EGHA 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report andReport, (iii) 2025 Q2Second Quarter Form 10-Q and (iv) 2026 First Quarter Form 10-Q. As of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We are an early stageearly-stage and emerging growth company and, as such, we are subject to all of the risks associated with early stageearly-stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination, including the Hecate Business Combination, will be successful.

Our IPO Registration Statement became effective on May 8, 2025. On May 12, 2025, we consummated our Initial Public Offering of 15,000,000 Public Units. Each Public Unit consists of one Public Share and one Public RightRight, which grants the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of our initial Business Combination. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $150,000,000. The Underwriters had a 45-day option from the closing of the Initial Public Offering on May 12, 2025 to purchase up to an additional 2,250,000 units; however, on June 26, 2025, the Over-Allotment Option expired unexercised.

Following the closing of the Initial Public Offering and Private Placement, the amount of $150,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit accounts,account, until the earlier of (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

For a full description of the Hecate BCA and the proposed Hecate Business Combination, please see Item 1. “Business” of the 2025 Annual ReportReport, the Hecate BCA and the Hecate Registration Statement, once filed.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 9, 2025 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummatingpursuing the Hecate Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,025,330,$87,400, which consisted of interest earned on marketable securities held in the Trust Account of $1,349,375,$1,364,288, partially offset by general and administrative expense of $324,045.$1,276,888.

For the period from January 9, 2025 (inception) through MarchJune 31,30, 2025, we had a net lossincome $50,142,of $758,164, which consisted of the change in fair value of the Over-Allotment Option liability of $159,084 and interest earned on marketable securities held in Trust Account of $834,274, offset by general and administrative costs.costs of $235,194.

Our liquidity needs through May 12, 2025 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan from the Sponsor pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, aour totalliquidity needs through June 30, 2026 have been satisfied through the net proceeds of $150,000,000the wasPrivate placedPlacement inheld outside of the Trust Account. The expiration of the Over-Allotment Option resulted in a reduction in the Over-Allotment Option liability of 159,084. We incurred fees of $9,567,513 in the Initial Public Offering, consisting of $3,000,000 of cash underwriting fee, the Deferred Fee of $6,000,000 and $567,513 of other offering costs.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $313,775.$574,343. Net income of $1,025,330$1,112,730 was affected by interest earned on marketable securities held in the Trust Account of $1,349,375$2,713,663 and changes in operating assets and liabilities provided $10,270$1,026,499 of cash for operating activities.

For the period from January 9, 2025 (inception) through MarchJune 31,30, 2025, cash used in operating activities was $0.$385,773. Net lossincome of $50,142$758,164 was affected by interest earned on marketable securities held in the Trust Account of $834,274, operational expenses paid by the Sponsor in exchange for an issuance of Class B Ordinary Shares of $10,420, payment of operatingoperation costs through the IPO Promissory Note of $32,974$34,919, change in fair value of Over-Allotment Option liability of $159,084 and changes in operating assets and liabilities used $6,748$195,918 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of approximately$156,581,499 $155,217,211FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” (including $1,349,375$6,581,499 of interest income) consisting of U.S.U treasury bills invested in money market funds with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $463,928.$203,269. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Due from and to the Sponsor

For the three and six months ended MarchJune 31,30, 2026, the Sponsor incurred $5,000$0 and $5,000, respectively, of expenses on our behalf (the “Amount Due”). For the three months ended June 30, 2025 and for the period from January 9, 2025 (inception) through MarchJune 31,30, 2025, no$1,884 expenses werewas incurred for thesesuch services.expenses. As of MarchJune 31,30, 2026 and December 31, 2025, $5,000$0 and $81 waswere included in due to Sponsor in the condensed balance sheets of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements”., respectively. The Amount Due is due on demand.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period (which currently ends on May 12, 2027), then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 12, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Commencing on May 9,8, 2025, and until the completion of our Business Combination or liquidation, we reimburse Energy Growth Holdings LLC, the managing member of the managing member of our Sponsor, $25,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred and paid $75,000 and $150,000 in fees for these services pursuant to the Administrative Services Agreement.Agreement, respectively. For the three months ended June 30, 2025 and for the period from January 9, 2025 (inception) through MarchJune 31,30, 2025, nothe Company incurred and paid $50,000 and $50,000 in fees were incurred for these services.services pursuant to the Administrative Services Agreement, respectively.

The Underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering or $3,000,000, which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of 4.00% of the gross proceeds of the Initial Public Offering, or $6,000,000, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination pursuant to the terms of the Underwriting Agreement.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements”.in in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial StatementsStatements.”. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.