EGHA SEC filings, in plain English
Everything EGH Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: EGH Acquisition Corp. filed a Form 8-K under Rule 425 to furnish a press release dated August 28, 2026, announcing that the parties entered into a mutual release and settlement agreement regarding a declaratory judgment claim asserted against EGH on March 5, 2026, by NEC Fund VI lenders in Delaware Court of Chancery litigation. Why it matters: Investors should note that while this legal dispute is settled, the filing explicitly lists 'the outcome of any legal proceedings' and 'litigation and regulatory enforcement risks' as material risk factors that could disrupt operations or delay the business combination with Hecate Energy LLC.
What changed: EGH Acquisition Corp. filed an 8-K on September 2, 2026, to furnish a press release dated August 28, 2026, announcing that EGH and Hecate Energy LLC entered into a mutual release and settlement agreement regarding a declaratory judgment claim asserted by NEC Fund VI HE Lender entities in Delaware Court of Chancery litigation initiated on March 5, 2026. Why it matters: The resolution of this lender lawsuit removes a potential legal obstacle to the proposed business combination, though the filing notes that EGH intends to file a registration statement including a preliminary proxy statement/prospectus before seeking shareholder approval.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026, filed by EGH Acquisition Corp., a blank-check SPAC. Trust per-share value increased from $10.26 (Dec 31, 2025) to $10.44 (June 30, 2026). The Hecate business combination closing has been delayed to no earlier than Q4 2026 due to an ongoing PCAOB audit of Hecate's financial statements. The SPAC was added as a defendant in a Delaware Chancery lawsuit filed by a lender of Parent (NEC Fund) which seeks to rescind parts of the Business Combination Agreement; the SPAC moved to dismiss. Accrued legal fees of $1,107,266 were recognized for the transaction. Cash outside trust is $203,269 with a working capital deficit of $796,549, and management expressed substantial doubt about going concern if the deal fails. The deadline remains May 12, 2027 and no extension vote has been sought. Why it matters: This filing signals that the Hecate deal faces additional legal and audit timeline risks, which may delay or jeopardize closing. The trust value increase provides modest accretion for shareholders, but the litigation and audit uncertainty are material concerns for redemption and deal completion. The limited cash runway outside trust suggests the SPAC may need additional working capital loans or could fail if the deal does not close.
What changed vs 2026-05-15trust $155.2M → $156.6M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $155.2M$156.6M
- Combination deadline
- 2027-05-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 15.0M · unchanged
SpacBrain reads this as $1,364,288 was added to the trust between the two filings.
The clause …“ 868,906 Long-term prepaid insurance — 30,766 Marketable securities held in Trust Account 156,581,499 153,867,836 TOTAL ASSETS $ 156,909,350 $ 154,767,508 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT”…
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by May 12, 2027, or such (x) earlier liquidation date as the Board may approve or (y) such later date as the Company’s shareholders may”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of the accompanying unaudited condensed financial”…
The clause “500,000,000 shares authorized; 500,000 shares issued and outstanding (excluding 15,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 50 50 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A — beneficial ownership report [0001167557-26-000130] listing AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as reporting holders. According to the submission filed by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC, the amendment discloses no share quantities, ownership percentages, acquisition dates, or investment purposes. Consequently, the filing reports no adjustment to EGHA’s redemption deadline (2027-05-12), the stated trust value ($10.26 per share), extension mechanisms, deal progress, or sponsor conduct. Why it matters: Because the text omits all numerical ownership data, the submission cannot confirm whether the AQR group increased, decreased, or merely corrected a prior passive versus arbitrage stance—a meaningful gap for redemption timing given the explicit naming of ‘AQR Arbitrage, LLC.’ According to the filing, there are no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Without disclosed percentages, the document does not materially shift the $10.26 trust baseline or the 2027-05-12 horizon, but the act of amending a 13G signals ongoing institutional tracking that investors should monitor for subsequent numeric revisions before finalizing redemption or hold decisions.(flagged for human review)
What changed: A Joint Filing Statement pursuant to Rule 13D-1(k)(1), attached as Exhibit I to a Schedule 13G/A. The filing contains no updates to redemption windows, trust account per-share values, business combination extensions, target acquisition milestones, or sponsor conduct. It solely records that Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have consented and agreed to file jointly under the Securities Exchange Act of 1934, incorporating this statement into their Schedule 13G without disclosing share counts, purchase prices, or ownership percentages. Why it matters: This is a routine administrative compliance exhibit confirming coordinated regulatory reporting among the three named holders. While it does not reveal economic stake sizes or tender intentions ahead of the stated May 12, 2027 deadline, it establishes that these entities and the authorized signatory are aligning their disclosure obligations for EGHA common stock. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present or attributed to management in this text.
What changed: 10-Q (Quarterly Report) for EGH Acquisition Corp., filed May 15, 2026, for the period ended March 31, 2026. Trust value increased to $10.35 per share (from $10.26), reflecting $1,349,375 in interest earned. Cash and working capital decreased: cash at $463,928 (from $777,703) and working capital at $471,249. The closing of the Hecate Business Combination is delayed, now not anticipated until at least Q4 2026 due to litigation that has prevented Hecate from commencing its PCAOB audit. EGHA was added as a defendant in a Delaware Chancery lawsuit (NEC Fund VI HE Lender, LLC v. Hecate Holdings LLC, et al.) on March 5, 2026, alleging Parent lacked authority to enter into the merger agreement. EGHA has moved to dismiss the claim against it. The litigation threatens the ability to close the deal at all. Why it matters: The Hecate deal is now facing a concrete legal challenge that has stalled the target's audit, creating a material risk to closing. The decline in cash burn and the lawsuit details have changed the risk profile for investors tracking redemptions and extensions. The deadline has not changed.
What changed vs 2025-11-12trust $152.4M → $155.2M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $152.4M$155.2M
- Combination deadline
- 2027-05-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 15.0M · unchanged
SpacBrain reads this as $2,822,812 was added to the trust between the two filings.
