Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s
Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Units, Class A ordinary shares and Eagle Share
Rights are traded on Nasdaq under the symbols “BEAGU,” “BEAG” and “BEAGR,” respectively.
Holders
As of March 27, 2025, there was one holder of record of our
Units, two holders of record of our Class A ordinary shares, one holder of record of our Eagle Share Rights and one holder of record for
our Class B ordinary shares. The number of holders of record does not include a substantially greater number of “street name”
holders or beneficial holders whose Units, Class A ordinary shares and Eagle Share Rights are held of record by banks, brokers and other
financial institutions.
Dividends
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination even if we have substantial
assets outside the Trust Account. Our amended and restated memorandum and articles of association will provide that, prior to the completion
of our initial business combination, no dividends or other distributions will be payable on our Class A ordinary shares from assets held
outside the Trust Account, and no additional sums will be deposited into the Trust Account following the completion of the Initial Public
Offering, unless approved by the written consent of the holders of not less than two-thirds of our Class B ordinary shares. The payment
of cash dividends following the completion of our initial business combination will be within the discretion of our board of directors
at such time and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition at such
time. There is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following completion
of our initial business combination may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings
On March 23, 2021, our Sponsor purchased an aggregate
of 57,500,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.0004 per share. On June 25, 2024,
our Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in our Sponsor holding an aggregate of 7,187,500 Founder
Shares. On December 9, 2024, in connection with the partial exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder
Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.
On October 25, 2024, we consummated our Initial
Public Offering of 25,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $250,000,000.
UBS Securities LLC and Jefferies LLC acted as book-running managers. The securities sold in the offering were registered under the Securities
Act on a registration statement on Form S-1 (No. 333-282268). The SEC declared the registration statement effective on October 23, 2024.
Simultaneously with the consummation of the Initial
Public Offering, we consummated the private placement of 350,000 Private Placement Shares to the Sponsor at a purchase price of $10.00
per Private Placement Share, generating gross proceeds of $3,500,000. Such securities were issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
On December 9, 2024, in connection with the partial
exercise of the Over-Allotment Option, the Company closed the issuance and sale of 800,000 Over-Allotment Option Units. The Over-Allotment
Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $8,000,000. Simultaneously with the
closing of the sale of the Over-Allotment Option Units, the Company completed the private sale of an additional 8,000 Private Placement
Shares to the Sponsor at a price of $10.00 per share, generating gross proceeds to the Company of $80,000.
Of the gross proceeds received from the Initial
Public Offering, including the Over-Allotment Option Units and the private placements of Private Placement Shares, $258,000,000 was placed
in the Trust Account.
Transaction costs of the Initial Public Offering amounted to $12,283,324,
consisting of $2,580,000 of net upfront underwriting discounts ($3,870,000 of upfront underwriting discounts less $1,290,000 reimbursement
from the underwriters), $9,030,000 of deferred underwriting fees and $673,324 of other offering costs.
Item 6. [Reserved]
53
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.