linden Parties (6) 1,500,000 9.68 % — — 7.32 % Tenor Parties (7) 1,208,655 7.80 % — — 5.90 % AQR Parties (8) 893,685 5.77 % — — 4.36 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o EGH Acquisition Corp., 7901 4 th Street North Suite No. 12820, St. Petersburg, Florida 33702. 59 Table of Contents (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) EGH Sponsor LLC, our Sponsor, is the record holder of 5,000,000 Founder Shares. EGH Management LLC is the sole managing member of our Sponsor, and its managing member is Energy Growth Holdings, LLC. Mr. Vincent T. Cubbage and Mr. Andrew B. Lipsher are the sole managing members of Energy Growth Holdings LLC and, as a result, hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Vincent T. Cubbage and Andrew B. Lipsher disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of their pecuniary interest therein, directly or indirectly. All of our officers, directors and our Special Advisor are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported Ordinary Shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) Does not include indirect interest as a member of the Sponsor, EGH Sponsor LLC. On April 11, 2025, the Sponsor granted a membership interest equivalent to 10,000 Founder Shares to one of our service providers in exchange for their service as our service provider. On June 3, 2025, the Sponsor granted a membership interest equivalent to 25,000 Founder Shares to our Chief Legal Officer in exchange for her service as an officer through the initial Business Combination. On August 28, 2025, EGH Management LLC, as the sole managing member of our Sponsor, granted a membership interest equivalent to 7,500 Founder Shares to a consultant for services provided to us. (5) Does not include indirect interest as a member of the Sponsor, EGH Sponsor LLC. On April 8, 2025, the Sponsor granted membership interests equivalent to an aggregate of 75,000 Founder Shares (25,000 Founder Shares each) to our independent directors in exchange for their services as independent directors through the initial Business Combination. (6) According to a Schedule 13G/A filed with the SEC on November 14, 2024 by (i) Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”), (iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”) and (v) Siu Min (Joe) Wong (“Mr. Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”). The Public Shares reported therein are held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Public Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Public Shares held by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. (7) According to a Schedule 13G filed with the SEC on January 29, 2026 by (i) Tenor Capital Management Company, L.P., a Delaware limited partnership (“Tenor Capital”), (ii) Tenor Opportunity Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”) and (iii) Robin Shah, a citizen of the United States (“Mr. Shah”, and collectively with Tenor Capital and the Master Fund, the “Tenor Parties”). The Public Shares reported therein are held by the Master Fund. Tenor Capital serves as the investment manager to the Master Fund. Mr. Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. The principal business address of each of the Tenor Parties is 810 Seventh Avenue, Suite 1905, New York, New York 10019. (8) According to a Schedule 13G/A filed with the SEC on November 14, 2024 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“AQR Arbitrage”, collectively with AQR Capital and AQR Holdings, the “AQR Parties”). The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut 06830. Securities Authorized for Issuance under Equity Compensation Plans None. 60 Table of Contents Changes in Control None. For more information on the Hecate Business Combination, please see Item 1. “Business” and the Hecate Registration Statement, once filed. Item 13. Certain Relationships and Related Transactions, and Director Independence. On January 9, 2025, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in the Initial Public Offering in exchange for 5,750,000 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). On June 26, 2025, the Over-Allotment Option expired unexercised. 750,000 of the Founder Shares were surrendered for no consideration when the Over-Allotment Option expired. Simultaneously with the closing of the 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 to our Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $5,000,000. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and the Representatives purchased 150,000 Private Placement Units. The Private Placement Units are identical to the Public Units except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the underlying securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) are entitled to registration. