Bold Eagle Acquisition Corp.

Bold Eagle Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on February 22, 2021, with the sole purpose of effecting a business combination with one or more target businesses ¹. The Company has not engaged in any operations nor generated any revenues to date, functioning as a "shell company" as defined under the Exchange Act of 1934 ². Its efforts to identify a prospective initial business combination target are not limited to a particular industry, sector, or geographic region, but it intends to capitalize on its management team's global relationships and operating experience ³. The Company believes the best use cases for SPACs involve "special situations" such as consolidations, corporate carve-outs, and international companies seeking access to U.S. equity capital markets ⁴. It intends to target a combined company with a pro forma equity value of $3 billion or greater ⁵.

The core business model of Bold Eagle Acquisition Corp. is to identify and acquire a private operating company, thereby taking it public. The Company generates non-operating income primarily from interest earned on funds held in its Trust Account ⁶. Its primary customer segments are the owners of target businesses, who may exchange their equity interests for the Company's Class A ordinary shares or a combination of shares and cash, offering an alternative to a traditional initial public offering ⁷. The Company's structure as an existing public company is presented as an expeditious and cost-effective method for target businesses to become public ⁸.

The Company's financial activities revolve around its Initial Public Offering (IPO) and the management of its Trust Account. On October 25, 2024, the Company consummated its IPO of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 ⁹. Each unit consists of one Class A ordinary share and one Eagle Share Right, with each right entitling the holder to receive one-twentieth (1/20) of one Class A ordinary share upon consummation of a business combination ¹⁰. Simultaneously, the Company completed a private sale of 350,000 Private Placement Shares to its Sponsor at $10.00 per share, generating gross proceeds of $3,500,000 ¹¹. On December 9, 2024, the underwriters partially exercised their over-allotment option, leading to the issuance and sale of an additional 800,000 units at $10.00 per unit, generating gross proceeds of $8,000,000 ¹². Concurrently, an additional 8,000 Private Placement Shares were sold to the Sponsor at $10.00 per share, generating gross proceeds of $80,000 ¹³.

A total of $258,000,000 from the net proceeds of the IPO and the private placement was placed in a U.S.-based Trust Account ¹⁴. These funds are initially invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, which invest only in direct U.S. government treasury obligations ¹⁵. The holding of these assets in this form is temporary, solely to facilitate the intended business combination, and may at any time be held as cash or cash items ¹⁶.

For the year ended December 31, 2025, the Company reported a net income of $9,764,567 ¹⁷. This was primarily driven by non-operating income of $10,801,962, consisting mainly of interest earned in the Trust Account ¹⁸. The Company incurred a loss from operations of $1,037,395, entirely comprised of general and administrative expenses ¹⁹. As of December 31, 2025, the Company had an unrestricted cash balance of $192,592 ²⁰ and investments held in the Trust Account totaling $269,835,824 ²¹. Total liabilities were $9,761,683 ²², including $9,030,000 in deferred underwriting commissions ²³ and a related party promissory note of $542,975 ²⁴. The redemption value of Class A ordinary shares subject to possible redemption was $268,735,824, or $10.35 per share ²⁵. Basic and fully diluted net income per Class A redeemable ordinary share was $0.31 ²⁶.

Comparing 2025 to 2024, net income increased from $2,043,928 in 2024 ²⁷ to $9,764,567 in 2025 ²⁸. This significant increase was primarily due to a rise in interest earned on investments held in the Trust Account, which grew from $2,033,862 in 2024 ²⁹ to $10,801,962 in 2025 ³⁰. General and administrative expenses also increased from $253,368 in 2024 ³¹ to $1,037,395 in 2025 ³². The redemption value per Class A ordinary share increased from $10.04 as of December 31, 2024 ³³ to $10.35 as of December 31, 2025 ³⁴. The Company also withdrew $1,000,000 of interest earned from the Trust Account for working capital in 2025, compared to no withdrawals in 2024 ³⁵.

During the reported period, the Company consummated its IPO on October 25, 2024, and the partial exercise of the over-allotment option on December 9, 2024 ³⁶. The Sponsor forfeited 2,027,500 Founder Shares in connection with the closing of the Over-Allotment Option, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares ³⁷. The Company also repaid the Initial Public Offering Promissory Note of $80,500 in full on October 25, 2024 ³⁸.

Bold Eagle Acquisition Corp. is focused on completing an initial business combination by October 25, 2026 ³⁹. The Company's management plans to consummate a business combination prior to this mandatory liquidation date ⁴⁰. The Company intends to use substantially all of the funds held in the Trust Account, including any interest earned (excluding deferred underwriting commissions), to complete its initial business combination ⁴¹. Any remaining proceeds in the Trust Account after the business combination will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ⁴².

