EGHA merger with Hecate Energy Group, LLC
Hecate Energy Group, LLC (Chicago; founded 2012; 60+ employees; President & CEO Chris Bullinger) is one of the largest independent U.S (United States)
Expected close, as filed: Q3 2026.
Announced 21 January 2026.
Hecate Energy Group LLC is a Chicago-based independent energy infrastructure developer founded in 2012 by a team of energy industry veterans who have worked together for more than 25 years. The company develops utility-scale energy parks and power delivery solutions that integrate solar, battery storage, wind, thermal generation, and flexible grid infrastructure, purpose-built to provide reliable, dispatchable power at scale and speed. Hecate operates across eight U.S. power markets and 26 states, with offices in California, Connecticut, Ohio, and Tennessee. Since inception, the company has successfully developed over five gigawatts of projects to construction or operation—representing more than $6 billion in energy investments—and has sold more than 12 GW of power plant and storage projects to a diversified group of blue-chip counterparties, including utilities, independent power producers, and corporate offtakers. Hecate has entered over 50 power purchase agreements and similar offtake contracts exceeding 6 GW of capacity with 24 counterparties, and it maintains an active development pipeline of approximately 48.8 GW, making it one of the largest pure-play power plant developers in the United States.
The company serves utilities, industrial customers, corporations, landowners, and communities, with a growing strategic focus on energy campuses and co-located power solutions for AI data centers and large industrial loads. Notable projects include the 500 MW Cider Solar Farm in New York—the largest onshore renewable energy project in the state—the 809 MW Sunfish solar projects in Michigan, the up to 2,000 MW Cereza solar and storage project at the DOE's Hanford Site in Washington, and the 500 MW Roseland Solar & Storage project in Texas. Hecate has also developed international projects such as the 45 MW Shobak wind farm in Jordan. In 2021, global energy company Repsol acquired a 40% stake in Hecate Energy, marking its first investment in the U.S. renewable energy market and reinforcing Hecate's status as a leading developer. The company has secured significant financing over the years, including a $550 million credit facility package in 2023 to support advancement of its then-35 GW pipeline and targeted monetization of roughly 5 GW per year. Hecate reports a revenue backlog of approximately $686 million from signed milestone-based project sale agreements and has generated over $1.2 billion in revenue since inception, with estimated 2026 adjusted EBITDA of $115 million and projected 20–30% growth in 2027.
Hecate is going public through a definitive business combination agreement with special-purpose acquisition company EGH Acquisition Corp. (NASDAQ: EGHA), a transaction guided by A&O Shearman and announced on January 22, 2026. The deal implies a pro forma enterprise value of approximately $1.283 billion, based on an $800 million pre-money equity rollover, roughly $400 million of net debt, and cash from EGH's trust account. Existing Hecate shareholders are expected to roll 100% of their equity and own approximately 78.7% of the combined company, with public EGHA shareholders holding about 16.7% and the sponsor roughly 4.6%, assuming no redemptions. The transaction is structured as an Up-C combination, with EGH domesticating as a Delaware corporation and surviving as the public entity, and the combined company is expected to list on Nasdaq under the ticker "HCTE." The deal is expected to close in mid-2026, subject to customary closing conditions including EGH shareholder approval and SEC effectiveness of the registration statement.
