EGH Acquisition Corp-A 2025年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42636 Cayman Islands98-1836055(State or other jurisdiction of(I.R.S. Employer St. Petersburg, Florida33702(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (941) 274-3811 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant's executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons whomay be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares onJune 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on theGlobal Market tier of The Nasdaq Stock Market LLC, was $150,150,010. As of March 20, 2026, there were 15,500,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,000,000 Class BOrdinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. EGH ACQUISITION CORP. FORM10-K FOR THE FISCALYEAR ENDED DECEMBER31, 2025 TABLE OF CONTENTS PAGEPARTI7Item1.Business.7Item1A.Risk Factors.34Item1B.Unresolved Staff Comments.42Item1C.Cybersecurity.42Item2.Properties.43Item3.Legal Proceedings.43Item4.Mine Safety Disclosures.43PARTII44Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.44Item6.[Reserved]45Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.45Item7A.Quantitative and Qualitative Disclosures About Market Risk.50Item8.Financial Statements and Supplementary Data.50Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.50Item9A.Controls and Procedures.51Item9B.Other Information.51Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.51PARTIII52Item10.Directors, Executive Officers and Corporate Governance.52Item11.Executive Compensation.58Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.59Item13.Certain Relationships and Related Transactions, and D