Bold Eagle Acquisition Corp.(BEAGU) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Interim Financial Statements Bold Eagle Acquisition Corp.'s interim financial statements present its financial position, operational results, and cash flows for the periods ended June 30, 2025, and 2024, reflecting significant net income from Trust Account interest Balance Sheets The balance sheets detail the company's financial position, showing changes in assets, liabilities, and shareholders' deficit between December 31, 2024, and June 30, 2025 - Total assets increased by $4.86 million from December 31, 2024, to June 30, 2025, primarily due to an increase in investments held in the Trust Account[10] - Current liabilities decreased by $139,928, mainly driven by a reduction in insurance loan payable[10] - Shareholders' Deficit increased from $(7,864,873) to $(8,319,010) during the period[10] Balance Sheet Overview (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------- | :---------------- | :----- | | Cash | $131,948 | $183,491 | -$51,543 | | Investments in Trust Account | $264,991,449 | $260,033,862 | +$4,957,587 | | Total Assets | $265,820,211 | $260,956,689 | +$4,863,522 | | Total Current Liabilities | $174,797 | $314,725 | -$139,928 | | Total Liabilities | $9,747,772 | $9,887,700 | -$139,928 | | Class A shares subject to redemption | $264,391,449 | $258,933,862 | +$5,457,587 | | Total Shareholders' Deficit | $(8,319,010) | $(7,864,873) | -$454,137 | Unaudited Statements of Operations These statements present the company's revenues, expenses, and net income or loss for the three and six months ended June 30, 2025, and 2024 - The company reported a net income of $2,548,592 for the three months ended June 30, 2025, compared to a net loss of $6,412 for the same period in 2024[12] - For the six months ended June 30, 2025, net income was $5,003,449, a significant improvement from a net loss of $1,497 in the prior year, primarily due to $5,457,587 in interest earned on investments held in the Trust Account[12] - General and administrative expenses increased substantially from $27,630 to $186,011 for the three months and from $28,031 to $454,138 for the six months ended June 30, 2025, compared to 2024[12] Statements of Operations (Three Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------ | :-------------- | :-------------- | :----- | | General and administrative expenses | $186,011 | $27,630 | +$158,381 | | Loss from operations | $(186,011) | $(27,630) | -$158,381 | | Interest earned on Trust Account | $2,734,603 | $- | +$2,734,603 | | Net income (loss) | $2,548,592 | $(6,412) | +$2,555,004 | | Basic & Diluted EPS (Class A redeemable) | $0.08 | $- | +$0.08 | | Basic & Diluted EPS (Class A & B non-redeemable) | $0.08 | $0.00 | +$0.08 | Statements of Operations (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------ | :-------------- | :-------------- | :----- | | General and administrative expenses | $454,138 | $28,031 | +$426,107 | | Loss from operations | $(454,138) | $(28,031) | -$426,107 | | Interest earned on Trust Account | $5,457,587 | $- | +$5,457,587 | | Net income (loss) | $5,003,449 | $(1,497) | +$5,004,946 | | Basic & Diluted EPS (Class A redeemable) | $0.16 | $- | +$0.16 | | Basic & Diluted EPS (Class A & B non-redeemable) | $0.16 | $0.00 | +$0.16 | Unaudited Statements of Changes in Shareholders' Deficit This statement outlines the changes in the company's shareholders' deficit, including accumulated deficit and share adjustments, for the periods presented - The accumulated deficit increased from $(7,865,425) at December 31, 2024, to $(8,319,562) at June 30, 2025[16] - This increase was influenced by accretion for Class A ordinary shares to redemption amount, partially offset by net income[16] - For the six months ended June 30, 2024, the accumulated deficit increased from $(59,715) to $(61,212)[18] Unaudited Statements of Cash Flows These statements detail the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 - Net cash used in operating activities for the six months ended June 30, 2025, was $(410,465), primarily due to the adjustment for interest income on Trust Account investments[21] - The company provided $500,000 in cash from investing activities by withdrawing funds from the Trust Account for working capital[21] - Cash at the end of the period decreased to $131,948 from $183,491 at the beginning of the period[21] Notes to Financial Statements The notes provide detailed explanations of the company's accounting policies, significant transactions, and other disclosures supporting the financial statements - The notes provide detailed explanations for the figures presented in the primary financial statements, including accounting policies, IPO and private placement details, related party transactions, and commitments[23] Note 1 - Organization and Plan of Business Operations This note describes Bold Eagle Acquisition Corp.'s formation as a blank check company, its IPO, Trust Account details, and business combination timeline - Bold Eagle Acquisition Corp. is a blank check company incorporated on February 22, 2021, for the purpose of effecting a Business Combination[24] - The company consummated its Initial Public Offering (IPO) of 25,000,000 units on October 25, 2024, at $10.00 per unit, generating $250,000,000. An additional 800,000 units were sold on December 9, 2024, from a partial exercise of the Over-Allotment Option[27] - $258,000,000 from the IPO and Private Placement proceeds were placed in a Trust Account, invested in money market funds meeting Rule 2a-7 conditions[30] - The company must complete a Business Combination within 24 months from the IPO closing (Completion Window). If not, it will redeem 100% of outstanding Public Shares[35] - As of June 30, 2025, the company had $131,948 in cash and a working capital surplus of $162,193. It can withdraw up to $1,000,000 annually from Trust Account interest for working capital[38] Note 2 - Summary of Significant Accounting Policies This note outlines the key accounting principles and policies applied in preparing the financial statements, including fair value measurements and share classification - The financial statements are prepared in accordance with GAAP for interim financial information and SEC rules for interim reporting[39] - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards, which may affect comparability with