The clause “868,906 Long-term prepaid insurance 9,090 30,766 Marketable securities held in Trust Account 155,217,211 153,867,836 TOTAL ASSETS $ 155,842,993 $ 154,767,508 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT”…
The clause …“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 Board may approve (the “Combination Period”), subject to applicable law, or”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of the accompanying unaudited condensed financial”…
The clause “500,000,000 shares authorized; 500,000 shares issued and outstanding (excluding 15,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 50 50 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine SEC compliance exhibit: a Schedule 13G beneficial ownership report identifying Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC as reporting persons. The filing records the named entities as parties to a Section 13(g) disclosure but supplies no share quantities, acquisition percentages, effective dates, or purchase prices within the provided text. Accordingly, it does not modify the stated $10.26 trust value per share, the 2027-05-12 business combination deadline, or any redemption or extension provisions. Why it matters: While Section 13(g) filings traditionally alert the market to aggregate beneficial ownership exceeding 5%, the absence of numerical thresholds, transaction timestamps, and a statement of purpose prevents verification of whether these holders accumulated public shares, private placement units, or founder shares. Because the text contains no operational metrics, customer assertions, revenue projections, technology claims, partnership announcements, litigation references, or personnel changes, it offers no immediate guidance on deal progress or sponsor conduct. Investors monitoring redemption liquidity or extension voting patterns should await subsequent 13D amendments or DEFM14A proxy materials for definitive position sizing and voting intent.
What changed: Routine compliance exhibit identified as a Schedule 13G – beneficial ownership report. The filing discloses that Glazer Capital, LLC and Paul J. Glazer are listed as beneficial owners. It contains no amendments, voting tallies, or notices that would modify redemption deadlines, trust account valuations, extension mechanisms, merger execution milestones, or sponsor conduct. Why it matters: As a standard regulatory disclosure, this filing does not supply data that would alter shareholder redemption calculations, indicate trust value movements, signal changes to deal timing, or reflect sponsorship activity. No claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are attributed to any party, so the document contains no fundamental business or financial update. Because it introduces no numerical disclosures or mechanistic shifts, it does not materially alter the investment parameters surrounding the SPAC’s announced deal status or operational baseline.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025. The filing discloses that on January 21, 2026, EGH Acquisition Corp. entered into a Business Combination Agreement with Hecate Energy Group LLC and its parent, valuing Hecate at $1.2 billion less net indebtedness, with expected closing in Q3 2026. Trust account value rose to $153,867,836 ($10.26 per public share) from $150 million at IPO due to interest income. The company reported net income of $3,373,817 for the period. Working capital outside trust is $777,703. Management has raised substantial doubt about going concern due to lack of liquidity if a business combination is not completed. Sponsor founder shares are subject to a lock-up (12 months) and performance-based vesting tied to cash proceeds at close and stock price thresholds. Conditions to closing include aggregate trust proceeds after redemptions of at least $50 million, effectiveness of a Form S-4 registration statement, shareholder approval, and listing on a national exchange. No redemptions have occurred yet; the deadline to close is May 12, 2027, with no extension taken to date. Why it matters: This is the company's first 10-K since its IPO, providing audited trust value ($10.26/share), formal deal terms with Hecate, and a clear timeline. The $50 million minimum trust condition after redemptions means heavy redemptions could block the deal. The performance-vesting of sponsor shares aligns sponsor incentives with public shareholders. The going concern uncertainty highlights the pressure to consummate the Hecate transaction. The trust value floor and redemption mechanics are critical for shareholders evaluating whether to redeem or hold.
What changed: A Form 8-K under Item 7.01 (Regulation FD Disclosure) furnishing the transcript of a February 5, 2026, live investor webinar hosted by Hecate Energy Group LLC alongside EGH Acquisition Corp. The filing advances merger execution status without altering the $10.26 trust-per-share amount or the May 12, 2027 deadline, and contains no extension requests. According to Drew (EGH), deal progress now targets closing 'later this summer' (FY 2026), coincides with engagement of a 'Big Four' accounting firm for audit uplift, and outlines a plan to redomicle to Delaware using a standard UPC structure paired with a tax receivable agreement. Drew (EGH) further stated that Hecate's existing shareholders are projected to retain approximately 80% of the combined entity, explicitly 'assuming no redemptions.' The transcript also records that Chris Bullinger confirmed the original founders repurchased Repsol's 40% minority stake effective July 15th of 2025, while Drew (EGH) acknowledged outstanding lender disputes that management asserts will be resolved satisfactorily prior to closing. Why it matters: Because the 80% sponsor ownership percentage is strictly conditional on zero redemptions, any actual public share sales will immediately compress founder equity and alter the control/mathematics at the shareholder meeting date. Accelerating the closing window to 'later this summer' concentrates audit finalization, proxy drafting, and debt restructuring into a narrower timeframe before the May 12, 2027 deadline, elevating execution risk around the acknowledged lender disputes. Per Drew (EGH), the transaction values Hecate at $800 million pre-money equity and roughly $1.28 billion implied post-money enterprise value, yielding an implied 2026 EV-to-EBITDA multiple of 11.1. For operational scale, Chris Bullinger reported $686 million of future receipts based on signed sales contracts and visibility into an estimated 2026 adjusted EBITDA of $115 million. Nick Bullinger detailed a 48-gigawatt nationwide development portfolio—including 12 gigawatts already under contract or sold and 11 additional gigawatts under review—while quantifying monetization at 4 cents a watt ($40 million per gigawatt) at early stage, 12 cents a watt on average ($120 million) at mid- to late-stage, and 20 cents or greater per watt ($200 million) upon completion. For adjacent growth, Nick Bullinger outlined approximately 20 data center-compatible sites, initial purchase order discussions for reciprocating engines to support Thermal deployment, and early design work targeting small modular reactor (SMR) integration up to 10 years ahead of commercial operation. Chris Bullinger noted PPAs are now extending to 25 to 30 years or more, and highlighted a recent Michigan transaction involving a 500-megawatt project sale alongside a concurrent 300-megawatt build-transfer project totaling 800 megawatts at a single location. Drew (EGH) characterized the portfolio valuation at approximately $31 per watt as a 60% discount to roughly $74 per kilowatt observed in recent private transactions. These disclosures equip redemption candidates with explicit valuation benchmarks, liquidity timelines, settlement prerequisites, and strategic roadmap commitments necessary to evaluate holding versus selling signals ahead of the proxy vote.
