Bold Eagle Acquisition Corp. Files S-1/A Amendment

TL;DR

Bold Eagle Acquisition Corp. (formerly Spinning Eagle) filed an S-1/A update on Oct 9, 2024. SEC #333-282268.

AI Summary

Bold Eagle Acquisition Corp. filed an S-1/A amendment on October 9, 2024, for its registration statement. The company, formerly known as Spinning Eagle Acquisition Corp., is incorporated in the Cayman Islands and has its principal executive offices at 955 Fifth Avenue, New York, NY 10075. The filing relates to SEC Act of 1933 with registration number 333-282268.

Why It Matters

This filing indicates an update to Bold Eagle Acquisition Corp.'s registration statement, which is a crucial step for companies planning to go public or issue new securities.

Risk Assessment

Risk Level: medium — As a SPAC (Special Purpose Acquisition Company), Bold Eagle Acquisition Corp. faces inherent risks related to finding and completing a business combination within its timeframe.

Key Numbers

• 333-282268 — SEC File Number (Identifies this specific registration filing)
• 20241009 — Filing Date (Date the amendment was submitted to the SEC)

Key Players & Entities

• Bold Eagle Acquisition Corp. (company) — Registrant
• Spinning Eagle Acquisition Corp. (company) — Former company name
• October 9, 2024 (date) — Filing date
• 333-282268 (registration_number) — SEC registration number
• Eli Baker (person) — Chief Executive Officer
• 955 Fifth Avenue, New York, NY 10075 (address) — Principal executive offices

FAQ

Key Financial Figures

• $250,000,000 B — BER 9 , 2024 PRELIMINARY PROSPECTUS $250,000,000 Bold Eagle Acquisition Corp. 25,000,000
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $100,000 — erein), taxes paid or payable and up to $100,000 of interest to pay dissolution expenses
• $3,500,000 — hare for an aggregate purchase price of $3,500,000 (or $3,875,000 if the underwriters&#x20
• $3,875,000 — regate purchase price of $3,500,000 (or $3,875,000 if the underwriters’ over -allot
• $0.15 — x00a0;    Includes $0.15 per unit, or $3,750,000 in the aggregat
• $3,750,000 — a0;  Includes $0.15 per unit, or $3,750,000 in the aggregate (or $4,312,500 if the
• $4,312,500 — nit, or $3,750,000 in the aggregate (or $4,312,500 if the underwriters’ over -allot
• $0.35 — closing of this offering. Also includes $0.35 per unit, or $8,750,000 in the aggregat
• $8,750,000 — ering. Also includes $0.35 per unit, or $8,750,000 in the aggregate (or up to $10,062,500
• $10,062,500 — r $8,750,000 in the aggregate (or up to $10,062,500 in the aggregate if the underwriters&#x
• $250,000,000 — nt shares described in this prospectus, $250,000,000, or $287,500,000 if the underwriters&#x
• $287,500,000 — ed in this prospectus, $250,000,000, or $287,500,000 if the underwriters’ over -allot
• $1,000,000 — exercised in full) and an aggregate of $1,000,000 to pay fees and expenses in connection
• $25,000 — shares at a nominal aggregate price of $25,000, or approximately $0.0004 per share, ou

Filing Documents

• ea0208608-05.htm (S-1/A) — 4440KB
• ea020860805ex1-1_boldeagle.htm (EX-1.1) — 203KB
• ea020860805ex4-2_boldeagle.htm (EX-4.2) — 17KB
• ea020860805ex4-3_boldeagle.htm (EX-4.3) — 16KB
• ea020860805ex4-4_boldeagle.htm (EX-4.4) — 69KB
• ea020860805ex5-1_boldeagle.htm (EX-5.1) — 56KB
• ea020860805ex5-2_boldeagle.htm (EX-5.2) — 19KB
• ea020860805ex10-1_boldeagle.htm (EX-10.1) — 46KB
• ea020860805ex10-9_boldeagle.htm (EX-10.9) — 28KB
• ea020860805ex23-1_boldeagle.htm (EX-23.1) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 4KB
• ex5-2_001.jpg (GRAPHIC) — 7KB
• ex5-2_002.jpg (GRAPHIC) — 4KB
• 0001213900-24-086662.txt ( ) — 4925KB

Risk Factors

Risk Factors   35 Cautionary Note Regarding Forward-Looking Statements   74

Use of Proceeds

Use of Proceeds   75 Dividend Policy   78

Dilution

Dilution   79 Capitalization   81 Management’s Discussion and Analysis of Financial Condition and Results of Operations   82 Proposed Business   87 Management   116 Principal Shareholders   127 Certain Relationships and Related Party Transactions   130

Description of Securities

Description of Securities   132 Taxation   148

Underwriting

Underwriting   158 Legal Matters   165 Experts   165 Where you can Find Additional Information   165 Index to Financial Statements   F-1 We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i Table of Contents Summary This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: •          “we,” “us,” “company” or “our company” are to Bold Eagle Acquisition Corp., a Cayman Islands exempted company; •          “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; •          “completion window” are to the period of 24 months from the closing of this offering in which we must complete an initial business combination; •        &#x0

View Full Filing

View this S-1/A filing on SEC EDGAR