Material Agreement, Proxy Results, Private Placement, Corporate Action (Form 8-K)

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:

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.