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Commencing on May 12, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $25,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. Per the Administrative Services Agreement, it is at our option as to whether or not to pay this administrative fee. For the period from January 9, 2025 (inception) through December 31, 2025, we incurred $200,000 in fees for these services pursuant to the Administrative Services Agreement. For the period January 9, 2025 (inception) through December 31, 2025, the Sponsor incurred $81 expenses on our behalf. The $81 was included in “Due to Sponsor” in the balance sheet of the financial statements included elsewhere in this Report. This $81 is due on demand. For the period January 9, 2025 (inception) through December 31, 2025, we paid $1,560 in expenses on behalf of the Sponsor. As of December 31, 2025, the $1,560 has been fully collected. Prior to the closing of our Initial Public Offering, an affiliate of our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $108,352 was fully repaid upon the consummation of our Initial Public Offering on May 12, 2025. No additional borrowing is available under the IPO Promissory Note. 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 will 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 (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans. 61 Table of Contents Any of the foregoing payments to our Sponsor, including repayments pursuant to the IPO Promissory Note issued to our Sponsor or repayments of any Working Capital Loans prior to our initial Business Combination, have been and will continue to be made using funds held outside the Trust Account. We have until the end of the Combination Period to consummate an initial Business Combination, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to further extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity 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, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders, such as the Hecate Registration Statement. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. The holders of (i) the Founder Shares, (ii) the Private Placement Units, and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, the Representatives may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers and a certain advisor have also entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. For more information on the agreements entered into in connection with the Hecate Business Combination, see Item 1. “Business” and the Hecate Registration Statement, once filed. 62 Table of Contents Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Stephen Pang, David Elisofon and Kathy Savitt are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. ​ The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from January 9, 2025 (inception) through December 31, 2025 totaled approximately $127,400. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from January 9, 2025 (inception) through December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from January 9, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from January 9, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 63 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statement: ​ Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period January 9, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period January 9, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period January 9, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statement F-7 to F-22 ​ (2) Financial Statement Schedules ​ All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits ​ We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. ​ Omitted at our Company’s option. ​ ​ 64 Table of Contents EGH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2 Financial Statement: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period January 9, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period January 9, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period January 9, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statement F-7 to F-22 ​ ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of EGH Acquisition Corp.: Opinion on the Financial Statement We have audited the accompanying balance sheet of EGH Acquisition Corp. (the “Company”) as of December 31, 2025 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 9, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 9, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations. The Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of one year after the date the accompanying financial statements were issued. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2025. New York, New York March 20, 2026 PCAOB ID Number 100 ​ ​ ​ ​ ​ F-2 Table of Contents EGH ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Current Assets ​ ​ ​ Cash ​ $ 777,703 Prepaid expenses ​ ​ 91,203 Total current assets ​ ​ 868,906 Long-term prepaid insurance ​ ​ 30,766 Marketable securities held in Trust Account ​ ​ 153,867,836 TOTAL ASSETS ​ $ 154,767,508 ​ ​ ​ ​ LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 10,207 Accrued offering costs ​ 85,000 Due to Sponsor ​ ​ 81 Total current liabilities ​ ​ 95,288 Deferred Fee payable ​ ​ 6,000,000 TOTAL LIABILITIES ​ 6,095,288 ​ ​ ​ ​ Commitments ​ ​ Class A Ordinary Shares subject to possible redemption, 15,000,000 shares at a redemption value of $ 10.26 per share ​ ​ 153,867,836 SHAREHOLDERS’ DEFICIT ​ ​ Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2025 ​ — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 500,000 shares issued and outstanding, excluding 15,000,000 shares subject to possible redemption ​ 50 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding ​ 500 Additional paid-in capital ​ — Accumulated deficit ​ ( 5,196,166 ) TOTAL SHAREHOLDERS’ DEFICIT ​ ( 5,195,616 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT ​ $ 154,767,508 ​ The accompanying notes are an integral part of this financial statement. ​ F-3 Table of Contents EGH ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 ​ ​ ​ ​ ​ General and administrative expenses ​ ​ ​ $ 653,103 Loss from operations ​ ( 653,103 ) ​ ​ ​ ​ Other income: ​ ​ ​ Gain on expiration of Over-Allotment Option liability ​ ​ 159,084 Interest earned on marketable securities held in Trust Account ​ ​ 3,867,836 Total other income ​ ​ 4,026,920 ​ ​ ​ ​ Net income ​ $ 3,373,817 ​ ​ ​ ​ Weighted average shares outstanding of Class A Ordinary Shares, basic and diluted ​ 10,144,663 ​ ​ ​ ​ Basic and diluted net income per Ordinary Share, Class A Ordinary Shares ​ $ 0.22 ​ ​ ​ ​ Weighted average shares outstanding of Class B Ordinary Shares, basic and diluted ​ ​ 5,000,000 ​ ​ ​ ​ Basic and diluted net income per Ordinary Share, Class B Ordinary Shares ​ $ 0.22 ​ The accompanying notes are an integral part of this financial statement. ​ F-4 Table of Contents EGH ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ Class B ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Ordinary Shares ​ Ordinary Shares ​ Paid-in ​ Accumulated ​ Shareholders’ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Deficit Balance as of January 9, 2025 (inception) — ​ $ — — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Class B Ordinary Shares to Sponsor — ​ — 5,750,000 ​ 575 ​ 24,425 ​ — ​ 25,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sale of 500,000 Private Placement Units ​ 500,000 ​ ​ 50 ​ — ​ ​ — ​ ​ 4,999,950 ​ ​ — ​ ​ 5,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value of Public Rights ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,220,000 ​ ​ — ​ ​ 2,220,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of transaction costs to Private Placement Units and Public Rights ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 169,762 ) ​ ​ — ​ ​ ( 169,762 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forfeiture of Founder Shares ​ — ​ ​ — ​ ( 750,000 ) ​ ​ ( 75 ) ​ ​ 75 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accretion for Class A Ordinary Shares to redemption amount ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 7,074,688 ) ​ ​ ( 8,569,983 ) ​ ​ ( 15,644,671 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 3,373,817 ​ ​ 3,373,817 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2025 500,000 ​ $ 50 5,000,000 ​ $ 500 ​ $ — ​ $ ( 5,196,166 ) ​ $ ( 5,195,616 ) ​ The accompanying notes are an integral part of this financial statement. ​ F-5 Table of Contents EGH ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 ​ ​ ​ ​ ​ Cash Flows from Operating Activities: ​ ​ ​ ​ ​ Net income ​ $ 3,373,817 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 ​ 10,420 Payment of operating costs through IPO Promissory Note ​ ​ 34,919 Interest earned on marketable securities held in Trust Account ​ ​ ( 3,867,836 ) Gain on expiration of Over-Allotment Option liability ​ ​ ( 159,084 ) Changes in operating assets and liabilities: ​ ​ Prepaid expenses ​ ​ ( 91,203 ) Due to Sponsor ​ ​ 81 Long-term prepaid insurance ​ ​ ( 30,766 ) Accounts payable ​ ​ 10,207 Net cash used in operating activities ​ ( 719,445 ) ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ Investment of cash into Trust Account ​ ​ ( 150,000,000 ) Net cash used in investing activities ​ ​ ( 150,000,000 ) ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ ​ Proceeds from sale of Public Units, net of underwriting discounts paid ​ ​ 147,000,000 Proceeds from sale of Private Placement Units ​ ​ 5,000,000 Repayment of IPO Promissory Note - related party ​ ​ ( 108,352 ) Payment of offering costs ​ ​ ( 394,500 ) Net cash provided by financing activities ​ ​ 151,497,148 ​ ​ ​ ​ ​ ​ ​ ​ Net Change in Cash ​ 777,703 Cash – Beginning of period ​ — Cash – End of period ​ $ 777,703 ​ ​ ​ ​ Non-Cash investing and financing activities: ​ ​ Offering costs included in accrued offering costs ​ $ 85,000 Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares ​ $ 25,000 Deferred offering costs paid through IPO Promissory Note – related party ​ $ 73,433 Deferred Fee payable ​ $ 6,000,000 Forfeiture of Founder Shares ​ $ 75 ​ The accompanying notes are an integral part of this financial statement. ​ ​ F-6 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 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”). As of December 31, 2025, the Company had 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 December 31, 2025, the Company had not commenced any operations. All activity for the period from January 9, 2025 (inception) through December 31, 2025 relates to the Company’s formation, its Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the 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 15,000,000 units (the “Public Units”) at $ 10.00 per Public Unit, generating gross proceeds of $ 150,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one -tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Public Rights”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 500,000 units (the “Private Placement Units” and together with the Public Units, the “Units”), to the Sponsor and Cohen & Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), a representative of the several underwriters of the Initial Public Offering (the “Underwriters”) and