What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-23 compared with 2025-03-28 · 56 added, 57 removed, 1 unchanged (99% of the section changed)

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.

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.

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.

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

There is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination.

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

Recent Sales of Unregistered Securities;

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

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.

Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Units, Class A ordinary shares and Eagle Share Rights are traded on Nasdaq under the symbols “BEAGU,” “BEAG”

and “BEAGR,” respectively.

of March 23, 2026, 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.

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.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

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

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.

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.

The securities

sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

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.

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.

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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity