Bold Eagle Acquisition Corp. Files S-1

TL;DR

Bold Eagle Acquisition Corp. just filed an S-1, get ready for some action.

AI Summary

Bold Eagle Acquisition Corp. filed an S-1 registration statement on September 20, 2024, to register securities. 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. Eli Baker serves as the Chief Executive Officer.

Why It Matters

This S-1 filing indicates that Bold Eagle Acquisition Corp. is preparing to offer securities to the public, which could lead to significant market activity and investment opportunities.

Risk Assessment

Risk Level: medium — As a SPAC, the risk level is medium due to the inherent uncertainties in identifying and completing a business combination.

Key Numbers

• 333-282268 — SEC File Number (Identifies the specific SEC registration)
• 0001852207 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Bold Eagle Acquisition Corp. (company) — Registrant
• Spinning Eagle Acquisition Corp. (company) — Former company name
• Eli Baker (person) — Chief Executive Officer
• September 20, 2024 (date) — Filing date
• 955 Fifth Avenue, New York, NY 10075 (address) — Principal executive offices

FAQ

Key Financial Figures

• $250,000,000 B — BER 20, 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

• ea0208608-03.htm (S-1) — 4417KB
• ea020860803ex3-1_bold.htm (EX-3.1) — 233KB
• ea020860803ex3-2_bold.htm (EX-3.2) — 274KB
• ea020860803ex4-1_bold.htm (EX-4.1) — 14KB
• ea020860803ex10-1_bold.htm (EX-10.1) — 45KB
• ea020860803ex10-2_bold.htm (EX-10.2) — 93KB
• ea020860803ex10-3_bold.htm (EX-10.3) — 114KB
• ea020860803ex10-4_bold.htm (EX-10.4) — 43KB
• ea020860803ex10-5_bold.htm (EX-10.5) — 99KB
• ea020860803ex10-6_bold.htm (EX-10.6) — 20KB
• ea020860803ex10-7_bold.htm (EX-10.7) — 18KB
• ea020860803ex10-8_bold.htm (EX-10.8) — 46KB
• ea020860803ex10-9_bold.htm (EX-10.9) — 28KB
• ea020860803ex14-1_bold.htm (EX-14.1) — 55KB
• ea020860803ex23-1_bold.htm (EX-23.1) — 2KB
• ea020860803ex99-1_bold.htm (EX-99.1) — 2KB
• ea020860803ex99-2_bold.htm (EX-99.2) — 2KB
• ea020860803ex99-3_bold.htm (EX-99.3) — 2KB
• ea020860803ex99-4_bold.htm (EX-99.4) — 2KB
• ea020860803ex99-5_bold.htm (EX-99.5) — 2KB
• ea020860803ex-fee_bold.htm (EX-FILING FEES) — 15KB
• ex3-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-080721.txt ( ) — 5535KB

Risk Factors

Risk Factors   34 Cautionary Note Regarding Forward-Looking Statements   73

Use of Proceeds

Use of Proceeds   74 Dividend Policy   77

Dilution

Dilution   78 Capitalization   80 Management’s Discussion and Analysis of Financial Condition and Results of Operations   81 Proposed Business   86 Management   114 Principal Shareholders   125 Certain Relationships and Related Party Transactions   128

Description of Securities

Description of Securities   130 Taxation   146

Underwriting

Underwriting   156 Legal Matters   163 Experts   163 Where you can Find Additional Information   163 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 filing on SEC EDGAR