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].

CHICAGO, Jan. 22, 2026 (GLOBE NEWSWIRE) -- Hecate Energy Group LLC (“Hecate”), an independent energy infrastructure developer, and EGH Acquisition Corp. (NASDAQ: EGHAU, EGHA, EGHAR) (“EGH”) today announced they have entered into a definitive business combination agreement (the “Transaction” or the “Business Combination”) that would result in Hecate becoming a public company to be listed on Nasdaq under the ticker symbol “HCTE.” Company Background Hecate is a leading U.S. developer of utility-scale energy pa ...

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 ...