Eagle Equity Partners IV Amends Bold Eagle Acquisition Corp. Filing
Ticker: BEAGR · Form: SC 13D/A · Filed: Dec 9, 2024 · CIK: 1852207
Sentiment: neutral
Topics: spac, amendment, ownership-filing
TL;DR
Eagle Equity Partners IV updated its 13D filing for Bold Eagle Acquisition Corp. on Dec 9.
AI Summary
Eagle Equity Partners IV, LLC, through its Managing Member Eli Baker, filed an amendment to its Schedule 13D on December 9, 2024, regarding its holdings in Bold Eagle Acquisition Corp. This filing, Amendment No. 1, updates information previously submitted. Eagle Equity Partners IV, LLC is based at 955 Fifth Avenue, New York, NY 10075.
Why It Matters
This amendment signals a change or update in the ownership or intentions of a significant shareholder in a SPAC, which could impact future merger or acquisition activities.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D filings can indicate shifts in a significant investor's strategy or stake, potentially affecting the company's stock price and future plans.
Key Players & Entities
- Eagle Equity Partners IV, LLC (company) — Filing entity
- Eli Baker (person) — Managing Member of Eagle Equity Partners IV, LLC
- Bold Eagle Acquisition Corp. (company) — Subject company
- 955 Fifth Avenue, New York, NY 10075 (address) — Business and mailing address for both entities
FAQ
What is the purpose of this filing?
This filing is an Amendment No. 1 to Schedule 13D, updating information previously submitted by Eagle Equity Partners IV, LLC concerning its beneficial ownership of Bold Eagle Acquisition Corp.
Who is filing this amendment?
Eagle Equity Partners IV, LLC, with Eli Baker listed as the Managing Member, is filing this amendment.
What company is the subject of this filing?
The subject company is Bold Eagle Acquisition Corp.
When was this amendment filed?
This amendment was filed on December 9, 2024.
What is the address associated with the filing entity?
The business and mailing address for Eagle Equity Partners IV, LLC is 955 Fifth Avenue, New York, NY 10075.
Filing Stats: 4,010 words · 16 min read · ~13 pages · Grade level 16.1 · Accepted 2024-12-09 17:18:03
Key Financial Figures
- $0.0001 — ame of Issuer) ClassA ordinary shares, $0.0001 par value per share (Title of Classof
- $25,000 — e Founder Shares (as defined below) was $25,000. The aggregate purchase price for the P
- $3,580,000 — Placement Shares (as defined below) was $3,580,000. In each case, the source of these fund
- $3 billion — ny that has a pro forma equity value of $3 billion or greater, the Sponsor has agreed, pur
- $10.00 — Shares ”) at a purchase price of $10.00 per Private Placement Share, to the Spo
- $3,500,000 — erating gross proceeds to the Issuer of $3,500,000. The Sponsor agreed to purchase up to 3
- $80,000 — erating gross proceeds to the Issuer of $80,000. The Private Placement Shares are ident
- $12.00 — ass A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits
- $15,000 — reed to pay an affiliate of the Sponsor $15,000 per month for office space and administ
- $300,000 — up to an aggregate principal amount of $300,000. On June 26, 2024, the Issuer and the S
- $600,000 — hat the Issuer may borrow thereunder to $600,000. The Amended and Restated Formation and
- $542,975 — the closing of the IPO, the Issuer had $542,975 outstanding under the Amended and Resta
- $400,000 — up to an aggregate principal amount of $400,000. The Initial Public Offering Promissory
Filing Documents
- ea0224108-13da1eagle4_bold.htm (SC 13D/A) — 63KB
- 0001213900-24-107025.txt ( ) — 64KB
Security and Issuer
Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D (this “ Amendment No. 1 ”) amends and restates the information set forth in the Schedule 13D (the “ Schedule 13D ”) filed by Eagle Equity Partners IV, LLC on October 25, 2024, relating to the Class A ordinary shares, par value $0.0001 per share (the “ Class A ordinary shares ”), of Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “ Issuer ”), whose principal executive offices are located at 955 Fifth Avenue, New York, NY 10075.
