SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* EGH Sponsor LLC (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EGH Acquisition Corp. [ EGHA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares(1)	05/12/2025	05/12/2025	P		350,000(1)	A	$10	350,000(1)	I(2)	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive Class A ordinary shares	(3)	05/12/2025		P		350,000(3)		(3)	(3)	Class A ordinary shares	35,000(3)	(3)	6,100,000(4)	D(3)

1. Name and Address of Reporting Person* EGH Sponsor LLC (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EGH Management LLC (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Growth Holdings LLC (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIPSHER ANDREW B (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Cubbage Vincent T. (Last) (First) (Middle) 7901 4TH STREET NORTH SUITE NO. 12820 (Street) ST. PETERSBURG FL 33702 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman & CFO

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. 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.

	/s/ Andrew B. Lipsher, as authorized signer of EGH Sponsor LLC	05/12/2025
	/s/ Andrew B. Lipsher, as authorized signer of EGH Management LLC	05/12/2025
	/s/ Andrew B. Lipsher, as managing member of Energy Growth Holdings LLC	05/12/2025
	/s/ Andrew B. Lipsher**	05/12/2025
	/s/ Vincent T. Cubbage**	05/12/2025
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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