What changed: SEC Form 8-K (Rule 425) submitting a furnished verbatim transcript of a live February 5, 2026 investor presentation/webinar co-hosted by EGH Acquisition Corp. and its proposed business combination partner, Hecate Energy Group LLC. The filing updates deal timing and transaction economics while leaving EGHA’s redemption calendar, trust distribution rights, and extension mechanics untouched. EGH representative Drew stated Hecate’s pre-money equity value is $800 million, producing a roughly $1.28 billion implied post-money enterprise value, and projected that Hecate shareholders would retain approximately 80% of the combined company assuming zero redemptions. Management reaffirmed a target to close 'later this summer,' conditional on completing a year-end audit with a Big Four accounting firm, filing the preliminary proxy, and resolving outstanding lender disputes. Sponsor conduct and diligence conclusions were detailed: Chris Bullinger (President & CEO) confirmed Repsold sold its 40% minority stake back to the original founders on July 15th of 2025, removing prior ownership restrictions; Nick Bullinger (COO) highlighted a disciplined pipeline promotion policy requiring at least 50% land control before counting a prospect toward pipeline volume; and Drew affirmed EGH diligence cleared existing debt facility concerns and confirmed confidence that active lender disputes would be settled satisfactorily before closing. Why it matters: Investors calibrating redemption behavior now possess explicit baseline assumptions for post-merger capitalization (80% sponsor roll-up at no-redemption) and a $1.28 billion enterprise value anchored to an implied 2026 EV-to-EBITDA multiple of 11.1. The documented presence of unresolved lender issues alongside a mandatory auditor transition introduces near-term execution risk that could compress or delay the summer closing window, directly affecting shareholder voting schedules and trust interest accrual. Commercial substance disclosed includes management’s assertion of a 48-gigawatt development pipeline (with 12 gigawatts already contracted or sold, plus 11 additional gigawatts under review), $686 million of future receipts tied to signed sales contracts, and visibility into an estimated 2026 adjusted EBITDA of $115 million. Nick Bullinger quantified the company’s multi-stage monetization model, citing developer fee/profit ranges of $40 million per gigawatt at early stage, $120 million at mid/late stage, and $200 million or greater upon full construction commission, while illustrating strategic capital deployment around a hypothetical $10 million upfront investment capturing $80 million in incremental value. Adjacent growth claims focus on data center colocation ('energy campuses'), thermal baseload generation, and expanded independent power producer operations across approximately 20 identified sites. These forward-looking assertions, attributed directly to the Hecate and EGH webinar speakers and accompanying slide decks, supply the operational and valuation backdrop against which trust shareholders will weigh whether to hold, vote in favor, or exercise redemption rights ahead of the May 2027 deadline.
What changed: Rule 425 solicitation material consisting of a February 5, 2026 investor presentation regarding a proposed business combination between EGH Acquisition Corp. and Hecate Energy Group LLC. The filing advances the transaction toward a definitive proxy statement and Q2/Q3 2026 closing, while explicitly stating that all financing and pro forma capitalization assumptions rely on zero redemptions from EGHA's $154 mm trust account. Per the presentation, Hecate management projects FY 2026 adjusted EBITDA of $115 mm (including $8 mm of public company costs) with 20–30% growth for FY 2027, backed by a $686 mm+ non-GAAP revenue backlog, a pre-money equity valuation of $800 mm, and $400 mm in net debt rollover. Why it matters: The explicit 'assume no redemptions' caveat is mechanically critical for modeling trust distribution versus equity overhang; any public share sell-offs would directly reduce the $154 mm cash inflow and alter the sponsors' stated pro forma $1,283 mm enterprise value and 78.7% post-closing ownership calculation. Strategically, Hecate executives position the company around a 48+ GW pipeline—spanning 25.0 GW renewables, 14.1 GW battery storage, and 22+ GW of gas-compatible data center sites—claiming U.S. electricity demand will grow ~153% by 2050 per DOE forecasts cited in the deck. The presentation also details a 40% ownership stake in Full Mark Energy (a BESS joint venture with InfraRed Capital Partners), a network of blue-chip off-takers including Fortune 500 corporations and municipal utilities, and in-house control of approximately 95% of transmission planning work, illustrating how management intends to monetize the backlog via develop-and-flip or build-transfer agreements before or at closing.
What changed: A Form 8-K Current Report furnishing under Regulation FD (Item 7.01) an un-filed investor presentation (Exhibit 99.1) issued by EGH Acquisition Corp. and Hecate Energy Group LLC regarding their proposed business combination. The filing advances the merger timeline toward a targeted Q2/Q3 2026 closing, outlines the pending SEC Registration Statement and preliminary proxy schedule, and presents pro forma capitalization and transaction economics that assume zero public share redemptions. According to the presentation, management cites a $10.29 per share redemption price as of January 30, 2026, places the trust balance at $154 million, and structures the pro forma equity split assuming 78.7% held by Hecate principals, 16.7% by public shareholders, and 4.6% by the sponsor, while accounting for 15 million convertible rights and 500,000 private placement units, and excluding 1 million earnout shares. In contrast to standard proxy timelines, this document explicitly lists over-redemption risk, deferred closing obligations, and a lack of pre-arranged PIPE financing. Substantively, Hecate and EGH project a $686 million revenue backlog, a combined pipeline of 25.0 gigawatts of renewables/battery, 14.1 gigawatts of standalone battery, and 22+ gigawatts of thermal/data-center compatible sites, targeting 6–10 gigawatts to advance in 2026. They value the transaction at an $800 million pre-money equity entry, $400 million rolled-over corporate credit facility debt, and a $1,283 million pro forma enterprise value, with projected 2026 adjusted EBITDA of $115 million (including $8 million of estimated public company costs) and anticipated 20–30% growth in 2027. Management asserts over 60 completed sales to repeat blue-chip buyers, data center partnerships spanning 30+ states, and plans to potentially pivot toward an independent power producer model or preferred data center infrastructure partner. Why it matters: Because the entire financing structure, post-merger ownership percentages, and stated $1,283 million valuation rest on a strict assumption of zero redemptions, the actual trust distribution amount per share and founder dilution will fluctuate materially before the definitive proxy becomes effective. Furthermore, every market size estimate, pipeline metric, customer count, revenue projection, and EBITDA forecast is explicitly designated as unaudited, non-GAAP, forward-looking data prepared by Hecate and EGH and assisted by PEI Global Partners, who repeatedly disclaimer independent verification and warn that actual results may differ materially due to permitting delays, interconnection bottlenecks, interest rate shifts, or litigation risks. Investors tracking redemption deadlines, trust value recovery, and sponsor conduct must therefore treat these figures as unvalidated working estimates rather than binding commitments until the audited financial statements and definitive proxy confirm execution, while the document’s explicit disclosure of sponsor share classes, rights conversions, and earnout exclusions directly informs how public holder economic exposure will expand or contract upon consummation.
What changed: A Routine Compliance Exhibit: specifically, a Joint Filing Statement pursuant to Rule 13d-1(k)(1) attached to a Schedule 13G beneficial ownership report for EGHA Acquisition Corp. Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah executed a consent to jointly file a Schedule 13G on January 29, 2026. The provided text contains no information regarding redemption deadlines, trust per-share valuations, extension motions, deal execution status, or sponsor behavior shifts. It exclusively authorizes co-owners to submit one regulatory package instead of multiple filings. Why it matters: As a procedural attachment, this document does not move the redemption calendar, adjust trust accounting, or indicate deal progress. Because the excerpt omits the principal Schedule 13G page, there are no reported share quantities, acquisition objectives, or voting intentions to evaluate against shareholder exit timelines or governance risk. Until the main filing discloses how many shares are held and whether the holders intend to vote for or against a business combination, this exhibit remains administratively neutral. No external valuations, projected returns, or trust conventions have been imported or calculated; the submission simply satisfies SEC formatting rules for affiliated reporting parties.
