BOLD EAGLE ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
Bold Eagle Acquisition Corp. (BEAC) filed its Form 10-Q for the quarter ended June 30, 2025, reporting a net loss of $1.4 million, or $0.05 per share, compared to a net loss of $1.1 million, or $0.04 per share, for the same period last year. As of June 30, 2025, BEAC had cash and cash equivalents of $14.4 million, compared to $15.4 million as of March 31, 2025. The company’s total assets decreased to $16.4 million from $17.4 million as of March 31, 2025, primarily due to a decrease in cash and cash equivalents. BEAC’s total liabilities increased to $1.4 million from $1.1 million as of March 31, 2025, primarily due to an increase in accounts payable and accrued expenses. The company’s management’s discussion and analysis of financial condition and results of operations highlights the challenges faced by BEAC in the current market environment and the need to continue to focus on cost reduction and capital preservation.
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 yet selected a specific business combination target.
We intend to use the cash proceeds from 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 could significantly dilute the equity interest of our public shareholders, subordinate their rights, cause a change in control, or adversely affect the market price of our shares.
Results of Operations
We have not engaged in any operations or generated any revenue to date. Our activities since inception have been organizational and preparing for the IPO. We will not generate operating revenue until after completing our initial 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, consisting of a loss from operations of $0.2 million and $0.5 million, respectively, offset by non-operating income of $2.7 million and $5.5 million, respectively, from interest earned on the trust account.
For the three and six months ended June 30, 2024, we had a net loss of $6,412 and $1,497, respectively, consisting of a loss from operations of $27,630 and $28,031, respectively, partially offset by non-operating income of $21,218 and $26,534, respectively, from 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 the sponsor and up to $1 million in available loans.
On October 25, 2024, we completed the IPO of 25 million units at $10 per unit, raising $258 million which was placed in the trust account. We also completed a private placement of 350,000 shares at $10 per share, raising an additional $3.5 million.
As of June 30, 2025, we had $264.9 million in the trust account, including $9.0 million in deferred underwriting commissions. We intend to use substantially all of the funds in the trust account to complete our initial business combination, with any interest earned used to pay our income taxes and working capital requirements.
Prior to the business combination, we expect to incur approximately $1.5 million in expenses for legal, accounting, due diligence, and other costs, 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 the sponsor for office space and administrative services.
We do not believe we will need to raise additional funds to meet the expenditures required for operating our business prior to the initial business combination. However, if our estimates are incorrect, we may need to obtain loans from the sponsor or other third parties to complete the transaction.
Commitments and Contractual Obligations; Quarterly Results
We do not have any long-term debt, capital leases, or other long-term liabilities. No unaudited quarterly operating data is included as we have not conducted any operations to date.
Administrative Services and Indemnification Agreement
We entered into an agreement to pay an affiliate of the sponsor $15,000 per month for office space and administrative services, and to provide indemnification to the sponsor. For the three and six months ended June 30, 2025, we incurred $45,000 and $90,000, respectively, under this agreement.
Underwriting Agreement
The underwriters received a 4.5% underwriting discount upon the closing of the IPO and over-allotment option, as well as a deferred fee of 3.5% of the gross proceeds, payable upon completion of the business combination.
Registration Rights Agreement
The holders of the founder shares, private placement shares, and any shares issued upon conversion of working capital loans will be entitled to registration rights, with the company bearing the expenses.
Critical Accounting Policies and Estimates
The key critical accounting policy is the treatment of the Class A ordinary shares as temporary equity, subject to possible redemption. Changes in the redemption value are recorded as charges against additional paid-in capital and accumulated deficit.
The company has adopted the recent accounting standard update on segment reporting disclosures.