Seaport Global Securities LLC (“Seaport”, and together with CCM, the “Representatives”), a representative of the Underwriters, at a price of $ 10.00 per Private Placement Unit, or $ 5,000,000 in the aggregate (the “Private Placement”), as discussed in Note 4. Of the 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and the Representatives purchased 150,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one right to receive one -tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Private Placement Rights”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 9,567,513 , consisting of $ 3,000,000 of cash underwriting fee, $ 6,000,000 of Deferred Fee (as defined in Note 6), and $ 567,513 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee held and taxes payable on the income earned on the Trust Account, if any) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully consummate a Business Combination. F-7 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 Upon the closing of the Initial Public Offering on May 12, 2025, an amount of $ 150,000,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement are held in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account are initially to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Company’s management team’s (“Management”) ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental 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. Except with respect to amounts withdrawn to pay taxes, other than excise taxes, if any, the proceeds from the Initial Public Offering and the portion of proceeds from the Private Placement deposited into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by May 12, 2027, or such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (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 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). 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 December 31, 2025 was $ 10.26 . The Public Shares subject to possible 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 has only the duration of the Combination Period to complete the initial Business Combination. 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 $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F-8 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 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 obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. 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) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor will be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern 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 $ 300,000 (see Note 5). At December 31, 2025, the Company had cash of $ 777,703 and working capital surplus of $ 773,618 . In order to fund working capital deficiencies or 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such Working Capital Loans at that time. 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. As of December 31, 2025, no such Working Capital Loans were outstanding. 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,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. F-9 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements were issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company 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 accompanying financial statements with another public company that is neither (i) an emerging growth company nor (ii) 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 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 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 financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $ 777,703 and did no t have any cash equivalents as of December 31, 2025. F-10 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 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 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities, which are presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2025, the assets held in the Trust Account of approximately $ 153,867,836 were held in money market funds. 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 FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs - SEC Materials”, 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 and Private Placement Units were charged to shareholders’ deficit. After Management’s evaluation, the Public Rights included in the Public Units were accounted for under equity treatment. ​ F-11 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 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 to modify (i) the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Public Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ ​ ​ $ 150,000,000 Less: ​ ​ Proceeds allocated to Public Rights ​ ( 2,220,000 ) Proceeds allocated to Over-Allotment Option liability ​ ( 159,084 ) Public Shares issuance costs ​ ( 9,397,751 ) Plus: ​ ​ Accretion of carrying value to redemption value ​ 15,644,671 Class A Ordinary Shares subject to possible redemption, December 31, 2025 ​ ​ 153,867,836 ​ 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 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 statements 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 December 31, 2025, there were no unrecognized tax benefits, and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 zero for the periods presented. F-12 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 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 accompanying 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 accompanying 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 Over-Allotment Option 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 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 (as defined in Note 5). 