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.
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 Class B ordinary shares
of the Company, par value $0.0001 per share (the “Class B Shares”), on a one-for-one basis, for no consideration,
into an aggregate of 5,159,999 Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Shares”),
pursuant to the terms of the Class B Shares and the Articles. The Class A Shares issued in connection with the Conversion are subject
to the same restrictions that applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions
and waiver of redemption rights, as described in the prospectus for the Company’s initial public offering.
Following the Conversion and
the Redemption Reversals, as of October 26, 2026, the Company had an aggregate of 15,562,974 Class A Shares issued and outstanding and
1 Class B Share issued and outstanding.
Additional Information About the Transaction and Where to Find It
As previously disclosed, on
September 25, 2026, the Company entered into a business combination agreement with REDL Intermediate Holdings, LLC (“REDLattice”).
In connection with the proposed business combination, the Company and REDLattice have prepared and confidentially submitted a registration
statement with the Securities and Exchange Commission (“SEC”), which includes a preliminary proxy statement
and preliminary prospectus of the Company with respect to the securities to be offered in the business combination. After the registration
statement is publicly filed, and ultimately declared effective, the Company 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 the Company’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. The Company and REDLattice may also file other documents
with the SEC regarding the business combination. The Company’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 the Company, REDLattice, and the business combination. The documents filed by
the Company and REDLattice with the SEC also may be obtained free of charge upon written request to the Company at Bold Eagle Acquisition
Corp., 955 Fifth Avenue, New York, NY 10075.
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. 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 the Company
and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of
proxies of the Company’s shareholders in connection with the business combination. Investors and security holders may obtain more
detailed information regarding the names and interests of the Company’s directors and officers in the Company’s filings with
the SEC, including the Company’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 the Company’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 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 will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about
REDLattice and the Company through the website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
This Current Report on Form
8-K contains certain forward-looking statements that are based on REDLattice’s and the Company’s management’s beliefs
and assumptions and on information currently available to management with respect to the Company 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 the business combination may not be completed by prior to Company’s business combination deadline; the
number of redemption requests made by Company’s shareholders in connection with the business combination; the failure by the parties
to satisfy the conditions to the consummation of the business combination, including the approval of Company’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 the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, the registration statement related
to the business combination which was confidentially submitted and is expected to be publicly filed with the SEC, and the other documents
filed, or to be filed by REDLattice or the Company 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. There may also be additional risks that REDLattice and the Company
do not presently know or that REDLattice and the Company 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, the Company, 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 the Company, or any of their respective representatives gives any
assurance that these expectations will be achieved on the time periods expected or at all.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 3.1 |
|
Amendment No. 1 to the Amended and Restated Memorandum and Articles of Association |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
| Date: October 26, 2026 |
By: |
/s/ Eli Baker |
| |
|
Name: |
Eli Baker |
| |
|
Title: |
Chief Executive Officer |
