EGH Acquisition Corp. 8-K

What Happened

• EGH Acquisition Corp. announced on January 21, 2026 that it entered into a Business Combination Agreement with Hecate Energy Group, LLC and Hecate Holdings LLC. The boards of both parties unanimously approved the deal. The transaction structures EGH as a public holding company in an "Up‑C" with Hecate operating substantially all assets, includes EGH’s domestication from the Cayman Islands to Delaware, and is expected to close in the third quarter of 2026, subject to customary conditions.

Key Details

• Transaction mechanics: public EGH Class A shares will be redeemable prior to closing; Class B shares and public units will convert into Class A shares; certain convertible notes (up to $1.5M) may convert into private units. EGH will contribute its assets to Hecate and receive Hecate units; Parent Hecate Units issued will be sized so their value equals $1.2 billion less Hecate’s net indebtedness (valuing each Hecate Unit at EGH’s shareholder redemption price).
• Conditions and timing: closing requires shareholder approval, an effective S‑4 registration (registering EGH Class A Common Stock), listing on a national exchange, no legal prohibition, and at least $50.0 million remaining in the trust account after redemptions. The agreement can be terminated if not closed by May 11, 2027 (subject to limited exceptions).
• Governance and capital plan: post‑closing EGH board will have seven directors — six designated by Hecate and one by the Sponsor (majority independent; at least three audit‑committee‑eligible Hecate designees). An Incentive Equity Plan will reserve shares equal to 10% of post‑close EGH Class A common stock.
• Other material arrangements: a Tax Receivable Agreement will require EGH to pay the TRA holder 85% of net tax benefits realized from certain basis step‑ups on exchanges; Sponsor and Parent lock‑up agreements restrict transfers for up to one year, with partial release windows and sponsor "At‑Risk" shares subject to vesting tied to closing cash and VWAP thresholds ($12.00 and $13.00) or other triggering events.

Why It Matters

• This filing signals a definitive merger plan that would turn EGH into the publicly listed parent of Hecate Energy’s operating business under an Up‑C structure. Key investor considerations include the requirement for shareholder approval and regulatory filings (S‑4), the $50M trust‑account minimum to proceed, the substantial issuance and conversion mechanics that will change share counts and ownership, ongoing tax‑related cash obligations under the TRA (85% payment sharing), and sponsor/parent lockups that limit early secondary supply. The transaction timeline targets Q3 2026 but contains closing conditions and termination dates investors should watch.