Bold Eagle Acquisition Corp.

DEF 14A 1 ea0306149-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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(Name of Registrant as Specified In Its Charter)

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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 20, 2026

TO THE SHAREHOLDERS OF BOLD EAGLE ACQUISITION CORP.:

You are cordially invited to attend the extraordinary general meeting (“Extraordinary General Meeting”) of shareholders of Bold Eagle Acquisition Corp. (“we”, “us”, “our” or the “Company”), to be held at 1:00 p.m. Eastern Time on October 20, 2026. The Extraordinary General Meeting will be a virtual meeting conducted via live webcast athttp://www.cstproxy.com/boldeagleacquisition/2026. For the purposes of Cayman Islands law and the Articles (defined below), the physical location of the Extraordinary General Meeting will be the offices of White & Case LLP, the Company’s legal counsel, at 1221 Avenue of the Americas, New York, NY 10020.

Even if you plan to attend the Extraordinary General Meeting online, please promptly submit your proxy vote by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, so that your shares will be represented at the Extraordinary General Meeting. Voting instructions are included in the proxy materials provided for the Extraordinary General Meeting. Again, even if you plan to attend the Extraordinary General Meeting online, it is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting.

The accompanying proxy statement (the “Proxy Statement”) and proxy card are dated October 5, 2026, and are first being mailed to shareholders of the Company on or about October 5, 2026.

The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following two proposals:

1. Extension Amendment Proposal. A proposal to approve, as a special resolution, the amendment of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), in the form set forth in Annex A to the accompanying Proxy Statement, to extend the date by which the Company must consummate an initial business combination (as defined below) (the “Extension”, and the proposal, the “Extension Amendment Proposal”) from October 25, 2026 to June 25, 2027 (the “Extended Date”); and

2. Adjournment Proposal. A proposal to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

The purpose of the Extension Amendment Proposal is to allow us additional time to identify and complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”). The Company’s prospectus for its initial public offering (“IPO”) and its Articles currently provide that the Company has until October 25, 2026 (the “Current Outside Date”) to complete an initial business combination.

As previously disclosed, on September 25, 2026, the Company entered into a Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with REDL Intermediate Holdings, LLC, a Delaware limited liability company (“REDLattice”), BEAC Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and, solely for the purposes of Section 6.9(e) thereof, REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate

Holdings”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on September 28, 2026 and the Registration Statement on Form S-4 expected to be filed by the Company with the SEC.

While the parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the necessary filings with the SEC related to the transaction, our Board has determined that there will not be sufficient time before the Current Outside Date to hold an extraordinary general meeting to obtain shareholder approval of, and to consummate, the Business Combination. Accordingly, our Board believes that in order to be able to successfully complete the Business Combination, it is appropriate to obtain the Extension. However, even if the Extension Amendment Proposal is approved and the Extension is implemented, there is no assurance that the Company will be able to consummate the Business Combination by the Extended Date, given the actions that must occur prior to the closing of the Business Combination.

The purpose of the Adjournment Proposal, if adopted, is to allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders, and the Extension is implemented, the shareholders (“Public Shareholders”) holding the Company’s Class A ordinary shares of a par value of $0.0001 per share, initially issued as part of the units sold in the Company’s IPO (the “Units”, and with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) may elect to redeem their Public Shares in connection with the approval of the Extension regardless of whether such Public Shareholders abstain, vote for, or vote against the Extension Amendment Proposal, or do not vote, and regardless of whether they hold Public Shares on the Record Date (as defined below) established in connection with the Extraordinary General Meeting, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its IPO (the “Trust Account”), including interest earned on the Trust Account (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then issued and outstanding Public Shares, but only in the event that the Extension Proposal is approved and adopted. The Company’s board of directors (the “Board”) and authorized officers, in their sole discretion, will determine the timing of any such redemption. If the Extension is implemented, the remaining Public Shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of our initial business combination, subject to any limitations set forth in our Articles, as amended. In addition, Public Shareholders who do not elect to redeem their shares in connection with the Extension would be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 16, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR PUBLIC SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The Company anticipates that the per-share price at which Public Shares will be redeemed from distributable cash held in the Trust Account will be approximately $10.70 at the time of the Extraordinary General Meeting, which is the amount on deposit in the Trust Account as of September 30, 2026, including interest (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of Public Shares. The closing price of the Company’s Class A Shares (as defined below) on October 2, 2026 was $10.70. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately the same amount as if such shareholder sold the Public Shares in the open market. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Company’s securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its Public Shareholders to determine whether to keep their investments for an additional period of time if the Company does not complete an initial business combination on or before the Current Outside Date.