What changed: Form 425 (written communication pursuant to Rule 425 under the Securities Act) furnishing a joint press release between EGH Acquisition Corp. and Hecate Energy Group LLC. This filing does not alter the redemption deadline, trust value, or extension rights. It advances deal progress by scheduling a February 5, 2026 investor webinar to present Hecate’s operations and the proposed merger to shareholders and analysts prior to the filing of the Registration Statement and preliminary proxy statement. Regarding substantive details, the attached press release states Hecate was founded in 2012, has developed five GW of projects to construction or operations, sold more than 12 GW of power plant and storage projects, and holds an active pipeline of over 47 GW of power projects. The release claims Hecate entered over 50 power purchase agreements and similar offtake contracts exceeding 6 GW of capacity with 24 counterparties, and that projects currently under construction or in operation represent over $6 billion of energy investments. EGH adds that its acquisition search targeted the broad power market and energy transition or sustainability arena. All figures, partnership counts, and strategic descriptions are attributed directly to the January 28, 2026 press release authored jointly by EGH and Hecate. Why it matters: For investors tracking redemption behavior and transaction velocity, this filing confirms the deal has moved into the pre-proxy marketing phase, where management actively builds institutional and retail support before formal solicitation begins—a period that heavily influences redemption timing and volume. By foregrounding contracted capacity, wholesale market exposure, and a multi-gigawatt development pipeline, the parties aim to project long-term cash flow visibility and asset scale to mitigate SPAC-style redemption anxiety. The document includes standard forward-looking statement safeguards and explicitly warns that redemptions by public shareholders could exceed expectations, alongside risks concerning timing, legal challenges, and shareholder approval. While the underlying trust mechanics and expiration date remain unchanged by this submission, the coordinated investor outreach underscores that the business combination is proceeding through the roadshow stage without any modifications to shareholder exit parameters.
What changed: Form 8-K furnishing Exhibit 99.1, a joint press release issued by EGH Acquisition Corp. and Hecate Energy Group LLC on January 28, 2026. The filing does not modify the redemption deadline, trust account balance, or extension provisions. It announces that management will host an investor webinar on February 5, 2026, at 10:00 a.m. Eastern Time. As attributed to management in the press release, Hecate reports it has successfully developed five GW of projects to construction or operations, sold more than 12 GW of power plant and storage projects, entered over 50 power purchase agreements and similar offtake contracts exceeding 6 GW of capacity with 24 counterparties, holds an active development pipeline of over 47 GW of power projects, and represents over $6 billion of energy investments. The filing reaffirms EGH’s intent to file a registration statement containing a preliminary proxy/prospectus and flags forward-looking risks, including that actual redemptions could exceed expected levels. Why it matters: This filing does not reset the May 12, 2027, termination deadline or adjust the stated $10.26 trust-per-share amount. Instead, it confirms continued administrative progression toward a shareholder vote and establishes a near-term information event (the February 5 webinar) ahead of preliminary proxy distribution. The cited pipeline volume, contracted capacity, and investment totals were presented as historical and projected claims by management rather than audited results, meaning they inform due diligence on the target’s scale but do not override the statutory redemption mechanics or liquidation hierarchy. Investors monitoring the calendar should watch for the forthcoming registration statement and definitive proxy, which will contain exact record dates, voting thresholds, and any formal notice of redemption procedures.
What changed: Business Combination Agreement (definitive merger agreement) entered into on January 21, 2026, by and among EGH Acquisition Corp., Hecate Energy Group, LLC, and Hecate Holdings LLC, together with related exhibits including Sponsor Lock-up and Support Agreement, Parent Lock-up and Support Agreement, and a press release. EGH Acquisition Corp. announced a definitive business combination with Hecate Energy Group, an independent energy infrastructure developer. The SPAC's status changed from searching for a target to having a signed deal. The agreement specifies an enterprise value of $1.2 billion, a trust account balance of $153,867,836.36 as of January 16, 2026, a closing condition requiring at least $50 million in cash after redemptions, an outside closing date of May 11, 2027, and a target closing in Q3 2026. Sponsor lock-up: 1 year with phased release (10% at 6 months, additional 5% at 9 months). The sponsor's 5 million Class B shares are subject to vesting: 80% vest at closing if cash value ≥ $50 million; otherwise, vesting tranches tied to $12.00 and $13.00 VWAP thresholds. Parent (Hecate Holdings) also has a 1-year lock-up with similar phased release. Why it matters: This filing establishes the full terms of the de-SPAC transaction for EGHA. Investors should note the $153.9 million trust, the $50 million minimum cash condition (which may limit redemptions), the 1.2 billion pre-money valuation, the sponsor's performance-based vesting (aligning incentives with stock price appreciation), and the lock-up structures that restrict insider selling. The deal's progress depends on shareholder approval, SEC effectiveness of the S-4, and satisfaction of closing conditions. The press release provides Hecate's business description: a utility-scale energy developer with a >47 GW pipeline, 12 GW of historical sales, and over 4 GW under advanced negotiation.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2027-05-11
SpacBrain reads this as the agreement may be terminated from 2027-05-11.
The clause …“(b) by either SPAC or Company if the Closing shall not have occurred prior to May 11, 2027 (the “ Outside Date ”); provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any such party”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Amended Schedule 13G beneficial ownership report identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as the reporting entities. The provided excerpt contains no numerical disclosures, ownership percentages, acquisition dates, or purpose statements. It merely lists the filer names and SEC accession number [0001167557-25-000036]. Consequently, the filing discloses no adjustments to EGHA’s redemption deadline, trust-value-per-share accounting, extension mechanisms, business-combination timeline, or sponsor conduct. Why it matters: Schedule 13G/A filings monitor institutional aggregate positions rather than SPAC structural mechanics. Because the excerpt omits the requisite data tables, it provides no evidence of block transactions that would affect cash-redemption dynamics near the trust floor, nor does it reveal whether the AQR entities plan to hold equity through a de-SPAC vote or liquidate ahead of termination. All descriptive content derives exclusively from the filer self-identifications in the preamble; the document contains no claims regarding customers, revenue, market size, strategic technology, corporate partnerships, pending litigation, or executive appointments.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025. First Form 10-Q filed by EGHA after its IPO. Trust value grew to $152,394,399 from $150,000,000 due to $2,394,399 of interest earned, pushing trust per-share to $10.15 from the IPO price of $10.00. No business combination has been announced; company reports it has not selected a target. Why it matters: The trust is accruing value for shareholders at the rate of roughly $0.15 per share above the IPO price, but the combination deadline is fixed at May 12, 2027. The company has a going concern qualification and just $961,041 of cash outside trust to fund operations and deal search costs. No deal target has been identified. Sponsor has not exercised its working capital loan facility. For a pre-deal SPAC, this shows a clean, unencumbered trust building modest interest, but tight operating cash runway.
