IPO and Financing - The company completed its Initial Public Offering (IPO) on May 12, 2025, raising gross proceeds of $150,000,000 from the sale of 15,000,000 Public Units at $10.00 per Unit[22]. - A private sale of 500,000 Private Placement Units was completed simultaneously with the IPO, generating an additional $5,000,000 in gross proceeds[23]. - The total amount of $150,000,000 from the IPO and Private Placement was placed in a Trust Account[24]. - The company incurred total fees of $9,567,513 related to the IPO, including a cash underwriting fee of $3,000,000 and a deferred fee of $6,000,000[212]. - Cash held outside the Trust Account as of December 31, 2025, was $777,703, primarily used for evaluating target businesses and due diligence[216]. - An affiliate of the Sponsor provided a loan of up to $300,000 under the IPO Promissory Note, with $108,352 fully repaid upon the IPO completion on May 12, 2025[218]. - The company may receive Working Capital Loans up to $1,500,000, convertible into units of the post-Business Combination entity at $10.00 per unit, with no borrowings under such loans as of December 31, 2025[219]. Business Combination Plans - The company must complete its initial Business Combination by May 12, 2027, or face termination and distribution of Trust Account amounts[25]. - The Hecate Business Combination was unanimously approved by the Board of Directors and includes provisions for significant asset contributions and share conversions[28]. - The Business Combination is expected to close in the third quarter of 2026, pending shareholder approvals and customary closing conditions[39]. - The company aims to identify and complete its initial Business Combination with a company focused on providing reliable power solutions and improving sustainability[62]. - The company has established criteria for evaluating business combination candidates, focusing on those that exhibit unrecognized value and have attractive growth opportunities[75]. - The company may pursue an initial Business Combination in any business or industry, including financially unstable or early-stage companies[95]. - The company may seek Business Combination opportunities in industries outside of its management's expertise if the current target, Hecate, is not consummated[172]. Shareholder Considerations - Shareholder approval will be sought for the Hecate Business Combination, as required by applicable law or stock exchange rules[112]. - Public Shareholders will have the opportunity to redeem their shares either through a general meeting or a tender offer, at the company's discretion[128]. - To approve the initial Business Combination, approximately 32.7% (4,900,001 shares) or 55.4% (8,316,667 shares) of the 15,000,000 Public Shares must be voted in favor, depending on the resolution type[133]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[140]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[145]. Financial Performance and Projections - The company generated net income of $3,373,817 for the period from January 9, 2025, through December 31, 2025, primarily from interest earned on marketable securities held in the Trust Account[211]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a public company[210]. - The company has approximately $153,867,836 available for a Business Combination as of December 31, 2025, excluding amounts held outside the Trust Account for working capital[94]. - The expected Redemption Price upon dissolution is approximately $10.26 per Public Share as of December 31, 2025, but actual amounts may be lower due to creditor claims[151]. Risks and Challenges - The company may experience significant dilution for public shareholders due to the conversion of founder shares and potential additional equity issuances[78]. - The company may face conflicts of interest among its officers and directors when evaluating potential Business Combination opportunities[86]. - The company may face challenges in completing its initial Business Combination, including potential litigation and the need for additional financing, which could compel it to restructure or abandon the Business Combination[169]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating the Trust Account[183]. - The company may face increased competition for attractive Business Combination targets as the number of SPACs evaluating targets rises, potentially increasing costs[169]. Management and Strategy - The Management Team has extensive experience in negotiating and completing Business Combinations, including with Volta and Hyliion[56]. - The company has a strategy to optimize acquired businesses through the expertise and networks of its Board of Directors[54]. - The management team believes that their network of industry contacts provides a competitive advantage in sourcing attractive business combination targets[68]. - The management team has a deep understanding of capital markets, which is crucial for evaluating and executing business combination transactions[70]. - The management team may face conflicts of interest due to their commitments to other businesses, which could negatively impact the Business Combination process[177].

Core Insights - Hecate Energy Group LLC has successfully closed the sale of its Cereza solar and storage project, which has a capacity of up to 2,000 MW, to Savion, aligning with its strategy to develop and monetize large-scale energy campuses [1][9] - The sale reinforces Hecate's track record of over 12 GW of projects sold and contributes to a revenue backlog exceeding $686 million, showcasing the company's development capabilities and market leadership [2][4] Company Overview - Hecate Energy, headquartered in Chicago, is a prominent U.S. developer of utility-scale energy parks, with a diversified portfolio that includes solar, battery storage, wind, and thermal generation [5] - Since its inception in 2012, the company has developed over 5 GW of projects to construction or operations and has sold more than 12 GW of power plant and storage projects [5][6] Project Development - Hecate secured rights to develop the Cereza project in 2024, which is a utility-scale solar and storage facility located at the Department of Energy's Hanford Site [3] - The sale of the Cereza project highlights Hecate's expertise in executing large, complex energy park projects and its technology-agnostic approach, catering to industrial and data center customers [4] Financial Performance - The transaction adds to Hecate's portfolio of sold projects, now exceeding 12 GW, and enhances its revenue backlog, which reflects the scale and quality of its development pipeline [4] - Hecate has established over 50 power purchase agreements (PPAs) and similar contracts exceeding 6 GW of capacity, indicating strong market demand for its projects [6] Future Prospects - Hecate is in the process of a business combination with EGH Acquisition Corp., which will result in Hecate becoming a public company listed on Nasdaq under the ticker symbol "HCTE" [7]