Subject to applicable securities laws (including with respect to material nonpublic information), Eagle Equity Partners IV, LLC (the “Sponsor”), our officers and directors (together with the Sponsor, the “Insiders”) or their affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that such persons purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.70 per share, based on the amounts held in the Trust Account as of September 30, 2026); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

If the Extension Amendment Proposal is not approved and we do not consummate an initial business combination by October 25, 2026, as contemplated by our IPO prospectus in accordance with our Articles, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts released to us to fund our working capital requirements, subject to an annual limit of $1,000,000, taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to each of our rights entitling the holder to receive one twentieth (1/20) of one Class A Share upon the consummation of an initial business combination (“Right”), which will expire worthless in the event of our winding up. In the event of a liquidation, Sponsor will not receive any monies held in the Trust Account as a result of its ownership of Class B Shares (or Class A Shares issued upon the conversion of Class B Shares) (the “Founder Shares”) or Class A Shares issued in a private placement simultaneous with the IPO (the “Private Placement Shares”).

If the Extension Amendment Proposal is approved and adopted, the Company, pursuant to the terms of the Articles and the Investment Management Trust Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then outstanding Public Shares, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The Company’s Board and authorized officers, in their sole discretion, will determine the timing of any such redemption. The remainder of such funds will remain in the Trust Account and be available for use by the Company to complete an initial business combination on or before the Extended Date. The remaining holders of Public Shares will retain the opportunity to have their retained Public Shares redeemed in conjunction with the consummation of an initial business combination or our liquidation following the Extended Date, subject to any limitations set forth in our Articles, as amended.

The approval of the Extension Amendment Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), being a resolution passed by the affirmative vote of a majority of at least two thirds (2/3) of such holders of the Class A ordinary shares of a par value of $0.0001 per share (“Class A Shares”) and Class B ordinary shares of a par value of $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or, where proxies are allowed, by proxy at the Extraordinary General Meeting or any adjournment thereof. If the Extension Amendment Proposal is not approved, the Extension will not take effect. On the Record Date, the Sponsor beneficially owned and was entitled to vote 358,000 Class A Shares and an aggregate of 5,160,000 Class B Shares, representing approximately 17.62% of the Company’s issued and outstanding Ordinary Shares. Our other Insiders did not directly own any of our Ordinary Shares. Accordingly, in addition to the shares held by the Sponsor, the Company will need 15,360,667 Public Shares, or 49.05% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, to be voted in favor of the Extension Amendment Proposal in order to approve such proposal. Assuming that only the holders of 10,439,334 Ordinary Shares, representing a quorum, vote at the Extraordinary General Meeting, we will need 1,441,557 Public Shares, or 4.60% of the outstanding Ordinary Shares, in addition to the Ordinary Shares held by the Sponsor to be voted in favor of the Extension Amendment Proposal in order to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of such holders of the Ordinary Shares, as being entitled to do so, vote in person (including virtually) or, where proxies are allowed, by proxy at the Extraordinary General Meeting or any adjournment thereof. Accordingly, in addition to the Ordinary Shares held by the Sponsor, the Company will need 10,141,001 Public Shares, or 32.38% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, to be voted in favor of the Adjournment Proposal in order to approve such proposal. Assuming that only the holders of 10,439,334 Ordinary Shares, representing a quorum, vote at the Extraordinary General Meeting, we will not need any Public Shares in addition to the Ordinary Shares held by the Sponsor to be voted in favor of the Adjournment Proposal in order to approve such proposal.

Our Board has fixed the close of business on September 30, 2026 (the “Record Date”) as the date for determining the Company shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

You are not being asked to vote on the Business Combination or any other initial business combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on the Business Combination or any other initial business combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event the Business Combination or any other initial business combination is approved and completed or in the event we have not consummated an initial business combination by the Extended Date. There is no guarantee that we will be able to complete the Business Combination or any other initial business combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals. Our Board expresses no opinion as to whether you should redeem any of your Public Shares.

Under the Articles and Cayman Islands law, no other business may be transacted at the Extraordinary General Meeting.