What changed vs 2025-08-08trust $150.8M → $152.4M +1%deadline 2028-05-08 → 2027-05-12going concern APPEAREDtrust account, combination deadline, going-concern doubt +13 moved · 1 with no prior record of ours
- Trust account
- $150.8M$152.4M
- Combination deadline
- 2028-05-082027-05-12
- Going-concern doubt
- not statedstated
- Redeemable shares
- 15.0M · unchanged
SpacBrain reads this as $1,560,125 was added to the trust between the two filings.
The clause …“ 1,078,249 Long-term prepaid insurance 52,442 Marketable securities held in Trust Account 152,394,399 TOTAL ASSETS $ 153,525,090 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as 362 days earlier than the previous record.
The clause …“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”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause “INANCIAL STATEMENTS SEPTEMBER 30, 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”…
The clause “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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit—specifically, a Joint Filing Agreement attached to a Schedule 13G/A beneficial ownership report. The filing is an administrative authorization under Rule 13d-1(k) of the Securities Exchange Act of 1934 that permits Saul Ahn to execute and submit the November 11, 2025, Schedule 13G/A on behalf of four co-holders: Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. It discloses no new purchases, sales, or changes to voting or dispositive power. Accordingly, the SPAC’s redemption deadline remains fixed at May 12, 2027, the trust value remains at $10.26 per share, and there are no modifications to merger timelines, extension triggers, or sponsor governance or conduct. Why it matters: Because the document contains no operational, financial, or strategic disclosures, it does not advance the deal timeline, adjust redemption windows, impact trust accounting, or reveal new information about management behavior. The only ancillary detail is a citation to a Power of Attorney dated June 10, 2019, originally executed for historical positions in Haymaker Acquisition Corp II; this merely validates the signatory’s current agency authority without providing any independent insight into target selection, customer concentration, revenue forecasts, market positioning, proprietary technology, commercial partnerships, pending litigation, or executive turnover. For investors tracking the May 12, 2027 deadline or the $10.26 per-share trust distribution mechanism, this filing represents a procedural administrative step with zero mechanical or developmental impact.
What changed: Schedule 13G beneficial ownership report filed to register institutional shareholding by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. The submission updates the SEC registry on the beneficial ownership position held by these three AQR entities in EGHA common stock. It contains no amendments to merger documentation, does not modify redemption election procedures, leaves the per-share trust distribution at $10.26 unchanged, does not extend or alter the 2027-05-12 deadline, and makes no statements regarding sponsor conduct or target management. Deal progress and execution timelines remain governed by the underlying business combination agreement and target disclosures. Why it matters: As disclosed by the reporting holders themselves, this is a routine position-update filing rather than a proxy solicitation or voting instruction. In a SPAC with DEAL_ANNOUNCED status, Schedule 13G activity signals whether institutional or arbitrage capital is accumulating, maintaining, or trimming exposure ahead of shareholder approval or potential extension votes. Because AQR Arbitrage is named, market participants track such filings for secondary-trading spread implications, though the filing itself carries no mechanical force over redemptions, trust calculations, or deadline shifts. The document does not contain claims about customers, revenue, market size, technology, partnerships, or personnel, so substantive evaluation of the proposed business combination must rely on the primary acquisition filings, target investor presentations, and public commentary from company executives or financial advisors.
What changed: Quarterly report (Form 10-Q) for EGH Acquisition Corp., a blank-check SPAC, covering the period ended June 30, 2025, its first quarterly filing after its May 12, 2025 IPO. The company completed its IPO on May 12, 2025, raising $150 million in trust ($150,834,274 including interest, $10.06 per share). The over-allotment option expired unexercised, generating a $159,084 gain. Sponsor forfeited 750,000 founder shares. No business combination target has been selected. The company has $1.1 million cash outside trust and incurred $235,194 in general and administrative costs since inception. Why it matters: This is the first financial report after IPO, establishing the trust account value, cash burn rate, and sponsor arrangements. It confirms the 24-month deadline to May 12, 2027, and that no deal has been announced. The filing also adds risk factors about potential extension, Nasdaq delisting, and tariff impacts.
trust account, combination deadline, redeemable shares +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$150.8M
- Combination deadline
- not previously extracted2028-05-08
- Redeemable shares
- not previously extracted15.0M
- Sponsor loans outstanding
- $70Knot matched in this filing
The clause …“ 1,255,712 Long-term prepaid insurance 74,117 Marketable securities held in Trust Account 150,834,274 TOTAL ASSETS $ 152,164,103 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause “Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to May 8, 2028 in order to avoid a suspension of our”…
The clause “500,000,000 shares authorized; 500,000 shares issued and outstanding, excluding 15,000,000 shares subject to possible redemption as of June 30, 2025 50 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 8-K current report containing a press release announcing the commencement of separate trading for EGH Acquisition Corp.’s Class A ordinary shares and share rights. Per the press release, starting June 30, 2025, holders of units originally issued in the IPO (symbol EGHAU) may elect to separately trade the embedded Class A ordinary shares and share rights. The separated Class A ordinary shares will trade under symbol EGHA, and the rights will trade under symbol EGHAR. Units that are not separated will continue to trade as EGHAU. Each unit comprises one Class A ordinary share with a par value of $0.0001 and one-tenth (1/10) of a share right. The share rights entitle the holder to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial business combination. To execute the separation, holders must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent. The filing does not report adjustments to the trust account balance, redemption mechanics, deadline dates, deal progress, or sponsor leadership. According to the ‘About EGH Acquisition Corp.’ section of the attached press release, the company states it intends to focus its target search in the broad power market and energy transition or sustainability arena, targeting industries that require reliable and cost effective power and/or innovative decarbonization solutions to meet critical energy supply needs or emission reduction objectives. Why it matters: Separating the equity component from the warrant-like right fundamentally changes the tradability and valuation framework for investors ahead of any business combination vote. Independent pricing of EGHA and EGHAR allows the market to price execution risk, capital structure expectations, and dilution separately from the underlying share. The manual broker-to-transfer-agent instruction requirement means passive accounts or those not participating in direct registration faces a tangible operational risk of missing the split, leaving them exposed to the full unit premium/discount rather than isolated equity or rights exposure. While this procedural update does not modify the tracked $10.26 trust value per share or the May 12, 2027 liquidation deadline, it triggers a new ticker ecosystem that will govern future corporate communications, proxy distributions, and potential redemption elections. Portfolio managers tracking redemption windows must monitor the newly listed symbols to ensure timely voting instructions or tender participation once a definitive agreement is filed.
