Bold Eagle Acquisition Corp.

false 0001852207 00-0000000 0001852207 2026-09-25 2026-09-25 0001852207 BEAGU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToReceiveOneTwentieth120OfClassOrdinaryShareMember 2026-09-25 2026-09-25 0001852207 BEAGU:ClassOrdinaryShares0.0001ParValueMember 2026-09-25 2026-09-25 0001852207 BEAGU:RightsEachEntitlingHolderToReceiveOneTwentieth120OfOneClassOrdinaryShareMember 2026-09-25 2026-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2026 BOLD EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-42385 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 955 Fifth Avenue New York , NY 10075 ( Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (310) 209-7280 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one twentieth (1/20) of a Class A ordinary share BEAGU The Nasdaq Stock Market LLC Class A ordinary shares, $0.0001 par value BEAG The Nasdaq Stock Market LLC Rights, each entitling the holder to receive one twentieth (1/20) of one Class A ordinary share BEAGR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement Business Combination Agreement On September 25, 2026, Bold Eagle Acquisition Corp., a Cayman Islands exempted company (“ Bold Eagle ”, and following the Domestication described below, “ PubCo ”), REDL Intermediate Holdings, LLC, a Delaware limited liability company (“ REDLattice ”), BEAC Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Bold Eagle (“ Merger Sub ”), and, solely for the purposes of Section 6.9(e) thereof, REDL Ultimate Holdings, LP, a Delaware limited partnership (“ Ultimate Holdings ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”). Ultimate Holdings is the direct parent of REDLattice. Pursuant to the Business Combination Agreement, (i) Bold Eagle will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation (the “ Domestication ”), and (ii) following the Domestication, Merger Sub will merge with and into REDLattice (the “ Merger ”, and together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “ Business Combination ”), with REDLattice surviving the Merger as a wholly-owned subsidiary of PubCo. REDLattice, together with its subsidiaries, is in the business of providing design, development, research, implementation, engineering, exploitation, maintenance and support services for cyber intelligence platforms and software services, tools, solutions, and products, as well as other related government services, in each case, to government, intelligence, and defense customers. The Business Combination Agreement and the Business Combination were unanimously approved by the board of directors of Bold Eagle, the board of managers of REDLattice, and the board of supervisors of Ultimate Holdings. The closing of the Business Combination (the “ Closing ”) is expected to occur following the receipt of the required approval by Bold Eagle’s shareholders and the satisfaction of the closing conditions described below. Conversion of Securities Immediately prior to the Domestication, the following will occur in the following order: (1) to the extent any units of Bold Eagle (“ Bold Eagle Units ”) remain outstanding and unseparated, the Class A ordinary shares and public rights comprising each such Bold Eagle Unit will automatically separate (the “ Unit Separation ”); (2) each holder of each issued and outstanding Class B ordinary share of Bold Eagle, par value $0.0001 per share (the “ Bold Eagle Class B Shares ” or the “ Founder Shares ”), will irrevocably and unconditionally elect to convert, on a one-for-one basis, each Bold Eagle Class B Share held by it into one Class A ordinary share of Bold Eagle, par value $0.0001 per share (the “ Bold Eagle Class A Shares ,” and together with the Bold Eagle Class B Shares, the “ Bold Eagle Ordinary Shares ”) (the “ Class B Share Conversion ”); (3) each issued and outstanding public right of Bold Eagle will automatically convert into one-twentieth (1/20th) of one Bold Eagle Class A Share, with any fractional shares rounded down (the “ Rights Conversion ”); and (4) Bold Eagle will effect the redemption of the Bold Eagle Class A Shares initially issued in Bold Eagle’s initial public offering (the “ Public Shares ” and the holders of Public Shares, the “ Public Shareholders ”) that are validly submitted for redemption and not withdrawn. At the effective time of the Domestication, each outstanding Bold Eagle Class A Share (excluding Public Shares validly submitted for redemption, but including Bold Eagle Class A Shares issued upon the Class B Share Conversion and the Rights Conversion) will be reclassified as one share of common stock, par value $0.0001 per share, of PubCo (the “ PubCo Common Stock ”). Immediately following the Domestication and immediately prior to the effective time of the Merger, Eagle Equity Partners IV, LLC, the sponsor of Bold Eagle (the “ Sponsor ”), will cause 2,035,000 shares of PubCo Common Stock held by it (the “ Sponsor Earn-Out Shares ”) to become subject to vesting and forfeiture conditions tied to the trading price of PubCo Common Stock during the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of the Closing Date (the “ Earn-Out Period ”) (the “ Sponsor Earn-Out Arrangement ”). Pursuant to the Sponsor Earn-Out Arrangement, the Sponsor Earn-Out Shares will vest in three tranches, with 767,500 shares vesting if the trading price of PubCo Common Stock equals or exceeds $12.50 per share, 767,500 shares vesting if the trading price of PubCo Common Stock equals or exceeds $15.00 per share and 500,000 shares vesting if the trading price of PubCo Common Stock equals or exceeds $17.50 per share, respectively, for any twenty (20) trading days within any thirty (30) consecutive trading day period during the Earn-Out Period, and will otherwise be forfeited to PubCo for no consideration upon expiration of the Earn-Out Period. In the event of a PubCo Sale during the Earn-Out Period, the Sponsor Earn-Out Shares will vest on an accelerated basis d