Core Viewpoint - Hecate Energy Group LLC and EGH Acquisition Corp. are set to host an investor webinar on February 5, 2026, to discuss Hecate's operations and strategy, including a proposed transaction for Hecate to become publicly listed on Nasdaq [1][2]. Company Overview - Hecate Energy, based in Chicago, is a prominent U.S. developer of utility-scale energy parks with a diversified portfolio that includes solar, battery storage, wind, and thermal generation [3]. - Founded in 2012, Hecate has developed projects totaling five gigawatts (GW) to construction or operations and has sold over 12 GW of power plant and storage projects [3]. - The company has established over 50 power purchase agreements (PPAs) and similar contracts exceeding 6 GW of capacity with 24 counterparties, alongside projects selling through U.S. wholesale power markets [4]. Financial Highlights - Hecate has developed over five GW of projects currently under construction or in operation, representing investments exceeding $6 billion [4]. - The company has an active development pipeline of over 47 GW of power projects [4]. Business Combination Details - EGH Acquisition Corp. aims to merge with Hecate, focusing on the power market and energy transition sectors, targeting industries that require reliable and cost-effective power solutions [5]. - EGH plans to file a registration statement with the SEC regarding the business combination, which will include a preliminary proxy statement/prospectus [6].

Company Overview - Hecate Energy Group LLC is an independent energy infrastructure developer focused on utility-scale energy parks, with a diversified portfolio that includes solar, battery storage, wind, and thermal generation [1][2] - Founded in 2012, Hecate has developed the largest independent portfolio of renewable and thermal power projects totaling over 47 gigawatts (GW) across eight U.S. power markets and 26 states [2][9] - The company has successfully sold over 12 GW of projects and has more than 4 GW currently under exclusivity or advanced negotiations for sale [2] Business Combination - Hecate has entered into a definitive business combination agreement with EGH Acquisition Corp, which will lead to Hecate becoming a public company listed on Nasdaq under the ticker symbol "HCTE" [1][4] - The transaction values Hecate at a pre-money enterprise value of $1.2 billion, with EGH's trust account providing up to $155 million for Hecate's development needs [4] - The transaction is expected to close in mid-2026, subject to customary closing conditions, including shareholder approval from EGH [4] Strategic Positioning - Hecate is strategically positioned to benefit from the increasing demand for powered land, driven by the growth of data centers and large-load customers [1][3] - The partnership with EGH is seen as a transformational milestone that will enhance Hecate's ability to accelerate project development and monetize its portfolio [3] - Hecate's management team will continue to lead the combined company post-transaction, with existing shareholders rolling 100% of their equity into the public entity [4] Financial and Operational Highlights - Hecate has developed over 5 GW of projects that are currently under construction or in operation, representing over $6 billion in energy investments [9] - The company has entered into over 50 power purchase agreements (PPAs) exceeding 6 GW of capacity with 24 counterparties [9] - Hecate's active development pipeline includes over 47 GW of power projects, indicating significant growth potential [9]

IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on May 12, 2025, raising gross proceeds of $150,000,000 from the sale of 15,000,000 Public Units at $10.00 each[103]. - The company incurred total fees of $9,567,513 related to the IPO, which included a cash underwriting fee of $3,000,000 and a deferred fee of $6,000,000[111]. - As of September 30, 2025, the company had a net income of $2,117,299, primarily from interest earned on marketable securities held in the Trust Account, totaling $2,394,399[110]. - The Trust Account held approximately $152,394,399 in marketable securities as of September 30, 2025, including $2,394,399 of interest income[113]. Business Combination and Operations - The company has until May 12, 2027, to complete a Business Combination, or it will cease operations and redeem Public Shares[106]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds for working capital[113]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[127]. Financial Management and Costs - For the three months ended September 30, 2025, general and administrative costs amounted to $200,990, impacting the net income[109]. - The company incurred $125,000 in fees for administrative services under an agreement with the Sponsor from inception through September 30, 2025[124]. - The company has cash held outside the Trust Account of $961,041 as of September 30, 2025, primarily for evaluating target businesses[114]. - The company may need to raise additional capital to meet liquidity needs, raising concerns about its ability to continue as a going concern[118]. Accounting and Reporting - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[131]. - Net income (loss) per Ordinary Share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares outstanding[132]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring disclosures of significant segment expenses and other segment items[133]. - Management does not anticipate any recently issued accounting standards will materially affect the financial statements[134]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[135].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $808,306, primarily from interest earned on marketable securities[102]. - The company incurred total expenses of $1,884 during the period from January 9, 2025, through June 30, 2025, which was fully paid by July 31, 2025[100]. - Cash used in operating activities from January 9, 2025, through June 30, 2025, amounted to $385,773[106]. Initial Public Offering - The company generated gross proceeds of $150,000,000 from the Initial Public Offering of 15,000,000 Public Units at $10.00 per unit[104]. - The company has a deferred underwriting discount of 4.00% of the gross proceeds from the Initial Public Offering, amounting to $6,000,000, payable upon the closing of an initial Business Combination[113]. Trust Account and Marketable Securities - As of June 30, 2025, the company had marketable securities held in the Trust Account totaling $150,834,274, including $834,274 of interest income[107]. - The company plans to use funds in the Trust Account primarily to complete its Business Combination and for working capital[107]. Future Expectations - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[101]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the Business Combination[110]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[111].