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 ​ ​ January 9, 2025 (Inception) ​ ​ through December 31, ​ ​ 2025 ​ ​ ​ ​ Class A ​ ​ ​ Class B Basic net income per Ordinary Share ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 2,259,954 ​ $ 1,113,863 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic weighted average Ordinary Shares outstanding ​ 10,144,663 ​ 5,000,000 Basic net income per Ordinary Share ​ $ 0.22 ​ $ 0.22 ​ ​ F-13 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ January 9, 2025 (Inception) ​ ​ through December 31, ​ ​ 2025 ​ ​ ​ ​ Class A ​ ​ ​ Class B Diluted net income per Ordinary Share ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 2,259,954 ​ $ 1,113,863 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Diluted weighted average Ordinary Shares outstanding ​ 10,144,663 ​ 5,000,000 Diluted net income per Ordinary Share ​ $ 0.22 ​ $ 0.22 ​ 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 are 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 there are any other recently issued, but not effective, accounting standards, which if currently adopted, would have a material effect on the accompanying financial statements. NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering on May 12, 2025, the Company sold 15,000,000 Public Units, at a purchase price of $ 10.00 per Public Unit. Each Public Unit that the Company and consists of one Public Share and one Public Right. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Representatives purchased an aggregate of 500,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, for an aggregate purchase price of $ 5,000,000 . Each Private Placement Units consists of (i) one Private Placement Share and (ii) one Private Placement Right, which grants the holder the right to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private placement Units and the Representatives purchased 150,000 Private Placement Units. The Private Placement Units are identical to the units sold in the Initial Public Offering, subject to certain limited exceptions. If the Business Combination is not completed within the Combination Period, the net proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). F-14 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 9, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B ordinary shares of the Company, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor (such shares, the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent that the Over-Allotment Option was not exercised, if at all. On June 26, 2025, upon the expiration of the 45-day period without the Underwriters exercising the Over-Allotment Option, 750,000 Founder Shares were forfeited by the Sponsor. On April 8, 2025, the Sponsor granted membership interests equivalent to an aggregate of 75,000 Founder Shares ( 25,000 Founder Shares each) to the three independent directors of the Company in exchange for their services as independent directors through the initial Business Combination. On April 11, 2025, the Sponsor granted a membership interest equivalent to 10,000 Founder Shares to a service provider of the Company in exchange for their service as service provider of the Company. On June 3, 2025, the Sponsor granted a membership interest equivalent to 25,000 Founder Shares to an officer of the Company in exchange for their service as an officer through the initial Business Combination. On August 28, 2025, EGH Management LLC, as the sole managing member of the Sponsor, granted a membership interest equivalent to 7,500 Founder Shares to a consultant for services provided to the Company subject to the terms of the Share Transfer Agreement (as defined in Note 6). The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests is no longer serving the Company prior to the initial Business Combination. 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, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 75,000 Founder Shares represented by such membership interests assigned to the three independent directors of the Company on April 8, 2025, was $ 110,475 or $ 1.473 per Founder Share. The total fair value of the 10,000 Founder Shares represented by such membership interests assigned to the service provider of the Company on April 11, 2025 was $ 14,730 or $ 1.473 per Founder Share. The total fair value of the 25,000 Founder Shares represented by such membership interests assigned to the officer of the Company on June 3, 2025, was $ 36,825 or $ 1.473 per Founder Share. The Company established the initial fair value Founder Shares on April 8, 2025, the date of the first grant agreement, using a calculation prepared by a third-party valuation team that takes into consideration the market adjustment of 15.0 %, a risk free rate of 4.27 % and a share price of $ 9.85 . The membership interests were assigned subject to a performance condition (i.e., providing services through the Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per Founder Share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. 