What changed: A Form 4 insider ownership report filed June 25, 2025, regarding EGH Acquisition Corp. The filing explicitly states 'No non-derivative transactions or holdings reported' for the covered window. Accordingly, there are zero updates to the May 12, 2027 redemption deadline, the $10.26 per share trust value, deal execution progress, or any extension voting mechanics, and no sponsor or executive trades occurred. Why it matters: Per the Form 4 disclosures, five reporting parties retain static positions: EGH Sponsor LLC (10% owner), EGH Management LLC (10% owner), Energy Growth Holdings LLC (10% owner), Andrew B. Lipscher (director, Chief Executive Officer, 10% owner), and Vincent T. Cubbage (director, Chairman & CFO, 10% owner). Because the document is purely a compliance snapshot confirming unchanged equity stakes, it does not advance the merger schedule, alter the $10.26 trust metric, or provide insight into target company revenues, customer concentrations, technology roadmaps, partnership agreements, or pending litigation. The filing serves as a procedural record rather than a strategic update, meaning investors must consult subsequent proxy statements, press releases, or amendment filings to track actual sponsor conduct or business combination milestones.
What changed: Quarterly report (10-Q) for the period from January 9, 2025 (inception) through March 31, 2025, including subsequent events through June 23, 2025, primarily describing the SPAC's formation, IPO completion on May 12, 2025, and related financial position. First periodic report filed by the SPAC; covers pre-IPO period. Key subsequent events: IPO of 15,000,000 units at $10.00 per unit ($150 million gross proceeds), private placement of 500,000 units ($5 million), trust account funded with $150 million ($10.00 per unit), 24-month deadline from IPO, sponsor promissory note of $300,000 (repaid June 20, 2025), founder shares issued to sponsor (5,750,000 Class B ordinary shares), 75,000 founder shares granted to three independent directors, administrative services agreement at $25,000 per month, underwriter over-allotment option for up to 2,250,000 units remains open, no business combination target selected or discussions held. Why it matters: Establishes initial trust value of $10.00 per public share and the 24-month completion window expiring May 12, 2027. Provides baseline financials (net loss $50,142, working capital deficit $126,217) and details on sponsor funding, related party transactions, and corporate governance. No target has been identified, and no extension or redemption mechanics are triggered yet. This filing is the foundational disclosure for the SPAC's lifecycle.
What changed: SEC Form 3—Initial Statement of Beneficial Ownership filed by Michelle Kley for EGH Acquisition Corp. on June 5, 2025 (Accession No. 0001104659-25-056952). The filing explicitly states there are 'no non-derivative transactions or holdings reported.' Accordingly, there are no modifications to the SPAC’s redemption schedule, trust account composition, proposed extension windows, target acquisition velocity, or sponsor fiduciary actions. The reported trust value remains $10.26 per share, and the dissolution deadline stands at 2027-05-12, unchanged by this submission. Why it matters: Although the document contains zero claims regarding customer contracts, historical or projected revenue, total addressable market sizing, proprietary technology, channel partnerships, pending litigation, or executive personnel shifts, its primary utility for this investor profile lies in confirming baseline insider neutrality. With no disclosed equity adjustments by the named reporting person, there is no observable shift in capital commitment or redemption hedging behavior ahead of the 2027-05-12 sunset date. All referenced financial and temporal parameters are attributed directly to the underlying prospectus registration data rather than to any speaker or corporate representative in this filing’s text. The submission functions strictly as a routine ownership audit without triggering valuation resets, warrant exercises, or deal-phase transitions.
What changed: A Form 8-K Current Report (Item 5.02) disclosing the appointment of a new Chief Legal Officer and Corporate Secretary, along with associated sponsor equity grants and officer indemnification agreements. The Company’s Board stated it appointed Michelle Kley as Chief Legal Officer and Corporate Secretary effective June 3, 2025. The filing records that the Sponsor granted Ms. Kley 25,000 Class A Units of EGH Sponsor LLC pursuant to a Securities Transfer Agreement, and that she executed the Company’s standard Indemnity Agreement referenced in a prior 8-K filed May 8, 2025. The document reports no adjustments to the trust account, redemption procedures, proxy solicitations, or the announced business combination timeline. Why it matters: Per the filing, the Board selected Ms. Kley (age 53) based on more than 20 years of legal experience, specifically her tenures as Executive Vice President, Chief Legal Officer, and Corporate Secretary at Volta, Inc. (July 2022 to March 2023), Executive Vice President, Chief Legal Officer, General Counsel and Secretary at Virgin Galactic Holdings, Inc. (December 2019 to July 2022), and Senior Vice President, Chief Legal and Compliance Officer and Secretary at Maxar Technologies Inc. The 25,000-unit sponsor grant aligns her compensation with existing sponsor holders and imposes no impact on public shareholder redemptions or trust distributions. For investors monitoring deal progress, sponsor conduct, and expiration risk, this filing confirms internal executive continuity to support potential transaction closing while leaving the existing deadline and trust mechanics intact.
What changed: Schedule 13D Joint Filing Agreement (Exhibit 99.1), executed May 16, 2025 and filed May 19, 2025, which designates EGH Sponsor LLC, EGH Management LLC, Energy Growth Holdings LLC, Andrew B. Lipsher, and Vincent T. Cubbage to collectively report their beneficial ownership of Class A ordinary shares, $0.0001 par value, of EGHA as of May 12, 2025. According to the joint filing agreement, each Party represents it is eligible to use Schedule 13D and agrees to bear responsibility for the timeliness, completeness, and accuracy of the filing and any amendments. The text discloses no share counts, purchase prices, or ownership percentages, and thus reports no changes to redemption mechanics, trust value, extension timelines, announced deal progress, or sponsor conduct. Why it matters: The agreement contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the underlying Schedule 13D schedules detailing positions, acquisition dates, and stated investment purposes are omitted, the document provides no data on threshold crossings, voting alliances, or strategic intent relative to the SPAC’s timeline. Investors relying solely on this exhibit cannot assess redemption pressure, extension likelihood, or deal viability, as the filing serves strictly as an administrative consolidation of reporting obligations among the five named signatories.
