Financial Performance - As of September 30, 2025, the company reported a net income of $1,359,135 for the three months ended September 30, 2025, primarily from interest earned on marketable securities[109]. - Total cash used in operating activities from inception through September 30, 2025, was $534,547, with net income of $2,117,299 impacted by interest income of $2,394,399[112]. - The company has approximately $152,394,399 in marketable securities held in the Trust Account as of September 30, 2025, including $2,394,399 of interest income[113]. - 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[111]. - The company has no long-term debt or capital lease obligations as of September 30, 2025[124]. - 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]. IPO and Business Combination - 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 has until May 12, 2027, to complete its Business Combination, or it will cease operations and redeem Public Shares[106]. - 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]. Liquidity and Capital Needs - The company may need to raise additional capital to meet liquidity needs, which raises substantial doubt about its ability to continue as a going concern[118]. - As of September 30, 2025, the company had cash held outside the Trust Account amounting to $961,041, primarily for evaluating target businesses[114]. - The company incurred $125,000 in fees for administrative services from the Sponsor from inception through September 30, 2025[124]. Accounting and Reporting - 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 to 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]. Equity and Shareholder Information - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[131].

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements.](index=7&type=section&id=Item%201.%20Financial%20Statements.) The company presents its unaudited condensed financial statements for the period ended June 30, 2025 [Unaudited Condensed Balance Sheet as of June 30, 2025](index=7&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202025) **Condensed Balance Sheet Highlights (June 30, 2025)** | Metric | Amount | | :--- | :--- | | Total Assets | $152,164,103 | | Marketable securities held in Trust Account | $150,834,274 | | Total Liabilities | $6,107,536 | | Class A Ordinary Shares subject to possible redemption | $150,834,274 | | Total Shareholders' Deficit | $(4,777,707) | [Unaudited Condensed Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20the%20Period%20from%20January%209%2C%202025%20(Inception)%20Through%20June%2030%2C%202025) **Condensed Statements of Operations Highlights** | Metric | For the Three Months Ended June 30, 2025 | For the Period from January 9, 2025 (Inception) Through June 30, 2025 | | :--- | :--- | :--- | | General and administrative costs | $185,052 | $235,194 | | Loss from operations | $(185,052) | $(235,194) | | Gain on expiration of Over-Allotment Option liability | $159,084 | $159,084 | | Interest earned on marketable securities held in Trust Account | $834,274 | $834,274 | | Net income | $808,306 | $758,164 | | Basic and diluted net income per Ordinary Share, Class A | $0.06 | $0.08 | | Basic and diluted net income per Ordinary Share, Class B | $0.06 | $0.08 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=9&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%20the%20Period%20from%20January%209%2C%202025%20(Inception)%20Through%20June%2030%2C%202025) **Changes in Shareholders' Deficit Highlights (Period from Inception through June 30, 2025)** | Event | Impact on Shareholder's Deficit | | :--- | :--- | | Balance — January 9, 2025 (inception) | $0 | | Issuance of Class B Ordinary Shares to Sponsor | $25,000 | | Net loss (through March 31, 2025) | $(50,142) | | Sale of 500,000 Private Placement Units | $5,000,000 | | Fair value of rights included in Public Units | $2,220,000 | | Allocated value of transaction costs to Class A Ordinary Shares | $(169,762) | | Forfeiture of Founder Shares | $0 | | Accretion for Class A Ordinary Shares to redemption amount | $(12,611,109) | | Net income (for the three months ended June 30, 2025) | $808,306 | | Balance - June 30, 2025 | $(4,777,707) | [Unaudited Condensed Statement of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20Period%20from%20January%209%2C%202025%20(Inception)%20Through%20June%2030%2C%202025) **Condensed Statement of Cash Flows Highlights (Inception through June 30, 2025)** | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(385,773) | | Net cash used in investing activities (Trust Account investment) | $(150,000,000) | | Net cash provided by financing activities | $151,497,148 | | Net Change in Cash | $1,111,375 | | Cash – End of period | $1,111,375 | [Notes to Unaudited Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=11&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) The