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].
EGH Acquisition Corp-A(EGHA) - 2025 Q4 - Annual Report