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10-K2026-03-20· x-ai/grok-4.1-fast

EGHAR · EGH Acquisition Corporation

0001104659-26-032800

SEC filing

Summary

EGH Acquisition Corporation, a blank check company, reported net income of $3.4 million for FY 2025 ending December 31, 2025, driven primarily by $3.9 million in interest earned on marketable securities held in the Trust Account and a $159K gain on expiration of the Over-Allotment Option liability, offsetting $653K in general and administrative expenses and resulting in a $653K loss from operations. Total other income reached $4.0 million. No operating revenues were generated, as activities remain focused on pursuing an initial Business Combination, including the proposed Hecate transaction. Balance sheet highlights include total assets of $154.8 million, with $153.9 million in Trust Account securities (15,000,000 Class A Ordinary Shares subject to redemption at $10.26 per share) and $778K cash outside the Trust. Liabilities totaled $6.1 million, including a $6.0 million Deferred Fee payable. Shareholders' deficit stood at -$5.2 million. Cash flows showed net use in operating activities of -$719K, investing outflow of -$150.0 million into the Trust, and financing inflow of $151.5 million from the IPO and Private Placement, yielding a $778K net increase in cash. Forward-looking, the company aims to complete a Business Combination by May 12, 2027, with $153.9 million available pre-redemptions and expenses.

Key takeaways

Full analysis

Performance Summary

EGH Acquisition Corporation recorded net income of $3.4 million for the fiscal year ended December 31, 2025. This reflects no operating revenues, consistent with its status as a blank check company pre-Business Combination. Key drivers included $3.9 million in interest from Trust Account marketable securities and $159K gain on Over-Allotment Option expiration, against $653K G&A expenses yielding a $653K operating loss. Total other income was $4.0 million. Balance sheet shows $154.8 million total assets, primarily $153.9 million Trust securities. No prior year data available as FY 2025 is the first full period post-IPO on May 12, 2025.

Revenue Analysis

No revenue generated, as the company has no operations. Efforts focused on IPO completion (15M Public Units at $10.00, $150M gross proceeds) and Private Placement (500K Units, $5M proceeds), with $150M placed in Trust. Pursuit of Hecate Business Combination ongoing, targeting energy transition sector.

Margins & Profitability

Not applicable due to absence of revenue. Operating loss of -$653K from G&A. Net profitability driven by non-operating items: Trust interest and option gain. Accumulated deficit -$5.2 million.

Cash Flow & Balance Sheet

Net cash used in operating activities -$719K, adjusted for $3.4M net income, $3.9M Trust interest accretion, and working capital changes. Investing: -$150.0M into Trust. Financing: $151.5M from IPO net proceeds ($147.0M Public Units), Private Placement ($5.0M), offset by repayments and costs. Ending cash $778K outside Trust; total current assets $869K. Liabilities $6.1M, including $6.0M Deferred Fee. Strong liquidity via $153.9M Trust.

Outlook

Management targets Business Combination by May 12, 2027 (extendable via shareholder vote). Minimum $50M post-redemption cash condition for Hecate deal. Risks include redemption levels impacting Trust, potential liquidation if no deal, Nasdaq 36-month rule. No quantitative guidance; focus on energy infrastructure targets.