Bold Eagle Acquisition Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR For the transition period from to Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant wasnot a public company at June 30, 2024, the last business day of the most recently completed second fiscal quarter,and therefore it cannot calculate the aggregate market value of its voting and non-voting shareholders’ equity held by non-affiliates atsuch date. The registrant’s units begin trading on The Nasdaq Global Market (“Nasdaq”) on October 24, 2024 and the registrant’sClass A ordinary shares and Eagle Share Rights began trading on Nasdaq on December 12, 2024. As of March 27, 2025, there were26,158,000Class A ordinary shares, par value $0.0001, issued and outstanding, and5,160,000ClassB ordinary shares, $0.0001 par value, issued and outstanding. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiPART I1Item 1.Business.1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments52Item 2.Properties52Item 3.Legal Proceedings52Item 4.Safety Disclosures52PART II53Item 5.Market for Registrant’s Shareholders’ Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities53Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A.Quantitative and Qualitative Disclosures about Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A.Controls and Procedures60Item 9B.Other Information61Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61PART III62Item 10.Directors, Executive Officers and Corporate Governance.62Item 11.Executive Compensation.71Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters72Item 13.Certain Relationships and Related Transactions, and Director Independence73Item 14.Principal Accounting Fees and Services74PART IV75Item 15.Exhibits, Financial Statement Schedules.75INDEX TO FINANCIAL STATEMENTSF-1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (this “Form 10-K”) may constitute “forward-looking statements” for purposesof the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or ourmanagement team’s expectations, hopes, beliefs, intentio