Bold Eagle Acquisition Corp. Files 8-K with Material Agreement

TL;DR

Bold Eagle Acquisition Corp. filed an 8-K detailing a material definitive agreement and other corporate changes.

AI Summary

Bold Eagle Acquisition Corp. announced on October 25, 2024, that on October 23, 2024, it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential future developments for Bold Eagle Acquisition Corp., including a material definitive agreement and equity transactions.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Bold Eagle Acquisition Corp. (company) — Registrant
• October 25, 2024 (date) — Date of Report
• October 23, 2024 (date) — Date of earliest event reported
• Spinning Eagle Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one right to receive one
• $10.00 — uo;). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $250,000,000 — rating gross proceeds to the Company of $250,000,000. The Company has granted the underwrite
• $3,500,000 — are (for an aggregate purchase price of $3,500,000). The Private Placement Shares are iden
• $246,250,000 — A total of $250,000,000, comprised of $246,250,000 of the proceeds from the IPO (which amo
• $8,750,000 — eds from the IPO (which amount includes $8,750,000 of the underwriters’ deferred dis
• $1,250,000 — underwriters’ deferred discount), $1,250,000 in reimbursements from the Underwriters
• $2,500,000 — iters for certain expenses and fees and $2,500,000 of the proceeds of the sale of the Priv
• $1,000,000 — irements, subject to an annual limit of $1,000,000 and to pay its taxes, if any, the funds

Filing Documents

• ea0218485-8k_bold.htm (8-K) — 64KB
• ea021848501ex1-1_bold.htm (EX-1.1) — 256KB
• ea021848501ex3-1_bold.htm (EX-3.1) — 275KB
• ea021848501ex4-1_bold.htm (EX-4.1) — 65KB
• ea021848501ex10-1_bold.htm (EX-10.1) — 47KB
• ea021848501ex10-2_bold.htm (EX-10.2) — 133KB
• ea021848501ex10-3_bold.htm (EX-10.3) — 114KB
• ea021848501ex10-4_bold.htm (EX-10.4) — 43KB
• ea021848501ex10-5_bold.htm (EX-10.5) — 21KB
• ea021848501ex99-1_bold.htm (EX-99.1) — 8KB
• ea021848501ex99-2_bold.htm (EX-99.2) — 7KB
• 0001213900-24-090782.txt ( ) — 1035KB

From the Filing

REPORT UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 (October 23, 2024) BOLD EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-42385 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 955 Fifth Avenue New York, NY 10075 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (310) 209-7280 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one twentieth (1/20) of a Class A ordinary share BEAGU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 par value BEAG The Nasdaq Stock Market LLC Rights, each entitling the holder to receive one twentieth (1/20) of one Class A ordinary share BEAGR The Nasdaq Stock Market LLC Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On October 25, 2024, Bold Eagle Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one twentieth (1/20) of a Class A Ordinary Share upon the consummation of an initial business combination (the “Eagle Share Rights”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,750,000 Units at the initial public offering price to cover over-allotments, if any. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-282268) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 20, 2024, as amended (the “Registration Statement”): An Underwriting Agreement, dated October 23, 2024, by and among the Company and UBS Securities LLC and Jefferies LLC, as representatives of the underwriters, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Rights Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Letter Agreement, dated October 23, 2024 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and the Company’s sponsor, Eagle Equity Partners IV, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Registration Rights Agreement, dated October 23, 2024, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. A Private Placement Shares Purchase Agreement, dated October 23, 2024, by and

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View this 8-K filing on SEC EDGAR