Financial Position - Total assets as of March 31, 2025, amount to $101,075, with total liabilities at $126,217, resulting in a shareholder's deficit of $25,142[7]. - As of March 31, 2025, the Company had cash of $0 and a working capital deficit of $126,217[35]. - The Company has no cash or cash equivalents as of March 31, 2025[46]. - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[114]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 12, 2025, raising gross proceeds of $150,000,000 from the sale of 15,000,000 units at $10.00 per unit[22]. - The Initial Public Offering on May 12, 2025, involved the sale of 15,000,000 Units at a price of $10.00 per Unit, totaling $150 million[60]. - The Company completed its Initial Public Offering (IPO) of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000[127]. - An additional private sale of 500,000 Private Placement Units was completed at $10.00 per Unit, resulting in gross proceeds of $5,000,000[128]. - Total expenses incurred related to the Initial Public Offering amounted to $9,567,513, which includes a cash underwriting fee of $3,000,000 and a deferred underwriting fee of $6,000,000[109]. - The underwriters have a 45-day option to purchase up to an additional 2,250,000 Units at the IPO price, with a cash underwriting discount of 2.00% amounting to $3,000,000[77][78]. - The deferred underwriting discount is 4.00% of the gross proceeds of the IPO, totaling $6,000,000, payable upon the closing of an initial Business Combination[79]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[20]. - The Company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[105]. - The Company has not engaged in substantive discussions with any business combination target as of the reporting date[19]. - The Company has a commitment to complete a business combination with a target business that has a fair market value of at least 80% of the net balance in the Trust Account[25]. - Geopolitical tensions, including the Russia-Ukraine conflict, may adversely affect the Company's search for an initial business combination and target businesses[73][74]. Shareholder Information - The company has issued 5,750,000 Class B ordinary shares, with additional paid-in capital of $24,425[13]. - The Company is authorized to issue 500,000,000 Class A ordinary shares, with none issued or outstanding as of March 31, 2025[80]. - The Company issued 5,750,000 Class B ordinary shares to the Sponsor, with up to 750,000 shares subject to forfeiture if the underwriters' over-allotment option is not fully exercised[81]. - The founder shares will automatically convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial Business Combination[82]. - The Company has entered into agreements to waive redemption rights with respect to founder shares and public shares in connection with the initial Business Combination[63]. Financial Commitments and Loans - The Company has an unsecured promissory note from the Sponsor of up to $300,000 to satisfy liquidity needs until May 12, 2025[35]. - As of March 31, 2025, the Company had borrowed $69,769 under a promissory note from the Sponsor, with a total loan amount of up to $300,000 available for IPO expenses[70]. - The Company may receive up to $1,500,000 in Working Capital Loans, which can be converted into units at a price of $10.00 per unit upon completion of a Business Combination[36]. - The Company may utilize up to $1,500,000 of Working Capital Loans, which may be convertible into private placement units at $10.00 per unit[72]. Trust Account - The Trust Account will initially hold $150,000,000 from the IPO proceeds, invested in U.S. government treasury obligations or money market funds[26]. - As of May 12, 2025, $150,000,000 was placed in the Trust Account following the Initial Public Offering and Private Placement Units[108]. - The Company intends to use funds in the Trust Account primarily to complete its Business Combination and for working capital for the target business[110]. - The company will provide public shareholders the opportunity to redeem their shares at a price equal to the amount in the Trust Account, anticipated to be $10.00 per public share[29]. Financial Performance - The company reported a net loss of $50,142 for the period from January 9, 2025, through March 31, 2025, with a basic and diluted net loss per share of $0.01[10]. - The Company reported a net loss of $50,142 for the period from January 9, 2025, through March 31, 2025, primarily due to general and administrative costs[106]. - The Company has not recognized any unrecognized tax benefits as of March 31, 2025, and its tax provision was zero for the period presented[52]. Administrative Expenses - The Company entered into an agreement to pay $25,000 per month for administrative services starting May 8, 2025, which will cease upon the completion of the initial Business Combination[71]. - Monthly fees of $25,000 for office space and administrative support will cease upon the completion of the initial Business Combination[98]. - The Company does not believe it will need to raise additional funds to meet operating expenditures, assuming the Sponsor fulfills its obligations[37].

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 1, 2025. Registration No. 333-286583 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EGH Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1836055 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. ...

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 16, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EGH Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1836055 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificatio ...