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 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.
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
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