company is a blank check entity incorporated in January 2025 to pursue a Business Combination - The company was incorporated on January 9, 2025, as a blank check company for a Business Combination[20](index=20&type=chunk) **IPO and Private Placement Details** | Event | Date | Gross Proceeds | Units Sold | | :--- | :--- | :--- | :--- | | Initial Public Offering | May 12, 2025 | $150,000,000 | 15,000,000 | | Private Placement | May 12, 2025 | $5,000,000 | 500,000 | - Transaction costs amounted to **$9,567,513**, including a **$6,000,000** deferred underwriting fee[25](index=25&type=chunk) - An amount of **$150,000,000** from the IPO and private placement proceeds was placed in a Trust Account, with a per share amount of **$10.06** as of June 30, 2025[27](index=27&type=chunk)[28](index=28&type=chunk) - The company has until **May 12, 2027**, to complete its initial Business Combination[27](index=27&type=chunk)[30](index=30&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=15&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company details its accounting policies, including its election as an emerging growth company - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[39](index=39&type=chunk)[40](index=40&type=chunk) - Marketable securities held in the Trust Account are classified as trading securities at fair value, consisting of money market funds as of June 30, 2025[44](index=44&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as temporary equity at redemption value, with changes recognized immediately[48](index=48&type=chunk) - The Over-Allotment Option was accounted for as a liability and re-valued at each reporting date, while Rights are classified under equity treatment[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO on May 12, 2025, generating gross proceeds of $150,000,000 **Initial Public Offering Summary** | Metric | Value | | :--- | :--- | | Date | May 12, 2025 | | Public Units Sold | 15,000,000 | | Price per Public Unit | $10.00 | | Gross Proceeds | $150,000,000 | [NOTE 4. PRIVATE PLACEMENT](index=19&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The company sold 500,000 Private Placement Units for $5,000,000 concurrently with the IPO **Private Placement Summary** | Metric | Value | | :--- | :--- | | Private Placement Units Sold | 500,000 | | Price per Unit | $10.00 | | Aggregate Purchase Price | $5,000,000 | | Sponsor's Purchase | 350,000 units | | CCM and Seaport's Purchase | 150,000 units | [NOTE 5. RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note outlines transactions with related parties, including Founder Share issuances and service agreements - The Sponsor initially received **5,750,000 Class B Ordinary Shares** (Founder Shares) for **$25,000** on January 9, 2025[63](index=63&type=chunk) - **750,000 Founder Shares** were forfeited by the Sponsor on June 26, 2025, due to the unexercised Over-Allotment Option[63](index=63&type=chunk) - Founder Shares (membership interests) were granted to three independent directors (**75,000 shares**), a service provider (**10,000 shares**), and an officer (**25,000 shares**) for their services[64](index=64&type=chunk) - The IPO Promissory Note from the Sponsor, for up to **$300,000**, was repaid by **$108,352** upon IPO closing, with no amounts outstanding[67](index=67&type=chunk) - The company has an Administrative Services Agreement to pay **$25,000 per month** for office space, utilities, and support[69](index=69&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) The company addresses risks related to completing a Business Combination and details underwriter compensation - The company's ability to complete a Business Combination is subject to various risks and uncertainties, including changes in laws, economic conditions, and geopolitical instability[73](index=73&type=chunk) - Holders of Founder Shares, Private Placement Units, and potential Working Capital Loans are entitled to registration rights[74](index=74&type=chunk) - The underwriters' Over-Allotment Option expired unexercised on June 26, 2025[75](index=75&type=chunk) - A deferred underwriting fee of **$6,000,000** is payable to the underwriters upon the closing of an initial Business Combination[77](index=77&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=22&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note details the company's authorized and outstanding share capital as of June 30, 2025 **Share Capital Summary (June 30, 2025)** | Share Type | Authorized | Issued and Outstanding | | :--- | :--- | :--- | | Preference Shares | 5,000,000 | None | | Class A Ordinary Shares | 500,000,000 | 500,000 (excluding 15,000,000 subject to redemption) | | Class B Ordinary Shares | 50,000,000 | 5,000,000 | - Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis upon the consummation of an initial Business Combination[81](index=81&type=chunk) - Prior to a Business Combination, only Class B Ordinary Shareholders can vote on director appointments/removals and continuation in a jurisdiction outside the Cayman Islands[82](index=82&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=24&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) The company explains its use of a fair value hierarchy for financial instruments like options and rights - The fair value hierarchy classifies assets and liabilities based on observable and unobservable inputs (Level 1, 2, 3)[84](index=84&type=chunk)[86](index=86&type=chunk) - The Over-Allotment Option liability was classified as **Level 3** and valued using a Black-Scholes model[85](index=85&type=chunk) **Key Inputs for Over-Allotment Option Valuation (May 12, 2025)** | Input | Value | | :--- | :--- | | Risk-free interest rate | 4.37 % | | Expected term (years) | 0.12 | | Expected volatility | 2.75 % | | Exercise price | $10.0 | | Fair value of Over-Allotment Option unit | $0.071 | - Public Rights were classified as **Level 3** due to unobservable inputs, including a **15.0%** market adjustment[87](index=87&type=chunk) [NOTE 9. SEGMENT INFORMATION](index=25&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) The company operates as a single reportable segment with financial oversight by the Chief Financial Officer - The company has only **one reportable segment**[89](index=89&type=chunk) - The Chief Financial Officer (CODM) reviews the company's assets, operating results, and financial metrics as a whole[89](index=89&type=chunk) - Key measures of segment profit or loss reviewed by the CODM include general and administrative costs[92](index=92&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=26&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events through August 8, 2025, noting full payment of dues to the Sponsor - Subsequent events were evaluated through **August 8, 2025**[93](index=93&type=chunk) - The full amount due to the Sponsor (**$1,884**) was paid as of July 31, 2025[94](index=94&type=chunk)[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's financial condition, operational results, and liquidity as a blank check company [Overview](index=27&type=section&id=Overview) - EGH Acquisition Corp. is a blank check company formed on January 9, 2025, to effect a Business Combination[97](index=97&type=chunk) - The company intends to fund its Business Combination using IPO and Private Placement proceeds, securities, debt, or a combination thereof[97](index=97&type=chunk) - The company may seek to extend the Combination Period, which could reduce Trust Account funds and potentially affect its Nasdaq listing[99](index=99&type=chunk) - Failure to complete a Business Combination by **May 8, 2028**, could lead to Nasdaq trading suspension and delisting[99](index=99&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) - The **$1,884** in expenses incurred by the Sponsor on the company's behalf, reported as 'due to Sponsor' on June 30, 2025, was fully paid as of July 31, 2025[100](index=100&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) - The company has not engaged in operations or generated revenues to date, focusing on organizational activities, the IPO, and identifying acquisition candidates[101](index=101&type=chunk) **Net Income Summary** | Period | Net Income | | :--- | :--- | | Three months ended June 30, 2025 | $808,306 | | Inception (Jan 9, 2025) through June 30, 2025 | $758,164 | - Net income was primarily driven by interest earned on marketable securities in the Trust Account and a gain on the expiration of the over-allotment option, offset by general and administrative costs[102](index=102&type=chunk)[103](index=103&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) - Following the IPO and Private Placement, **$150,000,000** was placed in the Trust Account[104](index=104&type=chunk)[105](index=105&type=chunk) **Liquidity and Capital Resources (June 30, 2025)** | Metric | Amount | | :--- | :--- | | Marketable securities held in Trust Account | $150,834,274 | | Cash outside Trust Account | $1,111,375 | | Cash used in operating activities (inception to June 30, 2025) | $(385,773) | - Funds in the Trust Account are primarily for the Business Combination, while external funds are for identifying and evaluating target businesses[107](index=107&type=chunk)[108](index=108&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into units, to finance transaction costs for a Business Combination[109](index=109&type=chunk) - The company does not anticipate needing additional funds for current operations but may require financing to complete a Business Combination[110](index=110&type=chunk) [Off-Balance Sheet Arrangements](index=29&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company has no