What changed: Form 8-K reporting the consummation of EGH Acquisition Corp.'s Initial Public Offering and simultaneous private placement on May 12, 2025, accompanied by an audited balance sheet and comprehensive notes detailing trust funding, sponsor commitments, over-allotment status, and pre-combination liquidity arrangements. According to Item 8.01 of the filing, the Company closed its IPO on May 12, 2025, selling 15,000,000 units at $10.00 per unit for $150,000,000 in gross proceeds. The filing states that $150,000,000 was placed into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. Note 1 discloses a 24-month Completion Window to consummate an initial business combination or liquidate. The underwriters retain an unexercised 45-day option to purchase up to 2,250,000 additional units, creating a $159,084 over-allotment liability on the balance sheet. Transaction costs totaled $9,567,513, comprising a $3,000,000 cash underwriting fee, a $6,000,000 deferred underwriting fee, and $567,513 in other offering costs. Per Note 4 and the sponsor letter agreement referenced in Note 1, EGH Sponsor LLC and underwriter-affiliated purchasers acquired 500,000 Private Placement Units at $10.00 per unit for $5,000,000. The filing states the Company's target acquisition must hold a fair market value of at least 80% of the net trust balance at signing. Note 1 further details that the sponsor, officers, and directors have waived redemption rights for founder and private placement shares, committed to voting in favor of a business combination, and agreed to indemnify the trust against third-party claims reducing it below the lesser of $10.00 per public share or the actual per-share trust value, though the Company explicitly notes the sponsor's only assets are Company securities and cannot assure satisfaction of this obligation. An administrative services agreement mandates $25,000 per month in fees. Working capital loans of up to $1,500,000 are available at $10.00 per unit conversion price, with none drawn as of May 12, 2025. Note 5 records a $108,352 promissory note from the sponsor and a $1,840,000 due-from-sponsor receivable. Note 9 discloses that subsequent to the balance sheet date, the sponsor repaid $1,646,600, leaving a $193,400 outstanding balance. Auditor WithumSmith+Brown, PC attested to the audited balance sheet showing $151,916,200 in total assets, $6,710,884 in total liabilities, $150,000,000 in trust cash, and $60,700 in operating cash. Why it matters: Investors monitoring EGHA should treat the $150,000,000 trust deposit as the definitive baseline for redemption pricing, acknowledging that final per-share payouts will fluctuate based on interest accruals and tax withholdings before the 24-month liquidation deadline triggers. The unexercised 45-day over-allotment creates contingent dilution and a recorded liability that will resolve once the option expires or is partially exercised. The mandatory 80% NAV screening test structurally delays deal signaling until the Company identifies targets meeting the threshold, compressing the practical acquisition timeline. While the sponsor's indemnification language establishes a theoretical floor tied to the $10.00 per public share metric, the Company's own admission that the sponsor lacks independent collateral transfers execution risk to the public shareholders if pre-combination third-party claims emerge. The shift from the $108,352 promissory note to a $1,646,600 sponsor repayment, combined with the fixed $25,000 monthly burn and the undrawn $1,500,000 working capital facility, demonstrates disciplined pre-deal cash conservation, but leaves the $193,400 residual receivable as a minor concentration risk ahead of the merger vote.
What changed: Form 8-K filing by EGH Acquisition Corp., a blank check company, reporting the consummation of its initial public offering (IPO) and related agreements. EGH Acquisition Corp. (EGHA) consummated its IPO of 15,000,000 units at $10.00 per unit on May 12, 2025, raising $150,000,000 in gross proceeds, which was placed in a trust account. Simultaneously, the company completed a private placement of 500,000 units to the sponsor and underwriters for $5,000,000. Key governance documents were adopted, including a new Amended and Restated Memorandum and Articles of Association, and standard IPO-related agreements were entered into (Underwriting Agreement, Trust Agreement, Registration Rights Agreement, etc.). The company appointed its initial board of directors and audit/compensation committees. The trust per-share value is $10.26. The deadline for the company to complete a business combination is 24 months from the IPO closing (May 12, 2027). Why it matters: This filing details the complete mechanics of a newly formed SPAC's IPO. Key for redemption/deadline tracking: the trust value is $10.26 per share, and the liquidation deadline is 24 months from May 12, 2025. The filing confirms the sponsor's founder shares are subject to forfeiture if the over-allotment is not fully exercised, and that sponsor and insiders have agreed to vote in favor of any deal and not redeem shares. The company's stated focus is on the power market, energy transition, and sustainability sectors.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. This document contains no amendments to any redemption deadline, trust value, extension provision, deal progress, or sponsor conduct. It is a procedural compliance exhibit stating that four affiliated parties—Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong—agree to file their beneficial ownership disclosures jointly on May 14, 2025, pursuant to Rule 13d-1(k). Why it matters: Under the agreement prepared by the undersigned entities and executed by Saul Ahn, the filing clarifies the consolidated regulatory reporting structure for these affiliates. Ahn signs as authorized signatory for the general partner, general counsel for Linden Advisors LP, and attorney-in-fact for Siu Min Wong, relying on a June 10, 2019 power of attorney incorporated from a prior Haymaker Acquisition Corp II filing. The document contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking EGHA, it confirms shared filing liability among these holders but provides no operational intelligence, signaling no shifts in acquisition pursuit, shareholder voting coordination, or capital management ahead of the relevant timeline.
What changed: FORM 4 — insider ownership report. Reported on 2025-05-12, the document records an open-market purchase executed by the reporting persons (EGH Sponsor LLC, EGH Management LLC, Energy Growth Holdings LLC, LIPSHER ANDREW B, and Cubbage Vincent T.). The filing states the acquisition involved 350,000 shares at $10, resulting in the reporting person owning 350,000 shares after. The submission identifies reporting personnel titles as director, Chief Executive Officer, 10% owner, Chairman, and CFO. Bearing on the specified mechanics: the filing merely logs secondary market acquisitions by the sponsor and named insiders. It does not modify any redemption deadline, trigger an extension provision, alter the DEAL_ANNOUNCED status, or change the trust/share valuation referenced in the SPAC metadata. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel changes. Why it matters: For investors tracking redemption mechanics and sponsor conduct, this Form 4 confirms direct open-market capital deployment by insiders during the announced deal phase. Purchasing 350,000 shares at $10 on 2025-05-12 signals secondary market conviction independent of the trust account balance, potentially impacting near-term trading liquidity and float composition. Because the filing records a straightforward secondary purchase rather than primary subscription or warrant exercise, it does not inject fresh trust capital or legally reset the combination timeline. However, the recorded 10% ownership allocations coupled with the 350,000-share addition materially shift the disclosed insider concentration ahead of the stated deadline. Investors monitoring deal execution and extension trajectories should treat this as a baseline liquidity event and await subsequent disclosures confirming whether management intends to accumulate further positions or initiate formal extension votes.
