Bold Eagle Acquisition Corp.

Bold Eagle Acquisition Corp. (the "Company") is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on February 22, 2021 ¹. Its sole purpose is to effect a business combination, such as a merger, share exchange, asset acquisition, share purchase, or reorganization, with one or more operating businesses ¹. The Company has not engaged in any operations nor generated any revenue to date, classifying it as a "shell company" under the Exchange Act of 1934 ¹.

The core business model of Bold Eagle Acquisition Corp. is to identify and combine with a target business that can benefit from its management team's established global relationships and operating experience ¹. The Company intends to target a combined company with a pro forma equity value of $3 billion or greater ¹. Revenue generation for the Company will only commence after the completion of its initial business combination ¹. Prior to that, it generates non-operating income primarily from interest earned on funds held in its Trust Account ¹.

The Company completed its Initial Public Offering (IPO) on October 25, 2024, selling 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 ¹. Each unit consisted 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 ¹. Additionally, the underwriters partially exercised their over-allotment option on December 9, 2024, leading to the issuance and sale of an additional 800,000 units at $10.00 per unit, generating gross proceeds of $8,000,000 ¹. Simultaneously, the Company completed private sales of 350,000 Private Placement Shares and an additional 8,000 Private Placement Shares to its Sponsor at $10.00 per share, generating gross proceeds of $3,500,000 and $80,000, respectively ¹.

As of December 31, 2025, the Company reported a net income of $9,764,567 ². This was primarily driven by non-operating income of $10,801,962, which consisted almost entirely of interest earned in the Trust Account ². The Company incurred a loss from operations of $1,037,395, attributable to general and administrative expenses ². For the prior year ended December 31, 2024, the Company had a net income of $2,043,928, with a loss from operations of $253,368 and non-operating income of $2,297,296, including a gain on change in fair value of Over-Allotment Option Liability of $236,900, cancellation of indebtedness of $26,534, and interest earned in the Trust Account of $2,033,862 ².

Total assets as of December 31, 2025, were $270,595,239, up from $260,956,689 as of December 31, 2024 ³. Investments held in the Trust Account increased to $269,835,824 as of December 31, 2025, from $260,033,862 as of December 31, 2024 ³. Cash outside the Trust Account was $192,592 as of December 31, 2025, compared to $183,491 as of December 31, 2024 ³. Total liabilities as of December 31, 2025, were $9,761,683, a decrease from $9,887,700 in the prior year ³. This includes deferred underwriting commissions of $9,030,000 for both periods and a promissory note to a related party of $542,975 for both periods ³. The Company's accumulated deficit was $(7,902,820) as of December 31, 2025, compared to $(7,865,425) as of December 31, 2024 ³. Basic and fully diluted net income per Class A redeemable ordinary share was $0.31 for the year ended December 31, 2025, compared to $0.21 for the year ended December 31, 2024 ².

During the reported period, the Company withdrew $500,000 on April 8, 2025, and another $500,000 on August 21, 2025, from the interest earned on funds held in the Trust Account for working capital requirements ⁴. As of December 31, 2025, $1,000,000 in remaining interest earned on funds held in the Trust Account was available for withdrawal for working capital requirements in its second year following the IPO ⁴. The Sponsor forfeited 2,027,500 Founder Shares in connection with the partial exercise of the Over-Allotment Option, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares ¹.

Bold Eagle Acquisition Corp. has a defined completion window of 24 months from the closing of its Initial Public Offering, or by October 25, 2026, to complete an initial business combination ¹. Management explicitly states its plan to consummate a business combination prior to this date ⁵. 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 ⁴.

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 ¹. It specifically targets "special situations" involving target companies, such as consolidations, corporate carve-outs from public or private businesses, and global companies based internationally seeking sponsorship to access the U.S. equity capital markets ¹. The Company aims for a combined company with a pro forma equity value of $3 billion or greater ¹. The management team's extensive experience in identifying and executing strategic investments globally across various sectors is highlighted as a key advantage in generating attractive acquisition opportunities ¹.

The operational outlook involves incurring increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to identifying a target company ². The Company expects its primary liquidity requirements during the completion window to include approximately $1,509,000 for legal, accounting, due diligence, travel, and other expenses associated with structuring, negotiating, and documenting successful business combinations, approximately $81,000 for Nasdaq listing fees, and approximately $300,000 for director and officer liability insurance premiums ⁴. Additionally, the Company will pay an affiliate of the Sponsor $15,000 per month for office space and administrative services ⁴.

Planned capital allocation includes using the approximately $250,000 of proceeds held outside the Trust Account, plus permitted withdrawals from interest earned on the Trust Account, to fund working capital requirements and expenses related to identifying and evaluating target businesses, performing due diligence, and structuring a business combination ⁴. The Company believes the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to cover income taxes and working capital requirements ⁴. There is no limitation on the Company's ability to raise additional funds through equity, equity-linked securities, or debt in connection with its initial business combination, including through forward purchase agreements or backstop agreements ¹.

Management has explicitly flagged the mandatory liquidation date of October 25, 2026, as a significant factor, leading to substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed by then ⁵. The Company also acknowledges that its ability to complete an initial business combination may be negatively impacted by general market conditions, volatility in capital and debt markets, increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and changes in international trade policies, tariffs, and treaties ⁶. The recent 2024 SPAC Rules, effective July 1, 2024, are also noted as potentially materially adversely affecting the Company's business, including its ability to negotiate and complete, and the costs associated with, its initial business combination ⁶.

The most material risks facing Bold Eagle Acquisition Corp. include the inherent uncertainty of completing an initial business combination within the mandated completion window of October 25, 2026 ¹. Failure to do so would result in the redemption of public shares, potentially at less than $10.00 per share, and the expiration of Eagle Share Rights as worthless ⁶. The Company faces significant competition from other SPACs, private equity groups, and public companies for attractive target businesses, which could increase acquisition costs or prevent a successful combination ⁶. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, and a large number of redemptions could substantially dilute existing investments and limit the Company's ability to complete the most desirable business combination ⁶. Furthermore, the nominal purchase price of $25,000 ⁷ paid by the Sponsor for the Founder Shares (approximately $0.0004 per share ⁷) creates a significant incentive for the Sponsor to complete a business combination, even if it is with a riskier or less-established target, potentially leading to substantial dilution for public shareholders, where the implied value per share could be as low as $8.24, representing a 17.6% decrease from the initial implied value of $10.00 per public share, assuming no redemptions and a $258,000,000 valuation ⁸. If 50% of public shares were redeemed, the implied value per ordinary share would be $7.00 ⁸. The Company's status as a Cayman Islands exempted company may limit U.S. investors' ability to protect their interests or enforce judgments in U.S. federal courts ⁶. Changes in laws or regulations, particularly the 2024 SPAC Rules, could materially adversely affect the Company's business and its ability to complete a business combination ⁶. Geopolitical unrest, such as the military actions in Ukraine and Israel, and volatility in debt and equity markets, could also significantly impact the global economy, financial markets, and the Company's ability to find and finance a target business ⁶. There is also substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed by October 25, 2026 ⁵.

Management's message to shareholders emphasizes their extensive experience in identifying and executing strategic investments globally, particularly within the SPAC landscape, and their belief that this experience will enable them to create value for shareholders by identifying suitable business combination opportunities ¹. They highlight their focus on "special situations" and target companies with a pro forma equity value of $3 billion or greater ¹. Management explicitly states their plan to consummate a business combination prior to the mandatory liquidation date of October 25, 2026 ⁵. They acknowledge the inherent risks of being a blank check company, including the potential for dilution from Founder Shares and the impact of redemptions, but express confidence in their ability to navigate these challenges ⁶. The strategic priorities appear to be centered on leveraging their network and experience to secure a high-value business combination within the completion window, while managing operational expenses and ensuring compliance with regulatory requirements ¹.