EGH Acquisition Corp. — Director's Dealing 2025

May 8, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EGH Acquisition Corp. (EGHA)
CIK: 0002052547
Period of Report: 2025-05-08

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 (Chief Executive Officer, 10% Owner)
Reporting Person: Cubbage Vincent T. (Chairman and CFO, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Ordinary Shares	$		Class A Ordinary Shares (5750000)		Direct

Footnotes

F1: As described in the registration statement on Form S-1 (File No. 333-286583) of EGH Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

F2: These shares represent the Class B ordinary shares held by EGH Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

F3: 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.