The decision to go public via SPAC is driven by Hecate's need to access public capital markets to fund its massive development pipeline and capitalize on unprecedented U.S. electricity demand growth fueled by data centers, AI, and electrification. The merger is part of a broader resurgence in SPAC deals that began in 2025, and it positions Hecate as a pure-play public investment vehicle for investors
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $50M
- Sponsor promote
- 24%
- Exchange ratio
The number of Parent Hecate Units issued in the EGH Contribution equals the number of Hecate Units with a value (each Hecate Unit valued at the EGH Redemption Price) equal to $1,200,000,000 less Hecate's net indebtedness, if any. EGH Redemption Price = the amount payable per EGH Class A Share in the EGH Shareholder Redemption.more ▾less ▴
Sponsor's 5,000,000 Class B shares become unvested “At-Risk Shares”: 80% (Tranche A) vest at Closing only if trust Cash Value is at least $50,000,000. Remaining halves (Tranche B / Tranche C) vest if post-closing EGH VWAP reaches $12.00 and $13.00 respectively before the fourth anniversary, else are cancelled.more ▾less ▴
from the Closing until the date that is one year after the Closing Date (the “ Lock-Up Period ”), Sponsor agrees not to, and to cause each of its senior managers, major shareholders and affiliates (collectively the “ Sponsor Related Persons ”) not to, without the prior written consent of the SPAC Board, Transfer any shares of Class A Common Stock received by Sponsor or any Sponsor Related Person in respect of the 5,000,000 Class B Shares held by Sponsor or any Sponsor Related Person (the “ Locked-Up Shares ”); provided, however, (x) from and after the date that is six months after the Closing, the Sponsor Related Persons may Transfer up to 10% of the Locked-Up Shares; (y) from and after the date that is nine months after the Closing, the Sponsor Related Persons may Transfer up to an additional 5% of the Locked-Up Sharesmore ▾less ▴
all shares of Class A Common Stock received by Sponsor in respect of the 5,000,000 Class B Shares held by Sponsor (such shares, the “ At-Risk Shares ”) shall be unvested and shall not vest and Sponsor shall not Transfer any such At-Risk Shares unless, until, with respect to the At-Risk Shares described below the following events have occurred (the “ Vesting ”), and upon Vesting the corresponding At-Risk Shares (the “ Vested Shares ”) shall no longer be subject to surrender and forfeiture pursuant to this Section 5.1(b). The At-Risk Shares do not vest in accordance with the terms of the this Section 5.1 on or prior to the fourth anniversary of the Closing of the Combination Agreement shall be forfeited by the holders thereof and shall be automatically cancelled on such datemore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
If holders redeem
a model, from filed inputsEvery public share can be cashed out for its slice of the trust instead of rolling into the new company. Drag the slider to see what that does to the cash the business receives, to who owns it, and — the one that decides whether the deal happens at all — to the minimum-cash condition the buyer can walk on.
At most 68.1% of the public shares may redeem. The clause subtracts transaction costs and no filing we hold states them, so the true breakeven is this figure or lower — never higher.
A condition can be waived, amended or satisfied by financing raised after the filing this reads. This is what the clause and the last filed balances say today, not a prediction about the vote.
No filing we hold prints a pro-forma ownership table for this deal, so there is no ownership split here. It is never derived from a headline, a promote percentage and a PIPE size — that construction is exactly what put a wrong dilution figure on this page once already.
What this model is made of — 3 filed inputs
- Redeemable public shares
- 15.3M at $10.26/share
- Trust
- $156.6M
- Minimum-cash condition
- $50M — trust after redemptions0001104659-26-006046
“Cash Value” means an amount equal to the sum (after payment of all SPAC Transaction Expenses) of the cash proceeds to be received by SPAC at Closing from the Trust Account in connection with the transactions contemplated hereby (which proceeds shall, for the avoidance of doubt, be determined after giving effect to the SPAC Shareholder Redemption). … “Minimum Cash Value” means a Cash Value of $50,000,000. … (f) Cash Value. The Cash Value shall be greater than or equal to the Minimum Cash Value.
The target: Hecate Energy Group, LLC
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Hecate Energy Group, LLC (Chicago; founded 2012; 60+ employees; President & CEO Chris Bullinger) is one of the largest independent U.S. developers of utility-scale energy parks - solar, battery storage, wind and thermal - with a ~47-48 GW development portfolio across 8 U.S. power markets and 26 states, pitched at 'powered land' demand from data centers and hyperscalers. Unlike the paper companies in this de-SPAC cohort it has a real monetization record: 12+ GW of projects sold since inception (11 GW since 2021) to blue-chip counterparties via asset sales, Build-Transfer Agreements and Development Services Agreements, $686M of future receipts under already-signed sales contracts, 4+ GW more under exclusivity/advanced sale negotiations, and management-estimated FY2026 adjusted EBITDA of $115M (projection; implied 11.1x 2026 EV/EBITDA per the SPAC's own math). The EGH Acquisition Corp. deal (BCA signed 2026-01-21) is an Up-C: existing owner Hecate Holdings LLC rolls 100% of its equity (expected ~80% pro forma) into units valued at $1.2bn less net indebtedness ($800M pre-money equity value; ~$1.28bn implied post-money EV with estimated net debt), with EGH's up-to-$155M trust funding development; targeted close mid-2026, S-4 not yet filed as of 2026-08-15. Prior ownership drama: Repsol bought 40% of Hecate in 2021, litigated with its partner, and in 2025 sold the stake back, leaving Hecate Holdings with full ownership.
