<div><div></div><div>EGH Acquisition announced a series of material agreements supporting its proposed merger with Hecate Energy Group. The parties executed a Business Combination Agreement to combine in an Up-C structure, along with sponsor and parent lock-up agreements to support the transaction and promote orderly trading post-closing. Additional agreements, including an amended and restated LLC agreement, a tax receivable agreement, and enhanced registration rights, are expected at closing to establish exchange mechanics, share tax benefits, and provide liquidity pathways for holders. The Business Combination is targeted to close in the third quarter of 2026, subject to approvals and customary conditions.Agreement 1: EGH Acquisition Signs Business Combination Agreement With Hecate Energy Group<ul><li>Agreement type: Business Combination Agreement</li><li>Counterparty: Hecate Energy Group and Hecate Holdings</li><li>Signed / Effective: Jan 21 2026 / same</li><li>Duration / Termination: Until closing</li><li>Reason: Combine with Hecate and create a public Up-C structure</li></ul>Agreement 2: EGH Acquisition Signs Sponsor Lock-Up and Support Agreement With EGH Sponsor and Affiliates<ul><li>Agreement type: Sponsor Lock-up and Support Agreement</li><li>Counterparty: EGH Sponsor, Cohen &amp; Company Capital Markets and Seaport Global Securities</li><li>Signed / Effective: Jan 21 2026 / same</li><li>Duration / Termination: 1 year post-closing</li><li>Reason: Support transaction and align incentives</li></ul>Agreement 3: EGH Acquisition Signs Parent Lock-Up and Support Agreement With Hecate Holdings<ul><li>Agreement type: Parent Lock-Up and Support Agreement</li><li>Counterparty: Hecate Holdings</li><li>Signed / Effective: Jan 21 2026 / same</li><li>Duration / Termination: 1 year post-closing</li><li>Reason: Promote post-merger stability and orderly trading</li></ul>Agreement 4: EGH Acquisition Signs Amended and Restated LLC Agreement With Hecate Energy Group<ul><li>Agreement type: Amended and Restated LLC Agreement</li><li>Counterparty: Hecate Energy Group</li><li>Duration / Termination: At will</li><li>Reason: Establish Up-C exchange and governance mechanics</li></ul>Agreement 5: EGH Acquisition Signs Tax Receivable Agreement With Hecate Holdings<ul><li>Agreement type: Tax Receivable Agreement</li><li>Counterparty: Hecate Holdings</li><li>Duration / Termination: At will</li><li>Reason: Share tax benefits from Up-C basis step-ups</li></ul>Agreement 6: EGH Acquisition Signs Amended and Restated Registration Rights Agreement With Existing Holders<ul><li>Agreement type: Amended and Restated Registration Rights Agreement</li><li>Counterparty: Initial Holders and Parent</li><li>Duration / Termination: At will</li><li>Reason: Provide liquidity through resale registration rights</li></ul>Original SEC Filing: EGH Acquisition Corp. [ EGHA ] - 8-K - Jan. 23, 2026<section>Disclaimer<div>This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.</div></section></div></div>

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EGH Acquisition has signed multiple agreements to support its merger with Hecate Energy Group, including a Business Combination Agreement and various lock-up agreements. These agreements aim to establish an Up-C structure, ensure orderly trading post-merger, and provide liquidity pathways for holders. The merger is targeted for completion in Q3 2026, pending approvals. Key agreements include sponsor and parent lock-up agreements, an amended LLC agreement, and a tax receivable agreement, all designed to align incentives and share tax benefits.

EGH Acquisition Signs Multiple Material Agreements