Bold Eagle Acquisition Corp.

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward- looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for the Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward- looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

We are a blank check company incorporated on February 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any Business Combination target with respect to an initial Business Combination with us.

Current wording

We are a blank check company incorporated on February 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial “Business Combination”.

Previous wording

We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement of the Private Placement Shares, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

Current wording

We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (“Initial Public Offering”) and simultaneous private placement, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

Previous wording

As indicated in the accompanying financial statements, at March 31, 2026, we had an unrestricted cash balance of $521,352 as well as investments held in the Trust Account of $271,707,742. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Current wording

As indicated in the accompanying financial statements, at June 30, 2026, we had an unrestricted cash balance of $311,166 as well as $274,112,743 of investments held in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering and activities related to our search for an initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

For the three months ended March 31, 2026 and 2025, we had a net income of $2,173,724 and $2,454,858, respectively, a loss from operations of $198,194 and $268,126, respectively, comprised of general and administrative expenses, and non-operating income of $2,371,918 and $2,722,984, respectively, comprised of interest earned on the Trust Account.

Current wording

For the three and six months ended June 30, 2026, we had a net income of $1,009,130 and $3,182,854, respectively, a loss from operations of $1,395,871 and $1,594,065, respectively, comprised of general and administrative expenses, and non-operating income of $2,405,001 and $4,776,919, respectively, comprised of interest earned on the Trust Account.

Previous wording

Through March 31, 2026, our efforts have been limited to organizational activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. As of March 31, 2026, $271,707,742 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We had cash held outside of the Trust Account of $521,352 and $239,898 in accounts payable and accrued expenses.

Current wording

Through June 30, 2026, our efforts have been limited to organizational activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. As of June 30, 2026, $274,112,743 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We had cash held outside of the Trust Account of $311,166 and $1,368,793 in accounts payable and accrued expenses.

Previous wording

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and up to $1,000,000 in available loans from the Sponsor. These loans are non-interest bearing and unsecured. Up to $400,000 of these loans were due at the earlier of December 31, 2024 or the closing of the Initial Public Offering and up to $600,000 is payable by no later than the earlier of the closing of our initial Business Combination or our liquidation. On October 25, 2024, the Initial Public Offering Promissory Note was repaid in full.

Current wording

Our liquidity needs were satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of Class B ordinary shares, par value $0.001 per share (the “Class B ordinary shares” or “Founder Shares”) to the Sponsor and up to $1,000,000 in available loans from the Sponsor.

Previous wording

On October 25, 2024, the Company consummated the Initial Public Offering of 25,000,000 Units at $10.00 per Unit and a private sale of 350,000 Private Placement Shares at a purchase price of $10.00 per share. The underwriters were given 45 days from the date of the Initial Public Offering to exercise the Over-Allotment Option. On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the issuance and sale of 800,000 Over-Allotment 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 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.

Current wording

On October 25, 2024, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”) at $10.00 per Unit. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares” or “public shares”), and one right (the “Eagle Share Rights”), with each Eagle Share Right entitling the holder to receive one twentieth (1/20) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Simultaneously with the consummation of the Initial Public Offering, we completed the private placement of an aggregate of 350,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor at a purchase price of $10.00 per Private Placement Share, generating gross proceeds of $3,500,000. The underwriters were given 45 days from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price (the “Over-Allotment Option”). On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the issuance and sale of 800,000 additional Units (the “Over-Allotment 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 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.

Previous wording

As of March 31, 2026, $271,707,742 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest for permitted withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay our income taxes, if any, and our working capital requirements. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, $274,112,743 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest for permitted withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay our income taxes, if any, and our working capital requirements. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

The Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026. Although the Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able to do so by such date. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that because such mandatory liquidation date is less than 12 months away, there is substantial doubt that the Company will operate as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 25, 2026. Management plans to consummate a Business Combination prior to October 25, 2026; however, there can be no assurance that one will be completed.

Current wording

The Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026. Although the Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able to do so by such date. In connection with the Company’s evaluation of its ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management considered the Company’s mandatory liquidation date, which is less than 12 months from the date these financial statements are issued. As a result, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern.

Previous wording

On October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three months ended March 31, 2026 and 2025, the Company incurred $45,000 and $45,000, respectively, for services under this agreement, which were included in the general and administrative expenses on the accompanying statements of operations. As of March 31, 2026 and December 31, 2025, $30,671 and $0, respectively, is included in accounts payable and accrued expenses in the accompanying balance sheets.

Current wording

On October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three and six months ended June 30, 2026, the Company incurred $45,000 and $85,137, respectively, for services under this agreement, which were included in the general and administrative expenses on the accompanying statements of operations. For the three and six months ended June 30, 2025, the Company incurred $45,000 and $90,000, respectively, for services under this agreement, which were also included in the general and administrative expenses on the accompanying statements of operations. As of June 30, 2026 and December 31, 2025, $14,765 and $0, respectively, is included in accounts payable and accrued expenses in the accompanying balance sheets.

Previous wording

Pursuant to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights and the Company is required to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of a Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Current wording

Pursuant to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of working capital loans will be entitled to registration rights and the Company is required to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of a Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.