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,
par value $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
8.01. Other Events.
On
October 20, 2026, Bold Eagle Acquisition Corp. (“Bold Eagle”) and REDL Intermediate Holdings, LLC (“REDLattice”)
jointly issued a press release announcing the confidential submission of a draft registration statement on Form S-4 to the U.S. Securities
and Exchange Commission (“SEC”) in connection with the previously-announced proposed business combination between Bold Eagle
and REDLattice. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 20, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
Additional
Information About the Transaction and Where to Find It
In
connection with the business combination, Bold Eagle and REDLattice have prepared and confidentially submitted a registration statement
with the SEC, which includes a preliminary proxy statement and preliminary prospectus of Bold Eagle with respect to the securities to
be offered in the business combination. After the registration statement is publicly filed, and ultimately declared effective, Bold Eagle
will mail a definitive proxy statement/final prospectus to its shareholders as of a record date to be established for voting on the business
combination. The registration statement, including the proxy statement/prospectus contained therein, will contain important information
about the business combination and the other matters to be voted upon at a meeting of Bold Eagle’s shareholders. This Current Report
on Form 8-K and the exhibit hereto do not contain all the information that should be considered concerning the business combination and
other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters.
Bold Eagle and REDLattice may also file other documents with the SEC regarding the business combination. Bold Eagle’s shareholders
and other interested persons are advised to read, when available, the registration statement, including the preliminary proxy statement/preliminary
prospectus contained therein, the amendments thereto and the definitive proxy statement/final prospectus and other documents filed in
connection with the business combination, as these materials will contain important information about Bold Eagle, REDLattice, and the
business combination. The documents filed by Bold Eagle and REDLattice with the SEC also may be obtained free of charge upon written
request to Bold Eagle at Bold Eagle Acquisition Corp., 955 Fifth Avenue, New York, NY 10075.
Additional
Information About the Extension and Where to Find It
Bold
Eagle filed a definitive proxy statement (the “Extension Proxy Statement”) with the SEC and mailed the same to Bold Eagle’s
shareholders on October 5, 2026 in connection with Bold Eagle’s solicitation of proxies for the vote by Bold Eagle shareholders
to approve an amendment to its amended and restated memorandum and articles of association to extend (the “Extension”) the
date by which Bold Eagle must consummate an initial business combination. Bold Eagle may also file other relevant documents regarding
the Extension with the SEC. This Current Report on Form 8-K and the exhibit hereto do not contain all the information that should be
considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision in respect
of the Extension. Before making any voting or investment decision, investors, security holders of Bold Eagle, and other interested persons
are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with Bold Eagle’s
solicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will
contain important information about Bold Eagle and the Extension.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the proposed business combination transaction or the Extension. This Current Report on Form 8-K and
the exhibit hereto also do not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any
sale of securities in any jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
REDLattice
and Bold Eagle and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the
solicitation of proxies of Bold Eagle’s shareholders in connection with the business combination and/or in connection with the
Extension. Investors and security holders may obtain more detailed information regarding the names and interests of Bold Eagle’s
directors and officers in Bold Eagle’s filings with the SEC, including the Extension Proxy Statement, which is available at: https://www.sec.gov/Archives/edgar/data/1852207/000121390026106611/ea0306149-02.htm,
and Bold Eagle’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, and which
is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001852207/000121390026032983/ea0276711-10k_bold.htm, under the headings
“Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions,
and Director Independence.” Additional information regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies of Bold Eagle’s shareholders in connection with the business combination will be set forth in the registration
statement, when available. Investors, shareholders and other interested persons are urged to read the Extension Proxy Statement, the
registration statement, the proxy statement/prospectus included therein, and other relevant documents that will be filed with the SEC
carefully and in their entirety when they become available because they will contain important information about the transactions. Investors,
shareholders and other interested persons are able to obtain free copies of the Extension Proxy Statement and will be able to obtain
free copies of the proxy statement/prospectus and other documents containing important information about REDLattice and Bold Eagle through
the website maintained by the SEC at www.sec.gov.
Forward-Looking
Statements
This
Current Report on Form 8-K and the exhibit hereto contain certain forward-looking statements that are based on REDLattice’s and
Bold Eagle’s management’s beliefs and assumptions and on information currently available to management with respect to Bold
Eagle and REDLattice and the business combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results
or strategies regarding REDLattice and statements regarding the anticipated benefits and timing of the completion of the business combination,
and REDLattice’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance
or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,”
“expect,” “anticipate,” “create,” “strategy,” “opportunity,” “provide,”
“expand,” “will,” “would,” “will be,” “will continue,” “will likely
result,” “will accelerate” and similar expressions. Forward-looking statements are predictions, projections and other
statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties, including: uncertainties as to the timing of the business combination; the risk that the business combination
may not be completed in a timely manner or at all; the risk that Bold Eagle may not obtain shareholder approval for the Extension; the
risk that the business combination may not be completed by prior to Bold Eagle’s business combination deadline; the number of redemption
requests made by Bold Eagle’s shareholders in connection with the business combination and Extension; the failure by the parties
to satisfy the conditions to the consummation of the business combination, including the approval of Bold Eagle’s shareholders;
the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations or definitive agreements
related to the business combination; changes to the proposed structure of the business combination that may be required or appropriate
as a result of applicable laws or regulations; changes in business, market, financial, political and regulatory conditions; the effect
of the announcement or pendency of the business combination on REDLattice’s business; the risk factors discussed in Bold Eagle’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, the Extension Proxy Statement,
the registration statement related to the business combination which is expected to be filed with the SEC, and the other documents filed,
or to be filed by REDLattice or Bold Eagle with the SEC from time to time. The actual results could differ materially from those expressed
in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated
by the forward-looking statements will transpire or occur. In addition, many factors could cause actual future events to differ materially
from the forward-looking statements in this Current Report on Form 8-K and the exhibit hereto. There may also be additional risks that
REDLattice and Bold Eagle do not presently know or that REDLattice and Bold Eagle currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date
they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and none of REDLattice, Bold Eagle,
or any of their respective representatives assumes any obligation and does not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. None of REDLattice or Bold Eagle, or any of their respective representatives
gives any assurance that these expectations will be achieved on the time periods expected or at all.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BOLD EAGLE ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Eli Baker |
| |
|
Name: |
Eli Baker |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: October 20, 2026 |
|
|
