EGH Acquisition Corp. — Director's Dealing 2025

May 12, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGH Acquisition Corp. (EGHA)
CIK: 0002052547
Period of Report: 2025-05-12

Reporting Person: EGH Sponsor LLC (10% Owner)
Reporting Person: EGH Management LLC (10% Owner)
Reporting Person: Energy Growth Holdings LLC (10% Owner)
Reporting Person: LIPSHER ANDREW B (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Cubbage Vincent T. (Director, Chairman & CFO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-12	Class A Ordinary Shares	P	350000	$10	Acquired	350000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-12	Rights to receive Class A ordinary shares	$	P	350000	Acquired		Class A ordinary shares (35000)	Direct

Footnotes

F1: Reflects the 350,000 Class A ordinary shares of EGH Acquisition Corp. (the "Issuer") that are included in the 350,000 private placement units of the Issuer purchased by EGH Sponsor LLC ("Sponsor") on May 12, 2025. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, as described in the registration statement on Form S-1 (File No. 333-286583).

F2: EGH Sponsor LLC, our sponsor, is the record holder of such shares. The managing member of our sponsor is EGH Management LLC, and the managing member of EGH Management LLC is Energy Growth Holdings LLC. Mr. Andrew B. Lipsher, our Chief Executive Officer, and Mr. Vincent T. Cubbage, our Chairman and Chief Financial Officer, are the managing members of Energy Growth Holdings LLC, and hold voting and investment discretion with respect to the ordinary shares held of record by the sponsor. As such, Mr. Lipsher and Mr. Cubbage may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Lipsher and Mr. Cubbage disclaim any beneficial ownership except to the extent of their pecuniary interest therein.

F3: Represents the 35,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 350,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F4: Represents (i) the 350,000 rights referred to in footnotes 1 and 3 and (ii) 5,750,000 Class B ordinary shares held by the Sponsor (up to 750,000 Class B shares are subject to forfeiture if the underwriter's over-allotment option is not exercised in full) acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.