EGH Acquisition Corp-A 2026年季度报告

(Former name, former address and former fiscalyear, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 15,500,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,000,000 Class B Ordinary Shares, par value$0.0001 per share, of the registrant issued and outstanding. EGH ACQUISITION CORP.FORM10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 andfor the Period from January 9, 2025 (inception) through March 31, 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months EndedMarch 31, 2026and for the Period from January 9, 2025 (inception) through March 31, 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 andfor the Period from January 9, 2025 (inception) through March 31, 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.21Item 3.Quantitative and Qualitative Disclosures About Market Risk.27Item 4.Controls and Procedures.27PART II – OTHER INFORMATION28Item 1.Legal Proceedings.28Item 1A.Risk Factors.28Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.29Item 3.Defaults Upon Senior Securities.30Item 4.Mine Safety Disclosures.30Item 5.Other Information.30Item 6.Exhibits.31SIGNATURES32 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025,as filed with the SEC (as defined below) on March 20, 2026;●“2025 Q2 Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30,2025, as filed with the SEC on August 8, 2025;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated May 12, 2025,which we entered into with Energy Growth Holdings LLC, the managing member of the managing memberof our Sponsor (as defined below);●“Amendedand Restated Articles”are to our Amended and Restated Memorandum and Articles ofAssociation, as currently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“CCM” are to Cohen & Capital Markets, a division of J.V.B. Financial Group, LLC, a representative of theUnderwriters (as defined below);●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Closing” are to the closing of the Hecate Business Combination (as defined below);●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (asdefined below) to May 12, 2027 (or such earlier date as determined by the Board), that we have toconsummate an initial Business Combination, or (ii) such other period during which we must consummate aninitial Business Combination pursuant to an amendment to the Amended and Restated Articles and consisten