off-balance sheet arrangements, obligations, assets, or liabilities as of June 30, 2025[111](index=111&type=chunk) [Contractual Obligations](index=29&type=section&id=Contractual%20Obligations) - The company has no long-term debt, capital lease, operating lease, or long-term liabilities[112](index=112&type=chunk) - Contractual obligations include a **$25,000 monthly fee** for administrative services and a **$6,000,000** deferred underwriting discount payable upon closing a Business Combination[112](index=112&type=chunk)[113](index=113&type=chunk) [Critical Accounting Estimates and Policies](index=29&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) - The preparation of financial statements requires significant management judgment and estimates, particularly regarding Class A Ordinary Shares subject to possible redemption, which are classified as temporary equity[114](index=114&type=chunk)[115](index=115&type=chunk) [Recent Accounting Standards](index=30&type=section&id=Recent%20Accounting%20Standards) - The company adopted ASU 2023-07 (Segment Reporting) from its inception on January 9, 2025[117](index=117&type=chunk) - Management does not believe other recently issued, but not yet effective, accounting standards will materially affect the financial statements[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, detailed market risk disclosures are not required in this report - The company is a smaller reporting company and is not required to provide detailed market risk disclosures[119](index=119&type=chunk) [Item 4. Controls and Procedures.](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management confirms the effectiveness of disclosure controls and procedures as of June 30, 2025 [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Certifying Officers concluded that disclosure controls and procedures were **effective** as of June 30, 2025[120](index=120&type=chunk) - Disclosure controls and procedures provide **reasonable, not absolute, assurance**[121](index=121&type=chunk) [Changes in Internal Control over Financial Reporting](index=30&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - No changes in internal control over financial reporting were applicable or reported[122](index=122&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings.](index=31&type=section&id=Item%201.%20Legal%20Proceedings.) No material litigation is currently pending or contemplated against the company or its management - No material litigation is currently pending or contemplated against the company or its officers and directors[124](index=124&type=chunk) [Item 1A. Risk Factors.](index=31&type=section&id=Item%201A.%20Risk%20Factors.) The company highlights key risks including international trade policies, Trust Account funding, and potential Nasdaq delisting - The company refers to its IPO Registration Statement for additional risks, as it is a smaller reporting company[125](index=125&type=chunk) - Changes in international trade policies, tariffs, and treaties may **materially adversely affect** the search for a Business Combination target or the performance of a post-Business Combination company[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - Extending the Combination Period could **reduce the amount held in the Trust Account** and adversely affect the company's ability to consummate a Business Combination or maintain its Nasdaq listing[130](index=130&type=chunk) - The company's securities will likely be **suspended from trading on Nasdaq and delisted** if an initial Business Combination is not consummated by May 8, 2028, due to the Nasdaq 36-Month Requirement[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - There is **no assurance** that the share price of the post-Business Combination company will be greater than the Redemption Price of Public Shares[137](index=137&type=chunk)[138](index=138&type=chunk) - Certain agreements related to the IPO may be amended or waived without shareholder approval, potentially benefiting the Sponsor, officers, and/or directors[139](index=139&type=chunk) - Market conditions, economic uncertainty, or downturns could adversely affect the company's business and ability to consummate a Business Combination[140](index=140&type=chunk)[141](index=141&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company details the unregistered sale of Private Placement Units and the use of IPO proceeds - The company completed an unregistered sale of **500,000 Private Placement Units** for **$5,000,000** to the Sponsor, CCM, and Seaport[142](index=142&type=chunk) - The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[142](index=142&type=chunk) - Gross proceeds from the IPO were **$150,000,000**, and from the Private Placement were **$5,000,000**[143](index=143&type=chunk)[144](index=144&type=chunk) - A total of **$150,000,000** was placed in the Trust Account, with remaining proceeds outside the Trust Account used for identifying and negotiating a Business Combination[145](index=145&type=chunk)[146](index=146&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[148](index=148&type=chunk) [Item 4. Mine Safety Disclosures.](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the company[149](index=149&type=chunk) [Item 5. Other Information.](index=36&type=section&id=Item%205.