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 5); (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 one - for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors and (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F-15 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 Pursuant to the Letter Agreement, holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s holders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. IPO Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering. Upon the closing of the Initial Public Offering the Company had repaid $ 108,352 , and no amounts remain outstanding under the IPO Promissory Note. Borrowings under the IPO Promissory Note are no longer available. Due to Sponsor During the period January 9, 2025 (inception) through December 31, 2025, the Sponsor incurred $ 81 expenses on behalf of the Company (the “Amount Due”). As of December 31, 2025, $ 81 was included in due to Sponsor in the accompanying balance sheet. The Amount Due is due on demand. Due from Sponsor For the period January 9, 2025 (inception) through December 31, 2025, the Company paid $ 1,560 in expenses on behalf of the Sponsor. As of December 31, 2025, the $ 1,560 has been fully collected. 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 $ 25,000 per month for office space, utilities, and secretarial and administrative support (the “Administrative Services Agreement”). These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the period from January 9, 2025 (inception) through December 31, 2025, the Company incurred and paid $ 200,000 in fees for these services pursuant to the Administrative Services Agreement. Contingent Fees In April 2025, June 2025 and August 2025, the Sponsor entered into agreements with an officer and a service providers. Pursuant to such agreements, in the event the Company successfully completes an initial 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 providers’ agreements, in the event the Company successfully completes an initial Business Combination, the Company will pay the service provider a $ 50,000 bonus. F-16 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 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 will 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 $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. As of December 31, 2025, no such Working Capital Loans were outstanding. 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 Agreement The holders of the (i) Founder Shares, (ii) Private Placement Units (and their component 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 the 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. The Representatives 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, the Representatives 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. Underwriting Agreement The Underwriters had a 45 -day option from May 12, 2025, the date of the Initial Public Offering to purchase up to an additional 2,250,000 units to cover over-allotments at the Initial Public Offering price less the underwriting discounts (the “Over-Allotment Option”). On June 26, 2025, the Over-Allotment Option expired unexercised. The Underwriters were entitled to a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 3,000,000 , which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting fee 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 underwriting discount shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination (the “Deferred Fee”). ​ F-17 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 Consulting and Share Transfer Agreements ​ On August 28, 2025, the Company entered into a Consulting Agreement with an independent contractor (the “Consultant”) to perform certain consulting services for the Company related to a specific Business Combination target (the “Consulting Agreement”). Additionally on August 28, 2025, EGH Management LLC, the sole managing member of the Sponsor, entered into a Share Transfer Agreement with the Consultant (the “Share Transfer Agreement”). Pursuant to the Share Transfer Agreement, EGH Management LLC granted a membership interest equivalent to 7,500 Founder Shares to the Consultant for services provided to the Company pursuant to the Consulting Agreement. Such transfer of Founder Shares is conditioned upon the consummation of a Business Combination with such target and subject to the terms of the Share Transfer Agreement. ​ NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preferred shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 500,000 Class A Ordinary Shares issued and outstanding, excluding 15,000,000 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. On January 9, 2025, the Company issued 5,750,000 Class B Ordinary Shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share. On June 26, 2025, the Over-Allotment Option expired unexercised and as a result 750,000 Class B Ordinary Shares were forfeited. As of December 31, 2025, there were 5,000,000 Class B Ordinary Shares issued and outstanding. 