The Insiders have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of Founder Shares and Private Placement Shares, in particular the fact that, if the Business Combination or any other initial business combination is completed, the Insiders are likely to be able to make a substantial profit on their investment in us even at a time when

the Ordinary Shares have lost significant value, while, if the Extension Amendment Proposal is not approved and the Company liquidates without completing an initial business combination before October 25, 2026, the Insiders will lose their entire investment in us. See the section entitled “Extraordinary General Meeting of Shareholders — Interests of the Insiders” in the accompanying Proxy Statement for more information.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your shares.

By Order of the Board

/s/ Eli Baker

Eli Baker

Chief Executive Officer

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on October 20, 2026: This notice of meeting and the accompanying Proxy Statement are available athttps://www.cstproxy.com/boldeagleacquisition/2026.

PROXY STATEMENT FOR THE

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 20, 2026

The extraordinary general meeting (“Extraordinary General Meeting”) of shareholders of Bold Eagle Acquisition Corp. (“we”, “us”, “our” or the “Company”) will be held at 1:00 p.m. Eastern Time on October 20, 2026, at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast athttps://www.cstproxy.com/boldeagleacquisition/2026, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned. You will be able to attend, vote your shares, and submit questions during the Extraordinary General Meeting via a live webcast available athttps://www.cstproxy.com/boldeagleacquisition/2026. The Extraordinary General Meeting will be held for the sole purpose of considering and voting upon the following two proposals:

1. Extension Amendment Proposal. A proposal to approve, as a special resolution, the amendment of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), in the form set forth in Annex A to the accompanying Proxy Statement, to extend the date by which the Company must consummate an initial business combination (as defined below) (the “Extension”, and the proposal, the “Extension Amendment Proposal”) from October 25, 2026 to June 25, 2027 (the “Extended Date”); and

2. Adjournment Proposal. A proposal to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

The purpose of the Extension Amendment Proposal is to allow us additional time to identify and complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”). The Company’s prospectus for its IPO and its Articles currently provide that the Company has until October 25, 2026 (the “Current Outside Date”) to complete an initial business combination.

As previously disclosed, on September 25, 2026, the Company entered into a Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with REDL Intermediate Holdings, LLC, a Delaware limited liability company (“REDLattice”), BEAC Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and, solely for the purposes of Section 6.9(e) thereof, REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate Holdings”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on September 28, 2026 and the Registration Statement on Form S-4 expected to be filed by the Company with the SEC.

While the parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the necessary filings with the SEC related to the transaction, our Board has determined that there will not be sufficient time before the Current Outside Date to hold an extraordinary general meeting to obtain shareholder approval of, and to consummate, the Business Combination. Accordingly, our Board believes that in order to be able to successfully complete the Business Combination, it is appropriate to obtain the Extension. However, even if the Extension Amendment Proposal is approved and the Extension is implemented, there is no assurance that the Company will be able to consummate the Business Combination by the Extended Date, given the actions that must occur prior to the closing of the Business Combination.

The purpose of the Adjournment Proposal, if adopted, is to allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders, and the Extension is implemented, the shareholders (“Public Shareholders”) holding the Company’s Class A ordinary shares of a par value of $0.0001 per share, initially issued as part of the units sold in the Company’s IPO (the “Units”, and with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) may elect to redeem their Public Shares in connection with the approval of the Extension regardless of whether such Public Shareholders abstain, vote for, or vote against the Extension Amendment Proposal, or do not vote, and regardless of whether they hold Public Shares on the Record Date (as defined below) established in connection with the Extraordinary General Meeting, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its IPO (the “Trust Account”), including interest earned on the Trust Account (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then issued and outstanding Public Shares, but only in the event that the Extension Proposal is approved and adopted. The Company’s board of directors (the “Board”) and authorized officers, in their sole discretion, will determine the timing of any such redemption. If the Extension is implemented, the remaining Public Shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of our initial business combination, subject to any limitations set forth in our Articles, as amended. In addition, Public Shareholders who do not elect to redeem their shares in connection with the Extension would be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 16, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR PUBLIC SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The Company anticipates that the per-share price at which Public Shares will be redeemed from distributable cash held in the Trust Account will be approximately $10.70 at the time of the Extraordinary General Meeting, which is the amount on deposit in the Trust Account as of September 30, 2026, including interest (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of Public Shares. The closing price of the Company’s Class A Shares on October 2, 2026 was $10.70. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately the same amount as if such shareholder sold the Public Shares in the open market. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Company’s securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its Public Shareholders to determine whether to keep their investments for an additional period of time if the Company does not complete an initial business combination on or before the Current Outside Date.