%20Other%20Information.) This section reports no new trading arrangements by officers and notes a new executive appointment - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter[150](index=150&type=chunk) - Michelle Kley was appointed Chief Legal Officer and Corporate Secretary on June 3, 2025, and granted an interest representing **25,000 Founder Shares**[151](index=151&type=chunk) [Item 6. Exhibits.](index=37&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed as part of the report, including key agreements and certifications - The report includes various exhibits such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Share Rights Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Units Purchase Agreements, Letter Agreement, Form of Indemnity Agreement, and Administrative Services Agreement[154](index=154&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are also filed[154](index=154&type=chunk) [SIGNATURES](index=38&type=section&id=SIGNATURES) The report is officially signed by the Chief Executive Officer and Chief Financial Officer - The report was signed on **August 8, 2025**[159](index=159&type=chunk) - Signatories include Andrew B. Lipsher (Chief Executive Officer) and Vincent T. Cubbage (Chief Financial Officer)[159](index=159&type=chunk)

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The company presents its unaudited condensed financial statements for the period from inception through March 31, 2025 Condensed Balance Sheet | Assets/Liabilities/Equity | Amount ($) | | :------------------------ | :--------- | | **Assets:** | | | Deferred offering cost | 101,075 | | Total Assets | 101,075 | | **Liabilities:** | | | Accounts payable and accrued expenses | 6,748 | | Accrued offering costs | 49,700 | | Promissory note - related party | 69,769 | | Total Liabilities | 126,217 | | **Shareholder's Deficit:**| | | Class B ordinary shares | 575 | | Additional paid-in capital| 24,425 | | Accumulated deficit | (50,142) | | Total Shareholder's Deficit | (25,142) | | Total Liabilities and Shareholder's Deficit | 101,075 | Condensed Statement of Operations | Item | Amount ($) | | :------------------------------------ | :--------- | | General and administrative costs | 50,142 | | Loss from operations | (50,142) | | Net loss | (50,142) | | Weighted average shares outstanding, Class B ordinary shares | 5,000,000 | | Basic and diluted net loss per share, Class B ordinary shares | (0.01) | Condensed Statement of Changes in Shareholder's Deficit | Item | Class A Ordinary Shares (Shares) | Class A Ordinary Shares (Amount $) | Class B Ordinary Shares (Shares) | Class B Ordinary Shares (Amount $) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Shareholder's Deficit ($) | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :---------------------- | :------------------------------ | | Balance — January 9, 2025 (inception) | — | — | — | — | — | — | — | | Issuance of Class B ordinary shares to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | | Net loss | — | — | — | — | — | (50,142) | (50,142) | | Balance - March 31, 2025 | — | — | 5,750,000 | 575 | 24,425 | (50,142) | (25,142) | Condensed Statement of Cash Flows | Cash Flow Item | Amount ($) | | :------------------------------------------------ | :--------- | | **Cash Flows from Operating Activities:** | | | Net loss | (50,142) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Operating costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 10,420 | | Operating costs paid through promissory note | 32,974 | | Changes in operating assets and liabilities: | | | Accrued expenses | 6,748 | | Net cash used in operating activities | — | | Net Change in Cash | — | | Cash – Beginning of period | — | | Cash – End of period | — | | **Noncash investing and financing activities:** | | | Deferred offering costs included in accrued offering costs | 49,700 | | Deferred offering costs paid through promissory note - related party | 36,795 | | Offering costs and operating costs paid in exchange for issuance of Class B ordinary shares | 25,000 | Notes to Condensed Financial Statements NOTE 1. Description of Organization and Business Operations - EGH Acquisition Corp is a **blank check company** incorporated on January 9, 2025, in the Cayman Islands, formed to effect a Business Combination with an unidentified target[19](index=19&type=chunk) - The Company had not commenced operations as of