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 one -for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares underlying the Private Placement Units and the Private Placement Shares issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any Ordinary Shares or equity- linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. F-18 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 Holders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. 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 Combination 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. F-19 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Level ​ 2025 Assets: ​ ​ ​ Cash and investments held in Trust Account 1 ​ $ 153,867,836 ​ In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Over-Allotment Option was accounted for as a liability in accordance with FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and was presented within liabilities on the accompanying 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 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. 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 statement of operations. The fair value of the Option Unit was determined to be $ 0 as of June 26, 2025. The key inputs into the Black-Scholes model were as follows based on the fair value of $ 159,084 at the initial measurement date of the Over-Allotment Option: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 12, ​ ​ 2025 Risk-free interest rate ​ 4.37 % Expected term (years) ​ 0.12 ​ Expected volatility ​ 2.75 % Exercise price ​ $ 10.0 ​ Fair value of Option Unit ​ $ 0.071 ​ ​ ​ F-20 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights, which had a fair value of $ 2,220,000 , 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 ​ $ 10.03 ​ Share price ​ $ 9.88 ​ Market adjustment (1) ​ 15.0 % Fair value per Right ​ $ 0.148 ​ (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 one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the accompanying statement of operations as net income, which is considered the segment measure of profit and loss. The measure of segment assets is total assets as reported on the accompanying balance sheet. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 Trust Account ​ $ 153,867,836 Cash ​ $ 777,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ from January 9, ​ ​ 2025 (Inception) ​ ​ through December 31, ​ ​ ​ ​ 2025 General and administrative costs ​ $ 653,103 Interest earned on marketable securities held in Trust Account ​ ​ 3,867,836 ​ 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. Additionally, the CODM reviews the Trust Account to ensure the funds are properly invested so that the maximum amount of funds exist to complete a Business Combination and maximize shareholder return. General and administrative costs, as reported on the accompanying statement of operations, are the significant segment expenses provided to the CODM on a regular basis. F-21 Table of Contents EGH ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through the date that the accompanying financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. On January 21, 2026, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Hecate BCA”), with (i) Hecate Energy Group, LLC, a Delaware limited liability company (“Hecate”), and Hecate Holdings LLC, a Delaware limited liability company (“Parent”, and together with Hecate, the “Hecate Parties”). The transactions contemplated by the Hecate BCA (the “Hecate Business Combination”) were unanimously approved by the Board of Directors and the board of managers of each Hecate Party. The Hecate BCA provides for, among other things, the following transactions: (i) At least three business days prior to the date of closing of the Hecate Business Combination (the “Closing”), the Company shall redeem each of the Public Shares from the Public Shareholders who shall have elected to redeem their Public Shares in connection with the Hecate Business Combination pursuant to the Amended and Restated Articles (the “EGH Shareholder Redemptions”); (ii) One day prior to the date of Closing, the Company shall cause (i) each of the Class B Ordinary Shares that is issued and outstanding to be converted into one Class A Ordinary Share, (ii) each issued and outstanding Public Unit to be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share, respectively, and (iii) up to $ 1,500,000 of any outstanding promissory notes issued in connection with any Working Capital Loans shall be converted, at the option of the payee, at a price of $ 10.00 per unit, into Private Placement Units, and each Private Placement Unit shall be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share; (iii) subject to prior receipt of the requisite approval of the Company’s shareholders of as contemplated in the Hecate BCA, the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication: (i) the Company shall file a certificate of incorporation with the Secretary of State of the State of Delaware in the form attached to the Hecate BCA as Exhibit D, which shall be its certificate of incorporation until thereafter amended in accordance with the Delaware General Corporation Law (“DGCL”); (ii) the Company shall adopt bylaws in the form attached to the Hecate BCA as Exhibit E, which shall be its bylaws of until thereafter amended in accordance with the DGCL; (iii) each Class A Ordinary Share that is issued and outstanding shall become one share of the Company’s Class A common stock, par value $ 0.0001 per share (“EGH Class A Common Stock”); (iv) each