other public companies[41][42] - Investments held in the Trust Account ($264,991,449 as of June 30, 2025) are in a money market fund and classified as trading securities at fair value (Level 1 inputs)[48][87] - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period in accordance with ASC 480-10-S99-3A[56] - The company adopted ASU 2023-07 'Segment Reporting' for the year ended December 31, 2024, requiring additional disclosures but no material impact on financial statements[64] Note 3 - Initial Public Offering This note details the company's Initial Public Offering, including the number of units sold and proceeds generated - The company sold 25,800,000 Units at $10.00 per Unit, including 800,000 Units from the partial exercise by the underwriters of the Over-Allotment Option[65] Note 4 - Private Placement This note describes the private placement of shares to the Sponsor and the associated proceeds added to the Trust Account - The Sponsor purchased 350,000 Private Placement Shares for $3,500,000 and an additional 8,000 shares for $80,000, with proceeds added to the Trust Account[66] Note 5 - Related Party Transactions This note discloses transactions and agreements with related parties, including the Sponsor's shareholdings, promissory notes, and administrative service fees - The Sponsor holds 5,160,000 Founder Shares after forfeiting 2,027,500 shares due to the partial exercise of the Over-Allotment Option[67] - A promissory note to the Sponsor for $542,975 was outstanding as of June 30, 2025, which is non-interest bearing and payable upon Business Combination or liquidation[69] - The company pays an affiliate of the Sponsor $15,000 per month for administrative services, incurring $45,000 and $90,000 for the three and six months ended June 30, 2025, respectively[71] Note 6 - Commitments and Contingencies This note outlines the company's contractual commitments, potential liabilities, and risks, including registration rights and deferred underwriting fees - Holders of Founder Shares, Private Placement Shares, and shares that may be issued upon conversion of Working Capital Loans are entitled to registration rights[74] - The company faces risks and uncertainties from geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) which could adversely affect its search for a Business Combination[75][76] - Underwriters are entitled to a deferred fee of $9,030,000, payable from the Trust Account solely upon completion of a Business Combination[78] Note 7 - Shareholders' Deficit This note details the components of shareholders' deficit, including authorized and outstanding share classes and the terms of Eagle Share Rights - The company is authorized to issue 1,000,000 preference shares, but none are issued or outstanding as of June 30, 2025, and December 31, 2024[80] - As of June 30, 2025, there were 358,000 Class A ordinary shares (Private Placement Shares) and 5,160,000 Class B ordinary shares (Founder Shares) issued and outstanding[81][82] - Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis upon completion of a Business Combination, subject to adjustment[84] - Eagle Share Rights entitle holders to 1/20 of one Class A ordinary share upon consummation of a Business Combination; they will expire worthless if no Business Combination is completed[85] Note 8 - Trust Account and Fair Value Measurements This note provides information on the Trust Account balance, its investments, and the fair value measurement methodologies used for financial instruments - The Trust Account held $264,991,449 as of June 30, 2025, invested in a money market fund that invests in U.S. government securities[86] - Fair value measurements for investments in the Trust Account are determined using Level 1 inputs (quoted prices in active markets for identical assets)[87] - The fair value of Eagle Share Rights was determined using a discounted cash flow analysis with a 60% probability of initial business combination and a 2.0-year expected term[91] Note 9 - Operating Segments This note identifies the Chief Operating Decision Maker and confirms the company operates as a single reportable segment - The Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM), and the company has only one reportable segment[94] - The CODM reviews key metrics such as Trust Account balance, cash, general and administrative expenses, and interest earned on the Trust Account to assess performance and allocate resources[95] Note 10 - Subsequent Events This note confirms that no subsequent events requiring financial statement adjustments or disclosures occurred up to the issuance date - No subsequent events requiring adjustments or disclosures were identified up to the date the financial statements were issued[98] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and operational results, highlighting its blank check nature, net income from Trust Account interest, liquidity strategy, and business combination risks Special Note Regarding Forward-Looking Statements This note advises that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - The report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from expectations[100] - Readers are advised to refer to the Risk Factors section of the Company's final IPO prospectus for important factors that could cause actual results to differ[100] Overview This overview describes the company's purpose as a blank check entity, its funding sources for a Business Combination, and potential equity dilution risks - The company is a blank check company formed on February 22, 2021, for the purpose of effecting a Business Combination, and has not yet selected a specific target[101] - Potential funding sources for a Business Combination include cash from IPO and Private Placement, proceeds from share sales, debt, or other securities issuances[102] - Issuance of additional shares in connection with a Business Combination may significantly dilute the equity interest of public shareholders and could cause a change in control[103] - Incurring significant debt could result in default, acceleration of obligations, and limitations on the company's financial flexibility[110] Results of Operations This section details the company's operational activities, reporting net income primarily derived from interest earned on the Trust Account - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational efforts, the IPO, and searching for a Business