Founded 2012.
A projection, not a reported figure — read the valuation with that in mind.
Hecate Energy Group, LLC — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 6 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Hecate Energy Group, LLC actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Hecate Energy Group, LLC, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $998.4M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $10.03 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 3.76× to 87.75×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $998.4M, not the announced $800M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- CSIQ, DESR, RNW, RUN, FRMI, BN, NCDL, ENPH, OTF have no revenue to divide by, so they are shown but left out of the peer median.
The 15 listed companies it is measured against, and why
- NEE10.39× revenue
NextEra Energy is the scaled benchmark for U.S. utility-scale renewables development - the buyer universe and valuation ceiling for Hecate's develop-and-sell pipeline.
- CSIQno revenue multiple
Direct comp: Photovoltaic Solar Systems & Equipment; small-cap ($1.6bn); shares solar, battery, storage, utility, scale, agreements with the target's own description; forward EV/Sales 1.3x.
- AES3.79× revenue
AES is the listed developer/IPP most levered to supplying solar+storage to data-center/hyperscaler offtakers - Hecate's exact demand thesis at operating scale.
- DESRno revenue multiple
Operational comp: Renewable IPPs; shares utility, scale, projects, solar, wind, pre with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CWEN11.12× revenue
Clearway Energy is a pure US renewables IPP - the model Hecate says it wants to evolve into for recurring cash flows.
- RNWno revenue multiple
Operational comp: Renewable IPPs; mega-cap ($156.0bn); shares wind, utility, scale, solar, projects, energy with the target's own description; forward EV/Sales 6.4x.
- BEPC9.66× revenue
Brookfield Renewable - global renewables development + ownership platform; multiple anchor for GW-scale diversified pipelines.
- RUNno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; mid-cap ($4.3bn); shares solar, battery, ownership, energy, utility, developers with the target's own description; forward EV/Sales 5.8x.
- VST3.76× revenue
Vistra - dispatchable/thermal generation for data-center load; comps the 'thermal + energy campus' leg of Hecate's hybrid parks.
- HASI87.75× revenue
Operational comp: Investment Management & Fund Operators (NEC); mid-cap ($4.0bn); shares wind, solar, utility, scale, storage, energy with the target's own description; forward EV/Sales 22.9x.
- FRMIno revenue multiple
Fermi Inc. - the pre-revenue 'powered land for AI' developer benchmark; shows what the market pays for the same story without Hecate's 12 GW sales record.
- BNno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); mega-cap ($113.6bn); shares ownership, equity, wind, utility, scale, solar with the target's own description; forward EV/Sales 44.8x.
- NCDLno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); small-cap ($659m); shares ebitda, equity, debt, llc, adjusted, companies with the target's own description; forward EV/Sales 9.3x.
- ENPHno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; mid-cap ($4.2bn); shares solar, storage, energy, sell, battery, own with the target's own description; forward EV/Sales 4.0x.
- OTFno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); mid-cap ($6.7bn); shares equity, blue, debt, llc, not, into with the target's own description; forward EV/Sales 8.6x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Sponsor's 5,000,000 Class B shares become unvested “At-Risk Shares”: 80% (Tranche A) vest at Closing only if trust Cash Value is at least $50,000,000. Remaining halves (Tranche B / Tranche C) vest if post-closing EGH VWAP reaches $12.00 and $13.00 respectively before the fourth anniversary, else are cancelled.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.