SecProbe.io

March 5, 2025
Andrew B. Lipsher
Chief Executive Officer
EGH Acquisition Corp.
16941 Clearlake Avenue
Lakewood Ranch, FL 34202
Re:EGH Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted February 6, 2025
CIK No. 0002052547
Dear Andrew B. Lipsher:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your disclosure that you may pay finder's fees, advisory fees, consulting fees,
success fees or salaries to your sponsor, officers, directors or their affiliates. On page
43 and elsewhere, you refer to this fee only being paid to independent directors.
Please revise your disclosure, as appropriate, to address this discrepancy.  Further,
please describe the extent to which compensation may result in a material dilution of
the purchasers’ equity interests. Also, we note your disclosure on page 9 that you may
engage your sponsor or an affiliate as an advisor and pay a salary. Please revise your
disclosure here to reflect this. Please refer to Items 1602(a)(3) of Regulation S-K.

March 5, 2025
Page 2
Summary, page 1
2.Please revise the appropriate section of your Summary to disclose that your ability to
identify and evaluate a target company may be impacted by significant competition
among other SPACs in pursuing a business combination transaction candidate and
that significant competition may impact the attractiveness of the acquisition terms that
you will be able to negotiate. In this regard, we note your disclosure on page 58 that
there are numerous other entities seeking targets with which you will compete.
The Offering
Founders Shares, page 22
3.We note disclosure on page 24 and elsewhere in the filing that if the non-managing
sponsor investors purchase all of the units for which they have expressed interest or
otherwise hold a substantial number of units, then they will potentially have different
interests than other public shareholders. Please revise to clarify that regardless of the
number of units they purchase, non-managing sponsor investors will have different
interests than other public shareholders in that they will be incentivized to vote for a
business combination due to their indirect interest in founder shares and private units.
Conflicts of Interest, page 43
4.We note your disclosure on page 44 that your "sponsor, officers, or directors may
sponsor or form other special purpose acquisition companies similar to [yours] or may
pursue other business or investment ventures during the period in which [you] are
seeking an initial business combination." Please clarify how opportunities to acquire
targets will be allocated among SPACs. Please make similar revisions to your
disclosure on page 162. Please refer to Items 1602(b)(7) and 1603(b) of Regulation S-
K.
            Please contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:David E. Fleming, Esq.