March 31, 2025, with activities focused on formation, initial public offering (IPO) preparation, and target identification[20](index=20&type=chunk) - The IPO was declared effective on May 8, 2025, and consummated on May 12, 2025, selling 15,000,000 units at $10,00 per unit, generating **$150,000,000 gross proceeds**[22](index=22&type=chunk) - Simultaneously with the IPO, 500,000 Private Placement Units were sold to the Sponsor and underwriters for **$5,000,000**[23](index=23&type=chunk) - Transaction costs totaled **$9,567,513**, including cash underwriting fees, deferred underwriting fees, and other offering costs[24](index=24&type=chunk) - A Trust Account of **$150,000,000** was established from IPO proceeds, to be invested in U.S. government treasury obligations or money market funds, and will be released upon Business Combination completion or redemption of public shares[26](index=26&type=chunk)[28](index=28&type=chunk) - The Company's liquidity needs until May 12, 2025, were met by an unsecured promissory note from the Sponsor for up to **$300,000**, with **$69,769 outstanding** as of March 31, 2025[35](index=35&type=chunk) - Management believes it has sufficient funds to finance working capital needs for one year, assuming receipt of amounts due from the Sponsor[37](index=37&type=chunk) NOTE 2. Significant Accounting Policies - The unaudited condensed financial statements are prepared in accordance with **US GAAP** for interim financial information, with certain disclosures condensed or omitted per SEC rules[38](index=38&type=chunk) - The Company is an **'emerging growth company'** under the JOBS Act, allowing it to take advantage of exemptions from certain reporting requirements and an extended transition period for new accounting standards[42](index=42&type=chunk)[43](index=43&type=chunk) - Deferred offering costs, primarily professional and registration fees related to the IPO, are allocated between Class A ordinary shares and rights, with costs allocated to public shares charged to temporary equity and rights to shareholder's deficit[47](index=47&type=chunk) - The Company is an exempted Cayman Islands company and is **not subject to income taxes** in the Cayman Islands or the United States, resulting in a zero tax provision for the period[52](index=52&type=chunk) - The underwriters' over-allotment option is accounted for as a **derivative liability** due to its freestanding nature and indexing on contingently redeemable shares[53](index=53&type=chunk) - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of Class B ordinary shares outstanding, excluding shares subject to forfeiture[55](index=55&type=chunk) - The Company adopted ASU 2023-07, 'Segment Reporting,' on January 9, 2025, requiring enhanced disclosures for reportable segments[58](index=58&type=chunk) NOTE 3. Initial Public Offering - On May 12, 2025, the Company sold **15,000,000 Units** in its IPO at $10,00 per Unit, each consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination[60](index=60&type=chunk) NOTE 4. Private Placement - Simultaneously with the IPO, the Sponsor, CCM, and Seaport purchased **500,000 Private Placement Units for $5,000,000**, identical to IPO units with limited exceptions[61](index=61&type=chunk) - Proceeds from Private Placement Units held in the Trust Account will fund public share redemption if a Business Combination is not completed within the Completion Window[62](index=62&type=chunk) - The Sponsor, officers, and directors have **waived redemption rights** for their founder and public shares and rights to liquidating distributions from the Trust Account for founder shares if a Business Combination is not completed[63](index=63&type=chunk) NOTE 5. Related Party Transactions - On January 9, 2025, the Sponsor contributed **$25,000 for 5,750,000 Class B ordinary shares** (founder shares), with up to 750,000 shares subject to forfeiture[65](index=65&type=chunk) - On April 8, 2025, the Sponsor granted membership interests equivalent to **75,000 founder shares** to three independent directors, valued at $110,449 ($1,473 per share), with stock-based compensation recognized upon probable Business Combination[66](index=66&type=chunk) - The Sponsor loaned the Company up to **$300,000** via an unsecured, non-interest-bearing promissory note, with **$69,769 outstanding** as of March 31, 2025, and borrowings no longer available[70](index=70&type=chunk) - Effective May 8, 2025, the Company agreed to pay the Sponsor or an affiliate **$25,000 per month** for administrative support, ceasing upon Business Combination or liquidation[71](index=71&type=chunk) - Working Capital Loans of up to **$1,500,000** from the Sponsor or affiliates may be converted into private placement units at $10,00 per unit upon Business Combination, with no outstanding loans as of March 31, 2025[72](index=72&type=chunk) NOTE 