BOLD EAGLE ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

Overview

We are a blank check company incorporated in 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and have not engaged in any substantive discussions with any potential targets.

We intend to use the cash from the proceeds of our initial public offering (IPO) and private placement, as well as debt financing and shares issued to the target company’s owners, to fund our initial business combination. However, the issuance of additional shares or debt could have significant dilutive or restrictive effects on our public shareholders.

Results of Operations

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks and preparing for the IPO. We expect to incur increased expenses as a public company and in pursuing a business combination.

For the three and six months ended June 30, 2025, we had net income of $2.5 million and $5.0 million, respectively, driven by interest income on the funds held in our trust account, offset by $0.2 million and $0.5 million in operating losses, respectively.

For the three and six months ended June 30, 2024, we had net losses of $6,412 and $1,497, respectively, due to general administrative expenses, offset by non-operating income from the cancellation of indebtedness.

As of June 30, 2025, we had $264.9 million held in the trust account and $131,948 in cash outside the trust account.

Liquidity and Capital Resources

Prior to the IPO, our liquidity needs were satisfied through a $25,000 capital contribution from our sponsor and up to $1 million in available loans. The IPO and private placement provided us with $258 million in net proceeds, which are held in the trust account.

We expect to use the funds in the trust account, minus any permitted withdrawals, to complete our initial business combination. We may need to raise additional financing, either through equity, debt or a combination, to fund the business combination if the cash required exceeds the amount in the trust account.

We estimate needing approximately $1.5 million for expenses related to identifying and evaluating potential targets, as well as $81,000 for Nasdaq fees and $300,000 for director and officer insurance. We will also pay $15,000 per month to an affiliate of our sponsor for office space and administrative services.

Commitments and Contractual Obligations

We do not have any long-term debt, capital leases, or other long-term liabilities. We entered into an administrative services agreement to pay $15,000 per month to an affiliate of our sponsor. We also have deferred underwriting commissions of $9.03 million payable upon completion of our initial business combination.

Critical Accounting Policies

The key critical accounting policy is the treatment of our Class A ordinary shares as temporary equity, subject to possible redemption. We recognize changes in the redemption value immediately and adjust the carrying value to equal the redemption value at the end of each reporting period.

In summary, we are a newly formed blank check company that has not yet completed a business combination. We have sufficient funds from our IPO and private placement to pursue a target, but may need additional financing depending on the size of the transaction. Our financial results to date have been limited to organizational activities and preparing for the IPO, with net income driven by interest earned on the trust account funds.