Bold Eagle Acquisition Corp.

Current report

Item 1A. Risk Factors

Current report

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target, our ability to complete an initial Business Combination, and/or our business, financial condition and results of operations following completion of an initial Business Combination.

Current report

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. The U.S. has implemented a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Any significant increases in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively affect our search for a Business Combination target and/or our ability to complete our initial Business Combination. For example, if we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact such target company's business and financial performance. Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by other countries could affect such target's ability to export products and therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. The business prospects of a particular target for a Business Combination could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target's business. Accordingly, changes in trade and tariff policies could prevent or make it difficult or more expensive for us to complete an initial Business Combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on a post-Business Combination company.

Previous report

On October 25, 2024, we consummated our Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The underwriters have 45 days from the date of the Initial Public Offering to exercise the Over-Allotment Option. As of the date of this Quarterly Report, the Over-Allotment Option had not yet been exercised in full or in part. UBS Securities LLC and Jefferies LLC acted as book-running managers. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-282268). The SEC declared the registration statement effective on October 23, 2024.

Previous report

Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of 350,000 private placement shares to the Sponsor at a purchase price of $10.00 per private placement share, generating gross proceeds of $3,500,000.

Previous report

Following the closing of the Initial Public Offering on October 25, 2024, an amount of $250,000,000, comprised of $246,250,000 of the proceeds from the Initial Public Offering (which amount includes $8,750,000 of the underwriters’ deferred discount), $1,250,000 in reimbursements from the underwriters for certain expenses and fees and $2,500,000 of the proceeds of the sale of the Private Placement Shares, was placed in the Trust Account.

Previous report

Transaction costs amounted to $11,896,413, consisting of $2,500,000 of net upfront underwriting discounts ($3,750,000 of upfront underwriting discounts less $1,250,000 reimbursement from the underwriters), $8,750,000 of deferred underwriting fees and $646,413 of other offering costs. In addition, at October 25, 2024, cash of $400,788 was held outside of the Trust Account and is available for the payment of offering expenses and for working capital purposes.

Previous report

None.

Previous report

Not applicable.