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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 25, 2025
EGH Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42636 | 98-1836055 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7901 4th Street North
Suite No. 12820
St. Petersburg, FL 33702
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (941) 274-3811
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share and one right | EGHAU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | EGHA | The Nasdaq Stock Market LLC | ||
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination | EGHAR | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Separate Trading of Class A Ordinary Shares and Share Rights
On June 25, 2025, EGH Acquisition Corp. (the “Company”) announced that, commencing on June 30, 2025, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-tenth (1/10) of a Class A ordinary share of the Company (the “Share Right”), may elect to separately trade the Class A Ordinary Shares and the Share Rights included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “EGHAU.” The Class A Ordinary Shares and the Share Rights are expected to trade on the Nasdaq Global Market under the symbols “EGHA” and “EGHAR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Share Rights.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 25, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EGH Acquisition Corp. | ||
| Date: June 25, 2025 | By: | /s/ Andrew B. Lipsher |
| Name: Andrew B. Lipsher | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
EGH Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Share Rights, Commencing June 30, 2025
ST. PETERSBURG, FLORIDA, June 25, 2025 – EGH Acquisition Corp. (Nasdaq: EGHAU) (the “Company”) announced today
that, commencing June 30, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade
the Company’s Class A ordinary shares and Share Rights included in the units. The Class A ordinary shares and Share Rights that
are separated will trade on the Nasdaq Global Market under the symbols “EGHA” and “EGHAR,” respectively. Those
units not separated will continue to trade on the Nasdaq Global Market under the symbol “EGHAU.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About EGH Acquisition Corp.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination target in any industry or geographical location. It intends to focus its search in the broad power market and energy transition or sustainability arena targeting industries that require reliable and cost effective power and / or innovative decarbonization solutions in order to meet critical energy supply needs or emission reduction objectives.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact
EGH Acquisition Corp.
info@energygrowthholdings.com.