Identity and Background
Item 2. Identity and Background. (a) This Amendment No. 1 is being filed by Eagle Equity Partners IV, LLC ( the “ Sponsor ” or the “ Reporting Person ”). (b) The business address of the Reporting Person is 955 Fifth Avenue, New York, NY 10075. (c) The principal business of the Sponsor is to act as the Issuer’s sponsor in connection with the Issuer’s initial public offering and to invest and hold securities of the Issuer. The managing members of the Sponsor are Harry Sloan, Eli Baker and Jeff Sagansky. Mr. Baker is the Chief Executive Officer and a member of the board of directors of the Issuer. Messrs. Sloan and Sagansky are the co-chairmen of the board of directors of the Issuer. (d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Sponsor is a limited liability company formed under the laws of the State of Delaware.
Source and Amount of Funds or Other
Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price for the Founder Shares (as defined below) was $25,000. The aggregate purchase price for the Private Placement Shares (as defined below) was $3,580,000. In each case, the source of these funds was the working capital of the members of the Sponsor. The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Amendment No. 1 is hereby incorporated by reference in its entirety into this Item 3.
Purpose of Transaction
Item 4. Purpose of Transaction Founder Shares On March 23, 2021, the Sponsor paid $25,000 to cover certain of Issuer’s offering and formation costs in exchange for 57,500,000 Class B ordinary shares, par value $0.0001 per share of the Issuer (the “ Class B ordinary shares ” or the “ Founder Shares ”). On June 25, 2024, the Sponsor surrendered for no consideration 50,312,500 Founder Shares to the Issuer, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. Pursuant to the Letter Agreement, the Founder Shares include an aggregate of up to 937,500 Founder Shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “ IPO ”) was not exercised in full. In addition, pursuant to the Letter Agreement, the Sponsor agreed to surrender to the Issuer for no consideration, after the expiration of the underwriters’ over-allotment option, a number of Founder Shares equal to the number of Class A ordinary shares underlying the rights (the “ Eagle Share Rights ”) included in the units sold in the IPO. The Sponsor agreed to surrender 1,250,000 Founder Shares in respect of the Eagle Share Rights if the underwriters’ over-allotment option was not exercised and to surrender up to 1,437,500 Founder Shares in respect of the Eagle Share Rights if the underwriters’ over-allotment option was exercised in full. On December 9, 2024, the underwriters exercised the over-allotment option in part, resulting in the forfeiture of 2,027,500 Founder Shares for no consideration previously held by the Sponsor. As of the date of this filing, the Sponsor held 5,160,000 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Issuer’s initial business combination (the “
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer (a)-(b) The information contained on the cover pages to this Amendment No. 1 is incorporated herein by reference. (c) Except for the transactions described in Item 4 of this Amendment No. 1, the Reporting Person has not engaged in any transaction during the past 60 days involving the ordinary shares of the Issuer. (d) Not applicable. (e) Not applicable.
Contracts, Arrangements, Understandings or Relationships
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.
Materials to be Filed as Exhibits
Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Letter Agreement, dated October 23, 2024, among Bold Eagle Acquisition Corp., Eagle Equity Partners IV, LLC and each of the officers and directors of Bold Eagle Acquisition Corp. (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed October 25, 2024). 2 Registration Rights Agreement, dated October 23, 2024, among Bold Eagle Acquisition Corp., Eagle Equity Partners IV, LLC and the holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed October 25, 2024). 3 Private Placement Shares Purchase Agreement, dated October 23, 2024, between Bold Eagle Acquisition Corp. and Eagle Equity Partners IV, LLC (Incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed October 25, 2024). 4 Administrative Services and Indemnification Agreement, dated October 23, 2024, between Bold Eagle Acquisition Corp. and Eagle Equity Partners IV, LLC. (Incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed October 25, 2024). 7
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 9, 2024 EAGLE EQUITY PARTNERS IV, LLC By: /s/ Eli Baker Name: Eli Baker Title: Managing Member 8