EGH Acquisition Corp.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property, other than as set forth below:

On March 5, 2026, we were added as a defendant in a declaratory judgment claim asserted in on-going litigation with a lender of Parent. The suit is styledNEC Fund VI HE Lender, LLC, NEC Fund VI HE Lender (Offshore), LLC, and NEC Fund VI HE Lender (Signature), LLC, Plaintiffs, v. Hecate Holdings LLC, Hecate Energy Group LLC, Repsol Renewables North America, Inc. and EGH Acquisition Corp, Defendants, in the Court of Chancery of the State of Delaware. The NEC parties allege that Parent did not have the authority to enter into the Hecate BCA and purport to ask the court to rescind any part of the Hecate BCA that affects the NEC parties’ alleged collateral under their loan agreement with Parent. We do not believe that we are proper parties to this suit and have moved to dismiss the claim against us.

Hecate has commenced the Public Company Accounting Oversight Board (PCAOB) audit of Hecate’s financial statements; however, it is uncertain when that audit will be completed, which is a condition to Closing. As a result, the Closing has been delayed, which we do not anticipate occurring any time earlier than the fourth quarter of 2026. To the extent the parties are unable to timely settle the dispute, the Closing may be further delayed or may not occur at all.