Bold Eagle Acquisition Corp. Files 8-K on Equity Sales

TL;DR

Bold Eagle Acquisition Corp. filed an 8-K on 12/9/24 for unregistered equity sales.

AI Summary

On December 9, 2024, Bold Eagle Acquisition Corp. filed an 8-K report detailing unregistered sales of equity securities. The filing also includes other events and financial statements/exhibits. The company, formerly Spinning Eagle Acquisition Corp., is incorporated in the Cayman Islands and has its principal executive offices at 955 Fifth Avenue, New York, NY.

Why It Matters

This filing indicates potential changes in the company's capital structure through unregistered equity sales, which could impact existing shareholders and future financing.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate financial distress or a need for capital, which carries inherent risks.

Key Players & Entities

• Bold Eagle Acquisition Corp. (company) — Registrant
• Spinning Eagle Acquisition Corp. (company) — Former company name
• December 9, 2024 (date) — Date of earliest event reported
• 955 Fifth Avenue, New York, NY (location) — Business and mailing address

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 — ts"). 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 granted the underwriters a
• $3,500,000 — rating gross proceeds to the Company of $3,500,000. On December 9, 2024, the Company clos
• $8,000,000 — rating gross proceeds to the Company of $8,000,000. Simultaneously with the closing of the
• $80,000 — rating gross proceeds to the Company of $80,000. In connection with the closing of the
• $258,000,000 — ceeds deposited in the Trust Account to $258,000,000. An unaudited pro forma balance sheet

Filing Documents

• ea0224332-8k_bold.htm (8-K) — 34KB
• ea022433201ex99-1_bold.htm (EX-99.1) — 63KB
• 0001213900-24-108878.txt ( ) — 328KB
• beagu-20241209.xsd (EX-101.SCH) — 4KB
• beagu-20241209_def.xml (EX-101.DEF) — 27KB
• beagu-20241209_lab.xml (EX-101.LAB) — 37KB
• beagu-20241209_pre.xml (EX-101.PRE) — 25KB
• ea0224332-8k_bold_htm.xml (XML) — 7KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth below in Item 8.01 of this Current Report on Form 8-K with respect to the sale of additional Private Placement Shares (as defined below) is incorporated by reference herein. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

01. Other Events

Item 8.01. Other Events. As previously disclosed on a Current Report on Form 8-K dated October 31, 2024, 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 granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments (the "Over-Allotment Option"). Simultaneously with the consummation of the IPO, the Company completed the private sale of an aggregate of 350,000 Class A Ordinary Shares (the "Private Placement Shares") to the Company's sponsor, Eagle Equity Partners IV, LLC (the "Sponsor"), at a price of $10.00 per share, generating gross proceeds to the Company of $3,500,000. On December 9, 2024, the Company closed the issuance and sale of 800,000 additional units (the "Over-Allotment Option Units") in connection with the underwriters partially exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $8,000,000. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private sale of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating gross proceeds to the Company of $80,000. In connection with the closing of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Class B ordinary shares of the Company, par value $0.0001 per share (the "founder shares"), resulting in the Sponsor holding an aggregate of 5,160,000 founder shar

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 99.1 Pro Forma Balance Sheet as of December 9, 2024. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOLD EAGLE ACQUISITION CORP. By: /s/ Eli Baker Name: Eli Baker Title: Chief Executive Officer Dated: December 13, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR