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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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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. Date of Event Requiring Statement (Month/Day/Year) 05/08/2025	3. Issuer Name and Ticker or Trading Symbol EGH Acquisition Corp. [ EGHA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	5,750,000(2)	(1)	D(2)(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 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 Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CFO

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	/s/ Andrew B. Lipsher as authorized signer of EGH Sponsor LLC	05/08/2025
	/s/ Andrew B. Lipsher as authorized signer of managing member of EGH Management LLC	05/08/2025
	/s/ Andrew B. Lipsher as authorized signer of managing member of Energy Growth Holdings LLC	05/08/2025
	/s/ Andrew B. Lipsher	05/08/2025
	/s/ Vincent T. Cubbage	05/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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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