Bold Eagle Acquisition Corp.

false 0001852207 00-0000000 0001852207 2026-10-20 2026-10-20 0001852207 BEAGU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToReceiveOneTwentieth120OfClassOrdinaryShareMember 2026-10-20 2026-10-20 0001852207 BEAGU:ClassOrdinarySharesParValue0.0001ParValueMember 2026-10-20 2026-10-20 0001852207 BEAGU:RightsEachEntitlingHolderToReceiveOneTwentieth120OfOneClassOrdinaryShareMember 2026-10-20 2026-10-20 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): October 20, 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. As further described below under Item 5.07 of this Current Report on Form 8-K, on October 20, 2026, Bold Eagle Acquisition Corp. (the “ Company ”) held an extraordinary general meeting (the “ Extraordinary General Meeting ”) to seek shareholder approval of an amendment to its amended and restated memorandum and articles of association (the “ Articles ”) to extend the date by which the Company has to consummate an initial business combination from October 25, 2026 to June 25, 2027 (the “ Extension ”). In connection with the Extension, on October 26, 2026, (i) the Company and Eagle Equity Partners IV, LLC, the Company’s sponsor (the “ Sponsor ”), entered into non-redemption agreements (the “ Non-Redemption Agreements ”) with several unaffiliated third-party shareholders (each, an “ Investor ”) and (ii) the Company entered into cash escrow agreements (the “ Escrow Agreements ”) with the Investors and Continental Stock Transfer and Trust Company, as escrow agent (the “ Escrow Agent ”). Pursuant to the Non-Redemption Agreements, each such Investor agreed to reverse its prior exercise of redemption rights under the Articles in connection with the Extension (each reversal, a “ Redemption Reversal ”). In consideration for the Redemption Reversals, the Company agreed to make monthly cash deposits in an aggregate amount of $134,507 per month into an escrow account for the benefit of the Investors until the earliest of the closing date of the Company’s initial business combination, the date of the Company’s liquidation, or June 25, 2027 (such earliest date, the “ Payment Date ”), and the Sponsor agreed to advance the funds to the Company to make such deposits. Upon the Payment Date, the Company and the Investors will deliver joint written instructions to the Escrow Agent to release and deliver such funds from escrow to the Investors. The Company agreed to pay all fees of the Escrow Agent pursuant to the Escrow Agreements. The Company also agreed that it will not make any permitted withdrawals from the trust account for working capital purposes following the date of the Non-Redemption Agreements. The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company’s trust account following the Extraordinary General Meeting, relative to the amount of funds remaining in the trust account had the Non-Redemption Agreements not been entered into. The Non-Redemption Agreements did not require the Non-Redeeming Shareholders to vote in favor of the Extension Amendment Proposal and, accordingly, the Non-Redemption Agreements did not affect the approval by the Company’s shareholders of the Extension Amendment Proposal (as defined below). Item 3.02. Unregistered Sales of Equity Securities. The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The issuance of the Class A Shares upon the Conversion (each as defined below) has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof. Item 3.03. Material Modification to Rights of Security Holders. The information disclosed in Item 5.07 of this Current Report is incorporated by reference into this Item 3.03 to the extent required. Item 5.07. Submission of Matters to a Vote of Security Holders. At the Extraordinary General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Articles to effectuate the Extension (the “ Extension Amendment Proposal ”). The Extension Amendment Proposal was described in additional detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on October 5, 2026 (the “ Proxy Statement ”). The final voting tabulation for the Extension Amendment Proposal was as follows: For Against Abstain Broker Non-Vote 20,448,699 497,774 0 0 A copy of the Articles amendment will be filed with the Cayman Islands Registrar of Companies. Under Cayman Islands law, the Articles amendment took effect upon approval by the Company’s shareholders. The foregoing description of the Articles amendment is qualified in its entirety by the full text of the Articles amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference. As there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the Extension Amendment Proposal, the “Adjournment Proposal” as described in the Proxy Statement was not required and the Company did not call a vote on that proposal. 1 Item 8.01. Other Events. Public Share Redemptions In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 15,397,025 Class A Shares exercised their right to redeem their shares for approximately $10.70 per share of the funds held in the Company’s Trust Account, leaving approximately $111,311,833 in cash in the Trust Account after satisfaction of such redemptions. Class B Share Conversion On October 23, 2026, the Sponsor, irrevocably exercised its right to convert (the “ Conversion ”) an aggregate of 5,159,999 Cla