Combination[106] - Net income for the three and six months ended June 30, 2025, was $2,548,592 and $5,003,449, respectively, primarily from interest earned on the Trust Account[107] - As of June 30, 2025, $264,991,449 was held in the Trust Account, with $131,948 in cash held outside the Trust Account[109] Liquidity and Capital Resources This section discusses the company's liquidity sources, including IPO proceeds and Trust Account interest, and its capital requirements for business combination activities - Liquidity needs are satisfied through net proceeds from the IPO and Private Placement held outside the Trust Account, and permitted withdrawals of interest earned on Trust Account funds (up to $1,000,000 annually for working capital)[114] - Funds held outside the Trust Account are primarily used to identify and evaluate target businesses, perform due diligence, and cover transaction costs[115] - Estimated primary liquidity requirements include approximately $1,509,000 for legal, accounting, due diligence, and travel, $81,000 for Nasdaq fees, and $300,000 for director and officer liability insurance premiums[117] - The company may need to obtain additional financing to complete its initial Business Combination if the cash portion of the purchase price exceeds available funds or if a significant number of public shares are redeemed[119] Commitments and Contractual Obligations; Quarterly Results This section confirms the absence of long-term debt or lease obligations and notes that no quarterly operating data is presented due to the company's operational status - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[120] - No unaudited quarterly operating data is included in this report as the company has not conducted any operations to date[120] Administrative Services and Indemnification Agreement This section details the monthly administrative service fees paid to an affiliate of the Sponsor for office space and support - The company pays an affiliate of the Sponsor $15,000 per month for office space and administrative services[121] - Expenses incurred under this agreement were $45,000 for the three months and $90,000 for the six months ended June 30, 2025[121] Underwriting Agreement This section outlines the deferred underwriting fees payable upon a Business Combination and reimbursements received from underwriters - Underwriters are entitled to a deferred fee of $9,030,000, payable from the Trust Account solely upon completion of a Business Combination[123] - The company received $1,290,000 and $40,000 in reimbursements from underwriters for IPO and Over-Allotment Option expenses, respectively[124] Registration Rights Agreement This section describes the registration rights granted to holders of Founder Shares, Private Placement Shares, and Working Capital Loan shares - Holders of Founder Shares, Private Placement Shares, and shares that may be issued upon conversion of Working Capital Loans are entitled to registration rights, with the company bearing the associated expenses[125] Critical Accounting Policies and Estimates This section highlights key accounting policies, including the classification of redeemable Class A ordinary shares and the adoption of new segment reporting standards - A critical accounting policy involves the classification and measurement of Class A ordinary shares subject to redemption as temporary equity, adjusted to redemption value each reporting period[127][128] - The company adopted ASU 2023-07 on Segment Reporting, which enhances disclosure requirements for significant segment expenses[129] Item 3. Quantitative and Qualitative Disclosures about Market Risk The company has determined that quantitative and qualitative disclosures regarding market risk are not applicable for this reporting period - The company has determined that quantitative and qualitative disclosures about market risk are not applicable[131] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, acknowledging inherent limitations and the absence of an internal controls report due to transition period rules - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[132] - Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance and are subject to inherent limitations[133] - A management's assessment and independent auditor's attestation report on internal control over financial reporting are not included due to a transition period established by SEC rules for newly public companies[134] - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[135] PART II. - OTHER INFORMATION Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings, nor is it aware of any threatened against its officers or directors - The company is not currently subject to any material legal proceedings, nor is any material legal proceeding threatened against it or its officers or directors[137] Item 1A. Risk Factors The company refers to prior filings for a comprehensive discussion of risk factors, noting no material changes as of the current report date - Factors that could cause actual results to differ materially are described in the Annual Report on Form 10-K filed March 28, 2025, and the Quarterly Report on Form 10-Q filed May 15, 2025[138] - As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed[139] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - There were no unregistered sales of equity securities and no use of proceeds to report[140] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities to report[141] Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the company[142] Item 5. Other Information No other information is required to be reported under this item - No other information is required to be reported under this item[143] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including executive officer certifications and XBRL documents - The report includes certifications of the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[144] - Inline XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Labels, and Presentation Linkbase Documents are filed as exhibits[144] SIGNATURES Signatures Details This section contains the required signatures of the company's authorized officers, certifying the filing of the report - The report is signed by Eli Baker, Chief Executive Officer (Principal Executive Officer), and Ryan O'Connor, Chief Financial Officer (Principal Financial and Accounting Officer), on August 14, 2025[148]