Bold Eagle Acquisition Corp.
Bold Eagle Acquisition Corp.
09/12/2024 | Press release | Distributed by Public on 09/12/2024 22:19
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares(3) | (3) | 12/09/2024 | J(2) | 2,027,500 | (3) | (3) | Class A Ordinary Shares(3) | 2,027,500 | $ 0 (3) | 5,160,000(3) | D(1) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Eagle Equity Partners IV, LLC C/O BOLD EAGLE ACQUISITION CORP. 955 FIFTH AVENUE NEW YORK, NY 10075 |
X | X | Director by Deputization |
Signatures
| /s/ Daniel Nussen, Attorney-in-Fact for Eagle Equity Partners IV, LLC | 12/09/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Eagle Equity Partners IV, LLC is the record holder of the securities reported herein. Harry Sloan, Eli Baker and Jeff Sagansky are the managing members of Eagle Equity Partners IV, LLC. Each managing member has one vote, and the approval of a majority is required to approve an action. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based on the foregoing, no individual managing member of Eagle Equity Partners IV, LLC exercises voting or dispositive control over any of the securities held by the entity, even those in which he holds a pecuniary interest. Accordingly, each managing member will not be deemed to have or share beneficial ownership of the securities held by Eagle Equity Partners IV, LLC. |
| (2) | On December 9, 2024, Eagle Equity Partners IV, LLC forfeited at no cost 2,027,500 Class B Ordinary Shares of the Issuer in connection with the closing of the Issuer's initial public offering and the election by the underwriters of the Issuer's initial public offering of units to partially exercise an option granted to them to cover over-allotments. |
| (3) | As described in the Issuer's Registration Statement under the heading "Description of Securities - Founder Shares and Private Placement Shares", will automatically convert into Class A Ordinary Shares immediately prior to, concurrently with or immediately following the consummation of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and have no expiration date. |
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Remarks: Messrs. Sloan, Baker and Sagansky serve on the Board of Directors of the Issuer and Mr. Baker is also the Chief Executive Officer of the Issuer. Eagle Equity Partners IV, LLC may be deemed to be a director by deputization as a result of the service of Messrs. Sloan, Baker and Sagansky. |