Subject to applicable securities laws (including with respect to material nonpublic information), Eagle Equity Partners IV, LLC (the “Sponsor”), our officers and directors (together with the Sponsor, the “Insiders”) or their affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that such persons purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.70 per share, based on the amounts held in the Trust Account as of September 30, 2026); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

If the Extension Amendment Proposal is not approved and we do not consummate an initial business combination by October 25, 2026, as contemplated by our IPO prospectus in accordance with our Articles, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts released to us to fund our working capital requirements, subject to an annual limit of $1,000,000, taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to our Rights, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of Class B Shares (or Class A Shares issued upon the conversion of Class B Shares) (the “Founder Shares”) or Class A Shares issued in a private placement simultaneous with the IPO (the “Private Placement Shares”).

If the Extension Amendment Proposal is approved and adopted, the Company, pursuant to the terms of the Articles and the Investment Management Trust Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of amounts released to the Company to fund the Company’s working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then outstanding Public Shares, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The Company’s Board and authorized officers, in their sole discretion, will determine the timing of any such redemption. The remainder of such funds will remain in the Trust Account and be available for use by the Company to complete an initial business combination on or before the Extended Date. The remaining holders of Public Shares will retain the opportunity to have their retained Public Shares redeemed in conjunction with the consummation of an initial business combination or our liquidation following the Extended Date, subject to any limitations set forth in our Articles, as amended.

The approval of the Extension Amendment Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), being a resolution passed by the affirmative vote of a majority of at least two thirds (2/3) of the holders of the Class A ordinary shares of a par value of $0.0001 per share (“Class A Shares”) and Class B ordinary shares of a par value of $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or, where proxies are allowed, by proxy at the Extraordinary General Meeting or any adjournment thereof. If the Extension Amendment Proposal is not approved, the Extension will not take effect. On the Record Date, the Sponsor beneficially owned and was entitled to vote 358,000 Class A Shares and an aggregate of 5,160,000 Class B Shares, representing approximately 17.62% of the Company’s issued and outstanding Ordinary Shares. Our other Insiders did not directly own any of our Ordinary Shares. Accordingly, in addition to the shares held by the Sponsor, the Company will need 15,360,667 Public Shares, or 49.05% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, to be voted in favor of the Extension Amendment Proposal in order to approve such proposal. Assuming that only the holders of 10,439,334 Ordinary

Shares, representing a quorum, vote at the Extraordinary General Meeting, we will need 1,441,557 Public Shares, or 4.60% of the outstanding Ordinary Shares, in addition to the Ordinary Shares held by the Sponsor to be voted in favor of the Extension Amendment Proposal in order to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of such holders of Ordinary Shares, as being entitled to do so, vote in person (including virtually) or, where proxies are allowed, by proxy at the Extraordinary General Meeting or any adjournment thereof. Accordingly, in addition to the Ordinary Shares held by the Sponsor, the Company will need 10,141,001 Public Shares, or 32.38% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, to be voted in favor of the Adjournment Proposal in order to approve such proposal.

Assuming that only the holders of 10,439,334 Ordinary Shares, representing a quorum, vote at the Extraordinary General Meeting, we will not need any Public Shares in addition to the Ordinary Shares held by the Sponsor to be voted in favor of the Adjournment Proposal in order to approve such proposal.

Our Board has fixed the close of business on September 30, 2026 (the “Record Date”) as the date for determining the Company shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on the Business Combination or any other initial business combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event the Business Combination or any other initial business combination is approved and completed or in the event we have not consummated an initial business combination by the Extended Date. There is no guarantee that we will be able to complete the Business Combination or any other initial business combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals. Our Board expresses no opinion as to whether you should redeem any of your Public Shares.

The Insiders have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of Founder Shares and Private Placement Shares, in particular the fact that, if the Business Combination or any other initial business combination is completed, the Insiders are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares have lost significant value, while, if the Extension Amendment Proposal is not approved and the Company liquidates without completing an initial business combination before October 25, 2026, the Insiders will lose their entire investment in us. See the section entitled “Extraordinary General Meeting of Shareholders — Interests of the Insiders” in the accompanying Proxy Statement for more information.

This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Sodali & Co. to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Sodali & Co. a fee of $20,000. We will also reimburse Sodali & Co. for reasonable out-of-pocket expenses and disbursements and will indemnify Sodali & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to complete the Business Combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to complete the Business Combination.

This Proxy Statement is dated October 5, 2026 and is first being mailed to the Company’s shareholders on or about October 5, 2026.