6. Commitments and Contingencies - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could lead to market disruptions and **adversely affect the Company's search** for a Business Combination[73](index=73&type=chunk)[74](index=74&type=chunk) - Holders of Founder Shares, Private Placement Units, and Working Capital Loan units are entitled to **registration rights**, with the Company bearing filing expenses[76](index=76&type=chunk) - Underwriters have a 45-day over-allotment option from May 12, 2025, to purchase up to **2,250,000 additional Units**, which remains open[77](index=77&type=chunk) - A cash underwriting discount of **$3,000,000 was paid**, and a deferred underwriting discount of **$6,000,000** (or up to $6,900,000) is payable upon Business Combination closing[78](index=78&type=chunk)[79](index=79&type=chunk) NOTE 7. Shareholder's Deficit - The Company is authorized to issue **5,000,000 preference shares** and **500,000,000 Class A ordinary shares**, with none issued or outstanding as of March 31, 2025[80](index=80&type=chunk) - **5,750,000 Class B ordinary shares** were issued to the Sponsor for $25,000, with up to 750,000 shares subject to forfeiture[81](index=81&type=chunk) - Class B ordinary shares **automatically convert to Class A ordinary shares** on a one-for-one basis upon Business Combination, subject to adjustment[82](index=82&type=chunk)[85](index=85&type=chunk) - Prior to Business Combination, only **Class B ordinary shareholders vote** on director appointments/removals and continuation in a foreign jurisdiction[67](index=67&type=chunk)[86](index=86&type=chunk) - Each Share Right automatically converts to **one-tenth of a Class A ordinary share** upon Business Combination, but will expire worthless if no Business Combination is completed[87](index=87&type=chunk) NOTE 8. Segment Information - The Company has identified its Chief Financial Officer as the Chief Operating Decision Maker (CODM), who reviews assets, operating results, and financial metrics for the Company as a whole[89](index=89&type=chunk) - Management has determined there is **only one reportable segment**, with the CODM assessing performance based on net income (loss) and total assets[89](index=89&type=chunk)[92](index=92&type=chunk) - Key segment profit/loss measures reviewed by the CODM are general and administrative costs, totaling **$50,142** for the period from inception through March 31, 2025[92](index=92&type=chunk) NOTE 9. Subsequent Events - On May 12, 2025, the Company consummated its IPO, generating **$150,000,000 gross proceeds** from 15,000,000 units, and sold 500,000 Private Placement Units for **$5,000,000**[94](index=94&type=chunk) - The underwriters' 45-day over-allotment option for up to **2,250,000 Units remains open** as of the filing date[95](index=95&type=chunk) - A cash underwriting discount of **$3,000,000 was paid** on May 12, 2025, with a deferred discount of **$6,000,000** (or up to $6,900,000) due upon Business Combination[96](index=96&type=chunk) - The Sponsor **repaid $1,840,000 owed** to the Company as of May 12, 2025, in full[97](index=97&type=chunk) - On June 4, 2025, the Sponsor granted membership interests equivalent to **25,000 founder shares** to an individual for Chief Legal Officer and Secretary services[99](index=99&type=chunk) - On June 20, 2025, the **promissory note balance was repaid in full**, and further borrowings are unavailable[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity, and capital resources Overview - EGH Acquisition Corp is a **blank check company** formed on January 9, 2025, to effect a business combination with an unidentified target[103](index=103&type=chunk) - The Company plans to use cash from IPO and private placement proceeds, shares, debt, or a combination thereof for its Business Combination[103](index=103&type=chunk) Results of Operations - The Company has **not engaged in operations or generated revenues** from inception (January 9, 2025) through March 31, 2025, with activities limited to organizational efforts and IPO preparation[105](index=105&type=chunk) - **Net loss** for the period from inception through March 31, 2025, was **$50,142**, consisting entirely of general and administrative costs[106](index=106&type=chunk) - Post-IPO, the Company expects to generate non-operating income from interest on marketable securities in the Trust Account[105](index=105&type=chunk) Liquidity and Capital Resources - Prior to the IPO, liquidity was sourced from initial Class B ordinary share purchases by the Sponsor and loans from the Sponsor[107](index=107&type=chunk) - Post-IPO (May 12, 2025), the Company raised **$150,000,000 gross proceeds** from 15,000,000 Units and **$5,000,000** from 500,000 Private Placement Units[108](index=108&type=chunk) - A total of **$150,000,000 was placed in the Trust