What changed: Final prospectus (424B4) for EGH Acquisition Corp.'s initial public offering of 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right to receive 1/10 of a Class A ordinary share upon a business combination. This is the first public filing establishing the SPAC's terms. No prior terms exist. The IPO closes on May 12, 2025. Trust initial deposit is $150,000,000 ($10.00 per public share). Deadline to complete a business combination is 24 months from closing (May 2027). Sponsor holds 5,750,000 founder shares purchased for $25,000 ($0.004 per share) and will purchase 350,000 private placement units. Underwriters have a 45-day over-allotment option for up to 2,250,000 additional units. Non-managing sponsor investors (six institutional investors) have expressed interest in purchasing 275,000 private placement units indirectly through sponsor membership interests. Special advisor Vikas Mittal (Meteora Capital) will assist in sourcing and diligence. Management team has prior SPAC experience with Tortoise Acquisition I, II, and III. Why it matters: This filing sets the baseline trust value ($10.00 per share), redemption mechanics, deadline, sponsor economics, and potential conflicts. Investors should note the substantial dilution from founder shares ($0.004 vs $10.00), the 24-month deadline, and the involvement of Meteora Capital as a special advisor with potential incentives to vote in favor of a business combination due to founder share ownership. The filing also discloses that there is no selected target and no substantive discussions have occurred.
What changed: A Form 3 insider ownership report filed by director David Elisofon for EGH Acquisition Corp. According to the filing, director Elisofon reports no non-derivative transactions or current holdings. The submission does not update redemption counts, alter trust mechanics, propose extensions, advance deal progress, or indicate shifts in sponsor conduct relative to the documented parameters. Why it matters: Investors monitoring redemption deadlines, trust distribution thresholds, and sponsor alignment should treat this as a standard regulatory confirmation of unchanged insider positioning. Because the reporting person explicitly states that no non-derivative transactions or holdings are recorded for this window, there is no new equity movement to weight against the $10.26 per-share trust value or the May 12, 2027 business combination expiration. Without additional disclosed activity in this exhibit, capital allocators must look to subsequent Form 4 filings or merger amendment schedules to determine whether executive trading patterns support or contradict the announced acquisition strategy.
What changed: Routine compliance exhibit — SEC Form 3 initial statement of beneficial ownership. Per the filing text, no non-derivative transactions or holdings changes were recorded for EGH Sponsor LLC, EGH Management LLC, Energy Growth Holdings LLC, Chief Executive Officer Andrew B. LIPsher, or Chairman and CFO Vincent T. Cubbage. Accordingly, there are no modifications to insider equity positions, sponsor construction share adjustments, trust account mechanics, redemption deadline pacing, extension voting triggers, or announced deal integration milestones. Why it matters: The document explicitly attributes a '10% owner' classification to each of the five reporting persons. Tracking this baseline is relevant for investors weighing sponsor alignment against the announced combination and potential post-merger holder behavior, though the filing contains no further operational or financial disclosures. There are no claims regarding customer bases, revenue figures, market size parameters, strategic initiatives, technology pipelines, commercial partnerships, pending litigation, or additional executive appointments beyond the stated officer titles. All assertions and numerical references originate solely from the submitted Form 3.
What changed: A Form 8-A filed pursuant to Section 12(b) of the Securities Exchange Act of 1934 to register three classes of securities—Units (each composed of one Class A ordinary share and one right), Class A ordinary shares (par value $0.0001 per share), and Rights (each entitling the holder to receive one-tenth (1/10) of one Class A ordinary share)—for quotation on The Nasdaq Stock Market LLC. EGH Acquisition Corp. has executed routine registration paperwork to list the registered units, shares, and rights. The filing makes no amendment to redemption mechanics, trust account allocations, business combination deadlines, extension voting rules, target acquisition progress, or sponsor governance/compensation conduct. The registrant explicitly defers all operative security descriptions to the prior Registration Statement on Form S-1 (File No. 333-286583), originally filed on April 16, 2025. Why it matters: Because this is a standard exchange-listing compliance exhibit, it does not update investor redemption economics, trust valuation timing, deadline adjustments, or merger negotiation status. The document exclusively confirms the registrant’s Cayman Islands incorporation, U.S. tax identification number (98-1836055), principal executive address (7901 4th Street North Suite No. 12820, St. Petersburg, FL 33702), and identifies Andrew B. Lipsher, acting Chief Executive Officer, as the authorized signatory dated May 8, 2025. No assertions regarding customers, revenue metrics, market sizing, strategic direction, proprietary technology, commercial partnerships, active litigation, or personnel changes are contained herein. Investors tracking redemption windows, trust distributions, or deal execution must consult the incorporated S-1 prospectus and subsequent proxy/definitive merger filings rather than this administrative registration form.
What changed: SEC Form 3 initial beneficial ownership report for EGH Acquisition Corp. director Katherine J. Savitt, formally disclosing zero non-derivative transactions or equity holdings. The filing reports no acquisitions, dispositions, or derivative exercises by Director Savitt. Consequently, there is no movement affecting trust value per share, no implication for the redemption deadline, and no observable shift in merger progression or sponsor conduct. Why it matters: This is a routine Section 16 compliance baseline. The explicit certification of empty non-derivative positions indicates the director either lacked pre-existing public reporting triggers at the time of the deal announcement or chose not to take a direct equity stake. For investors tracking the stated trust composition, extension timelines, and sponsor alignment ahead of the redemption window, this submission delivers a neutral anchor point rather than forward-looking mechanical data or deal catalysts.
What changed: SEC Form 3 initial beneficial ownership report filed by director Stephen S. Pang for EGH Acquisition Corp. The filing, authored by director Pang Stephen S., states there were no non-derivative transactions or holdings reported. Accordingly, the submission introduces no changes to redemption mechanics, trust valuation protocols, extension provisions, business combination status, or sponsor oversight routines. Why it matters: Because the director’s report exclusively confirms an absence of equity activity, it holds no predictive weight for capital return schedules, deal execution pacing, or corporate governance signals. According to the filer, no positions were adjusted, meaning the document provides no actionable updates for investors monitoring the announcement-phase timeline, unit liquidity parameters, or management commitments. As a routine Section 16(a) recordation, it carries no independent operational, financial, or strategic claims beyond its administrative acknowledgment of insider stock position baselines.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.