EGH Acquisition Corp. filed an 8-K for a Business Combination Agreement dated January 21, 2026 with Hecate Energy Group, LLC and Hecate Holdings LLC. Exhibit 2.1 is the BCA; Sponsor and Parent lock-up/support agreements and a furnished press release (Ex. 99.1) are attached. Structure is Up-C. Sequence covers EGHA shareholder redemptions; Class B-to-A conversion; public/private unit separation with rights settling in multiples of ten; optional conversion of up to $1.5 million of EGHA convertible notes into private units at $10.00 per unit; and Cayman-to-Delaware domestication with a Hecate-chosen name change. EGHA contributes assets for Hecate units equal to post-close Class A count; Parent interests become Parent Hecate Units sized to $1,200,000,000 less Hecate net indebtedness at the EGHA redemption price, with matching Class V shares issued to Parent. Close-path (Pulse): S-4 effectiveness, EGHA shareholder approval, post-close Class A listing on NYSE, NYSE American, Nasdaq GSM/GM or the Texas Stock Exchange, and customary bring-down/MAE conditions. Outside date is May 11, 2027. Filing states expected close in the third quarter of 2026 subject to those items. Post-close board is seven seats—six Hecate designees, one Sponsor—with majority independence and three audit-committee-qualified Hecate seats. Cash (V): trust proceeds after redemptions and EGHA expenses must be at least $50.0 million; Hecate may terminate if post-redemption trust cash is below that floor. Sponsor At-Risk Shares tied to 5,000,000 Class B: 80% vest at close if Cash Value is $50 million or more; if under, none vest at close and the unvested half/half Tranches B and C price-vest on $12 and $13 VWAP (20 of 30 trading days) through the fourth anniversary, with Form 4 sale and change-of-control accelerators; residual forfeits at year four. No PIPE, backstop, or other committed financing amount appears in the filing text. Rights (EGHAR) convert in multiples of ten into Class A in the domestication, matching the listed one-tenth entitlement. Incentive plan initial reserve is 10% of post-close Class A. TRA pays Parent 85% of realized net tax benefits on unit exchanges. Sponsor support includes vote-for and Class B anti-dilution waiver; Sponsor and Parent lock-ups run one year with 10% releasable after six months and an additional 5% after nine months. Filing does not state trust cash, share count, expected redemptions, Hecate net indebtedness, financials, post-close ticker/name, or any PIPE terms. S-4 is not yet filed; no record or meeting date is set. Ex. 99.1 is furnished under Item 7.01 only.

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