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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):
January 20, 2026
INFINITE EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43055 |
|
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 twenty-fifth (1/25) of a Class A ordinary share |
|
IEAGU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 par value |
|
IEAG |
|
The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one twenty-fifth (1/25) of one Class A ordinary share |
|
IEAGR |
|
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 January 20, 2026, Infinite Eagle Acquisition
Corp. (the “Company”) consummated its initial public offering (“IPO”) of 30,000,000 units (the “Units”).
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one right to receive one twenty-fifth (1/25) of a Class A Ordinary Share upon the consummation of an initial business combination
(the “Eagle Share Rights”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of
$300,000,000. The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Over-Allotment
Option”).
On January 20, 2026, simultaneously with the consummation
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 350,000 Class A Ordinary Shares
(the “Private Placement Shares”) to Eagle Equity Partners VI, LLC at the initial public offering price of $10.00 per share,
generating gross proceeds to the Company of $3,500,000.
A total of $300,000,000, comprised of
$297,000,000 of the proceeds from the IPO (which amount includes $10,500,000 of the underwriters’ deferred discount) and
$3,000,000 of the proceeds of the sale of the Private Placement Shares, was placed in a U.S.-based trust account (the “Trust
Account”) at J.P. Morgan Chase Bank, N.A. maintained by Efficiency INC., acting as trustee.
On January 23, 2026, the Company closed the issuance and sale of 4,500,000 additional Units (the “Over-Allotment Option Units”)
in connection with the underwriters exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $45,000,000. Simultaneously with the closing of the sale of the Over-Allotment Option
Units, the Company completed the private sale of an additional 45,000 Private Placement Shares to the Sponsor at a price of $10.00 per
share, generating gross proceeds to the Company of $450,000. A total of $45,000,000, comprised of $44,550,000 of the proceeds from the closing of the Over-Allotment Option Units (which amount includes
$1,575,000 of the underwriters' deferred discount) and $450,000 of the proceeds of the sale of the Private Placement Shares, was placed
in the Trust Account. As of January 23, 2026, an aggregate of $345,000,000 has been deposited in the Trust Account in connection with
the IPO.
An audited balance sheet as of January 20, 2026
reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Balance Sheet as of January 20, 2026. |
| 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.
|
INFINITE EAGLE ACQUISITION CORP. |
| |
|
|
|
|
By: |
/s/ Eli Baker |
| |
|
Name: |
Eli Baker |
| |
|
Title: |
Chief Executive Officer |
| |
|
| Dated: January 26, 2026 |
|
|
|