Account**, with **$9,567,513 incurred in offering costs**[109](index=109&type=chunk) - Funds in the Trust Account will primarily be used for the Business Combination, while funds outside the Trust Account will cover target identification, due diligence, and negotiation costs[110](index=110&type=chunk)[111](index=111&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans**, convertible into private placement units, to fund deficiencies or transaction costs[112](index=112&type=chunk) - Management does not anticipate needing additional funds for operations but acknowledges potential insufficiency if Business Combination costs exceed estimates[113](index=113&type=chunk) Off-Balance Sheet Arrangements - As of March 31, 2025, the Company has **no off-balance sheet arrangements**, such as relationships with unconsolidated entities, special purpose entities, or debt guarantees[114](index=114&type=chunk) Contractual obligations - The Company has no long-term debt, capital lease, operating lease, or long-term liabilities, other than a **$25,000 monthly agreement** for office space and administrative support, which ceases upon Business Combination or liquidation[115](index=115&type=chunk) - The underwriters' 45-day over-allotment option for up to **2,250,000 additional Units remains open**[116](index=116&type=chunk) Critical Accounting Estimates - As of March 31, 2025, the Company did not have any critical accounting estimates to be disclosed[117](index=117&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies, and thus no disclosures are provided - This disclosure is **not required** for smaller reporting companies[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2025 Evaluation of Disclosure Controls and Procedures - Management, including Certifying Officers, concluded that the Company's disclosure controls and procedures were **effective as of March 31, 2025**[121](index=121&type=chunk) - Disclosure controls and procedures provide **reasonable, not absolute, assurance** due to inherent limitations and resource constraints[122](index=122&type=chunk) Changes in Internal Control over Financial Reporting - No changes in internal control over financial reporting were applicable for the period[123](index=123&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The Company reports no legal proceedings - There are **no legal proceedings** to report[126](index=126&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The Company states there have been no material changes to risk factors previously disclosed in its final prospectus - Risk factors are detailed in the Company's final prospectus on **Form 424B4, dated May 8, 2025**[126](index=126&type=chunk) - **No material changes** to the disclosed risk factors have occurred as of the date of this Quarterly Report[126](index=126&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO and private placement of units, including proceeds, fund allocation, and offering costs - On May 12, 2025, the Company completed its IPO of 15,000,000 Units at $10,00 each, generating **$150,000,000 gross proceeds**[127](index=127&type=chunk) - Simultaneously, **500,000 Private Placement Units** were sold to the Sponsor, CCM, and Seaport for **$5,000,000**, exempt from registration under Section 4(a)(2) of the Securities Act[128](index=128&type=chunk) - An aggregate of **$150,000,000** from the IPO and private placement proceeds was placed in the Trust Account[129](index=129&type=chunk) - Total offering costs amounted to **$9,567,513**, including cash and deferred underwriting fees and other costs[129](index=129&type=chunk) - There has been **no material change** in the planned use of proceeds from the IPO and Private Placement[130](index=130&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities - There are **no defaults** upon senior securities[132](index=132&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reports no mine safety disclosures - There are **no mine safety disclosures**[132](index=132&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any **Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** during the quarter ended March 31, 2025[133](index=133&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This item lists the exhibits filed with or incorporated by reference into the Quarterly Report on Form 10-Q - Exhibits include certifications of Principal Executive and Financial Officers (31,1, 31,2, 32,1, 32,2) and Inline XBRL documents (101,INS, 101,SCH, 101,CAL, 101,DEF, 101,LAB, 101,PRE, 104)[135](index=135&type=chunk) [Signatures](index=37&type=section&id=Signatures) The report is duly signed on behalf of EGH Acquisition Corp by its CEO and CFO on June 23, 2025 - The report was signed by **Andrew B Lipsher, Chief Executive Officer**, and **Vincent T Cubbage, Chief Financial Officer**, on June 23, 2025[141](index=141&type=chunk)