Bold Eagle Acquisition Corp 8-K, filed Dec 13, 2024
Bold Eagle Acquisition Corp. (BEAG)
About this 8-K
Bold Eagle Acquisition Corp filed this 8-K on December 13, 2024, reporting on events of December 9, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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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.
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 shares.
A total of $8,000,000 of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Shares was deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $258,000,000.
An unaudited pro forma balance sheet as of December 9, 2024 reflecting the receipt of the proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Shares is attached hereto as Exhibit 99.1.
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. |
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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 | |||
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Exhibit 99.1
BOLD EAGLE ACQUISITION CORP.
(F/K/A SPINNING EAGLE ACQUISITION CORP.)
PRO FORMA UNAUDITED BALANCE SHEET
DECEMBER 9, 2024
| October 25, 2024 | Pro Forma Adjustments | As Adjusted | |||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||
| ASSETS: | |||||||||||||
| Current assets: | |||||||||||||
| Cash | $ | 400,788 | $ | - | $ | 400,788 | |||||||
| Prepaid expenses | 25,600 | - | 25,600 | ||||||||||
| Total current assets | 426,388 | - | 426,388 | ||||||||||
| Non-current assets: | |||||||||||||
| Prepaid expenses - non-current | 447,112 | - | 447,112 | ||||||||||
| Cash held in Trust Account | 250,000,000 | 8,000,000 | (1) | 258,000,000 | |||||||||
| (80,000 | ) | (2) | |||||||||||
| 80,000 | (3) | ||||||||||||
| Total assets | $ | 250,873,500 | $ | 8,000,000 | $ | 258,873,500 | |||||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT: | |||||||||||||
| Current liabilities: | |||||||||||||
| Accounts payable | $ | 92,133 | $ | - | $ | 92,133 | |||||||
| Over-allotment liability | 298,500 | (9,750 | ) | (5) | - | ||||||||
| (288,750 | ) | (5) | |||||||||||
| Total current liabilities | 390,633 | (298,500 | ) | 92,133 | |||||||||
| Promissory Note - related party | 542,975 | - | 542,975 | ||||||||||
| Deferred underwriting commissions | 8,750,000 | 280,000 | (2) | 9,030,000 | |||||||||
| Total liabilities | 9,683,608 | (18,500 | ) | 9,665,108 | |||||||||
| Commitments and contingencies | |||||||||||||
| Class A ordinary shares; 25,800,000 shares subject to possible redemption at $10.00 per share | 250,000,000 | 7,784,000 | (1) | 258,000,000 | |||||||||
| (77,144 | ) | (2) | |||||||||||
| (269,738 | ) | (2) | |||||||||||
| 562,882 | (6) | ||||||||||||
| Shareholders' Deficit: | |||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | ||||||||||
| Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 358,000 issued and outstanding (excluding 25,000,000 shares subject to possible redemption) | 35 | 1 | (3) | 36 | |||||||||
| Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,160,000 shares issued and outstanding | 719 | (203 | ) | (4) | 516 | ||||||||
| Additional paid-in capital | - | 216,000 | (2) | - | |||||||||
| (2,856 | ) | (2) | |||||||||||
| (10,262 | ) | (2) | |||||||||||
| 79,999 | (3) | ||||||||||||
| 203 | (4) | ||||||||||||
| (562,882 | ) | (6) | |||||||||||
| 279,798 | (7) | ||||||||||||
| Accumulated deficit | (8,810,862 | ) | 61,600 | (5) | (8,792,160 | ) | |||||||
| 9,750 | (5) | ||||||||||||
| 227,150 | (5) | ||||||||||||
| (279,798 | ) | (7) | |||||||||||
| Total shareholders' deficit | (8,810,108 | ) | 18,500 | (8,791,608 | ) | ||||||||
| Total liabilities and Shareholders' deficit | $ | 250,873,500 | $ | 8,000,000 | $ | 258,873,500 | |||||||
See Note to Pro Forma Unaudited Balance Sheet.
BOLD EAGLE ACQUISITION CORP.
Note to Pro Forma Unaudited Balance Sheet
(Unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Bold Eagle Acquisition Corp. (the “Company”) as of October 25, 2024, adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on December 9, 2024, as described below.
On October 25, 2024, the Company consummated the initial public offering (the “IPO”) of 25,000,000 units (the “Units”) at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one right to receive one twentieth (1/20) of a Class A Ordinary Share upon the consummation of an initial business combination. Simultaneously with the closing 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.
In connection with the IPO, the underwriters were granted a 45-day option from the effective date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,750,000 additional Units (the “Option Units”) to cover over-allotments, if any. On December 9, 2024, the underwriters partially exercised their Over-Allotment Option to purchase an additional 800,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $8,000,000. The underwriters forfeited their option to purchase an additional 2,950,000 Option Units.
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 shares.
A total of $8,000,000 of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Shares was deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $258,000,000.
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Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Shares are as follows:
| Pro forma entries | |||||||||
| 1 | Cash held in Trust Account | 8,000,000 | |||||||
| Class A ordinary shares subject to possible redemption | 7,784,000 | ||||||||
| Additional paid-in capital | 216,000 | ||||||||
| To record sale of 800,000 Overallotment Units at $10.00 per Unit. | |||||||||
| 2 | Class A ordinary shares subject to possible redemption | 77,144 | |||||||
| Additional paid-in capital | 2,856 | ||||||||
| Cash held in Trust Account | 80,000 | ||||||||
| Additional paid-in capital | 10,262 | ||||||||
| Class A ordinary shares subject to possible redemption | 269,739 | ||||||||
| Deferred underwriting compensation | 280,000 | ||||||||
| To record payment of cash & deferred underwriting fee on overallotment option. | |||||||||
| 3 | Cash held in Trust Account | 80,000 | |||||||
| Class A ordinary shares | 1 | ||||||||
| Additional paid-in capital | 79,999 | ||||||||
| To record the sale of 8,000 private placement shares at $10 per share. | |||||||||
| 4 | Class B ordinary shares | 203 | |||||||
| Additional paid-in capital | 203 | ||||||||
| To record forfeiture of 2,027,500 Class B ordinary shares. | |||||||||
| 5 | Over-allotment option liability | 9,750 | |||||||
| Change in FV of over-allotment liability | 9,750 | ||||||||
| Over-allotment option liability | 288,750 | ||||||||
| Change in FV of over-allotment liability | 227,150 | ||||||||
| Accumulated deficit | 61,600 | ||||||||
| To record the true up of the over-allotment option at the over-allotment close date and write-off the over-allotment option liability due to the forfeiture of the option by the underwriters. | |||||||||
| 6 | Additional paid-in capital | 562,882 | |||||||
| Class A ordinary shares subject to possible redemption | 562,882 | ||||||||
| To record accretion of ordinary shares subject to redemption to an amount of $10.00 per share. | |||||||||
| 7 | Accumulated deficit | 279,798 | |||||||
| Additional paid-in capital | 279,798 | ||||||||
| To reclassify negative additional paid in capital to accumulated deficit. | |||||||||
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