The Company's growth strategy is centered on identifying and combining with a business or businesses that can benefit from its management team's established global relationships and operating experience ⁴³. It aims to target "special situations" such as consolidations, corporate carve-outs, and global companies seeking access to U.S. equity capital markets ⁴⁴. The Company intends to target a combined company with a pro forma equity value of $3 billion or greater ⁴⁵. The management team has extensive experience in identifying and executing strategic investments globally across various sectors ⁴⁶. The Company will seek opportunities in sectors and industries that have experienced and continue to experience growth, as well as in faster-growing segments of developed and emerging markets ⁴⁷. It will also seek to acquire businesses with multiple, diverse potential drivers of revenue and/or earnings growth, the potential to generate strong and stable free cash flow, and the potential to grow inorganically through acquisitions or expansion into adjacent markets ⁴⁸.

Operationally, the Company expects to incur increased expenses as a result of being a public company, including costs for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ⁴⁹. The Company's primary liquidity requirements during the completion window include approximately $1,509,000 for legal, accounting, due diligence, travel, and other expenses associated with structuring, negotiating, and documenting successful business combinations ⁵⁰. Additionally, approximately $81,000 is allocated for Nasdaq fees and approximately $300,000 for director and officer liability insurance premiums ⁵¹. The Company also has an ongoing commitment to pay an affiliate of its Sponsor $15,000 per month for office space and administrative services ⁵². The Company expects the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay its income taxes, if any, and its working capital requirements ⁵³. As of December 31, 2025, the Company had $1,000,000 in remaining interest earned on funds held in the Trust Account available to be withdrawn for working capital requirements in its second year following the IPO ⁵⁴.

The Company may need to obtain additional financing to complete its initial business combination, especially if the transaction requires more cash than is available from the Trust Account proceeds or if a significant number of public shares are redeemed ⁵⁵. This additional financing could involve issuing additional securities or incurring debt ⁵⁶. The Company may also obtain financing prior to the closing of its initial business combination to fund working capital needs and transaction costs ⁵⁷. There is no limitation on the Company's ability to raise funds through equity or equity-linked securities or through loans, advances, or other indebtedness in connection with its initial business combination ⁵⁸.

The Company's management has identified several structural headwinds and execution risks. There is substantial doubt about the Company's ability to continue as a going concern if it is unable to complete a business combination by October 25, 2026 ⁵⁹. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential business combination targets ⁶⁰. The requirement to complete the business combination within the completion window may give target businesses leverage in negotiations and limit the time for due diligence ⁶¹. The Company may also face competition from other entities, including other SPACs, private equity groups, and public companies, for attractive targets ⁶². Changes in international trade policies, tariffs, and treaties could materially adversely affect the search for a target or the ability to complete a business combination ⁶³. Geopolitical unrest, pandemic outbreaks, and volatility in debt and equity markets could also materially adversely affect the Company's search for a business combination or its ability to finance one ⁶⁴.

The Company faces material risks including the substantial doubt about its ability to continue as a going concern if it fails to complete a business combination by October 25, 2026 ⁶⁵. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential business combination targets, potentially hindering its ability to secure a desirable transaction ⁶⁶. The requirement to complete an initial business combination within the completion window may grant potential target businesses leverage in negotiations and limit the time available for due diligence, potentially leading to less favorable terms ⁶⁷. Competition from other SPACs, private equity groups, and public companies for attractive targets could increase the cost of a business combination or prevent the Company from finding a suitable target ⁶⁸. Geopolitical unrest, such as the military actions in Ukraine and Israel, pandemic outbreaks like COVID-19, and volatility in debt and equity markets, could materially adversely affect the Company's ability to search for or finance a business combination, and impact the business, financial condition, and results of operations of any target business ⁶⁹. Changes in international trade policies, tariffs, and treaties could also negatively affect the Company's search for a target and its ability to complete an initial business combination ⁷⁰. Furthermore, the nominal purchase price paid by the Sponsor for Founder Shares, approximately $0.0004 per share ⁷¹, creates an incentive for the Sponsor to complete a transaction even if it subsequently declines in value for public shareholders, potentially leading to significant dilution to the implied value of public shares, which could be as low as $8.24 per share if the Company were valued at $258,000,000 with no redemptions ⁷².

Management's message to shareholders emphasizes the Company's status as a blank check company focused on identifying and completing a business combination by October 25, 2026 ⁷³. They highlight the management team's extensive experience in identifying and executing strategic investments globally and their established relationships as key assets in finding suitable target businesses ⁷⁴. The strategic priorities include targeting "special situations" such as consolidations, corporate carve-outs, and international companies seeking U.S. equity capital markets access, with a focus on combined companies having a pro forma equity value of $3 billion or greater ⁷⁵. Management also stresses the intent to capitalize on growth in specific sectors and industries, and to acquire businesses with diverse revenue and earnings growth potential, strong free cash flow generation, and inorganic growth opportunities through acquisitions ⁷⁶. They acknowledge the need for additional financing for larger transactions and the potential for dilution, but express confidence in their ability to navigate these challenges to achieve a successful business combination ⁷⁷.