outstanding Public Right will convert, in multiples of ten, into shares of EGH Class A Common Stock; and (v) the Company’s name shall be changed to a name chosen by Hecate in consultation with our Company; (iv) (A) the Company shall contribute to Hecate all of its assets and in exchange therefor, Hecate shall issue to the Company a number of Hecate Units (as defined in the Hecate BCA), which shall equal the number of total shares of EGH Class A Common Stock issued and outstanding immediately after the Closing (the “EGH Contribution”), and (B) the membership interests in Hecate held by Parent immediately prior to the Closing shall convert into the Parent Hecate Units (as defined in the Hecate BCA); (v) Hecate will subscribe for a number of shares of the Company’s newly issued Class V common stock, par value $ .0001 per share equal to the number of Parent Hecate Units (such shares, the “Parent Class V Shares”) for $ .0001 per share and Hecate shall distribute the Parent Class V Shares to Parent; and (vi) The number of Parent Hecate Units to be issued in the EGH Contribution will equal that number of Hecate Units with a value (valuing each Hecate Unit for such purposes as having a value equal to the EGH Redemption Price) equal to $ 1,200,000,000 less the amount, if any, of Hecate’s net indebtedness. The “EGH Redemption Price” will equal the amount payable for each Public Share pursuant to the EGH Shareholder Redemptions. ​ ​ F-22 Table of Contents EXHIBIT INDEX No. ​ ​ ​ Description of Exhibit 1 ​ Underwriting Agreement, dated May 8, 2025, among the Company, CCM and Seaport, as representatives of the several underwriters. (3) 2 ​ Business Combination Agreement, dated January 21, 2026 by and among the Company and the Hecate Parties.+ (4) 3.1 ​ Amended and Restated Memorandum and Articles of Association of the Company. (3) 3.2 ​ Form of Amended and Restated Limited Liability Agreement of Hecate (included as Exhibit F of Exhibit 2). 4.1 ​ Form of Specimen Unit Certificate. (2) 4.2 ​ Form of Specimen Class A Ordinary Share Certificate. (2) 4.3 ​ Form of Specimen Share Right Certificate. (2) 4.4 ​ Share Rights Agreement, dated May 8, 2025, by and between the Company and Continental Stock Transfer & Trust Company. (3) 4.5 ​ Description of Registered Securities.* 10.1 ​ Promissory Note, dated January 9, 2025, issued by the Company to the Sponsor. (1) 10.2 ​ Securities Subscription Agreement, dated January 9, 2025, by and between the Company and the Sponsor. (1) 10.3 ​ Investment Management Trust Agreement, dated May 8, 2025, by and between the Company and Continental. (3) 10.4 ​ Registration Rights Agreement, dated May 8, 2025, by and among the Company, the Sponsor, CCM and Seaport, as representatives of the several underwriters. (3) 10.5 ​ Private Placement Units Purchase Agreement, dated May 8, 2025, between the Company and the Sponsor. (3) 10.6 ​ Private Placement Units Purchase Agreement, dated May 8, 2025, between the Company, CCM and Seaport. (3) 10.7 ​ Letter Agreement, dated May 8, 2025, by and among the Company, Sponsor and each of the officers and directors of the Company. (3) 10.8 ​ Form of Indemnity Agreement. (3) 10.9 ​ Administrative Services Agreement, dated May 8, 2025, between the Company and Energy Growth Holdings LLC. (3) 10.10 ​ Form of Tax Receivable Agreement (included as Exhibit C of Exhibit 2). 10.11 ​ Sponsor Lock-up and Support Agreement, dated January 21, 2026 by and among Hecate, the Company, the Sponsor, CCM and Seaport. (4) 10.12 ​ Form of Amended and Restated Registration Rights Agreement (included as Exhibit A of Exhibit 2). 10.13 ​ Parent Lock-up and Support Agreement dated January 21, 2026, by and among the Company and the Hecate Parties. (4) 14 ​ Form of Code of Business Conduct and Ethics, adopted May 8, 2025. (2) 19 ​ Insider Trading Policies and Procedures, adopted May 12, 2025.* 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.** 97 ​ Executive Compensation Clawback Policy, adopted May 8, 2025.* 99.1 ​ Audit Committee Charter. (2) 99.2 ​ Compensation Committee Charter. (2) 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. 65 Table of Contents + Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-286583), filed with the SEC on April 16, 2025. (2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-286583), filed with the SEC on May 2, 2025. (3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 14, 2025. (4) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2026. ​ 66 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ​ ​ March 20, 2026 EGH Acquisition Corp. ​ ​ ​ By: /s/ Andrew B. Lipsher ​ Name: Andrew B. Lipsher ​ Title: Chief Executive Officer (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ Name ​ ​ ​ Position ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Andrew B. Lipsher ​ Chief Executive Officer and Director ​ March 20, 2026 Andrew B. Lipsher ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ /s/ Vincent T. Cubbage ​ Executive Chairman, Chief Financial Officer and Director ​ March 20, 2026 Vincent T. Cubbage ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ /s/ Kathy Savitt ​ Director ​ March 20, 2026 Kathy Savitt ​ ​ ​ ​ ​ ​ ​ ​ /s/ David Elisofon ​ Director ​ March 20, 2026 David Elisofon ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen Pang ​ Director ​ March 20, 2026 Stephen Pang ​ ​ ​ ​ ​ ​ ​ ​ 67