Bold Eagle Announces Business Combination with REDLattice; $1.25B Base Equity

What Happened
Bold Eagle Acquisition Corp. (Bold Eagle) and REDL Intermediate Holdings, LLC (REDLattice) entered into a Business Combination Agreement dated September 25, 2026 (filed on Form 8‑K Sept. 28, 2026). The deal will (1) domesticate Bold Eagle from the Cayman Islands to Delaware (creating “PubCo”) and (2) merge Merger Sub into REDLattice, with REDLattice surviving as a wholly owned subsidiary of PubCo. Closing is subject to Bold Eagle shareholder approval, SEC effectiveness of a Form S‑4 / combined proxy, Stock Exchange listing approval, regulatory clearances and other customary closing conditions.

Key Details

• Transaction economics: Base Equity Value is $1,250,000,000 minus Closing indebtedness, plus aggregate exercise price of REDLattice options; Aggregate Merger Consideration (shares) = Equity Value / $10. Consideration ratio = Aggregate Merger Consideration ÷ fully-diluted REDLattice units.
• PIPE financing: subscription agreements for up to $275M in 4.00% convertible senior notes due 2031 and $60M of PIPE common stock (total potential PIPE = $335M). Convertible notes convert into PubCo shares (initially ~80 shares per $1,000 principal).
• Closing cash conditions: PubCo must have at least $100M aggregate common stock closing cash (including trust release); REDLattice conditions require the convertible-note portion of the PIPE to be expected at or above $250M. Outside Closing Date is nine months from the agreement date (subject to certain extensions).
• Sponsor economics & governance: Sponsor will have 2,035,000 “Sponsor Earn‑Out Shares” subject to vesting over a 5‑year period tied to PubCo trading price (767,500 shares vest at $12.50, 767,500 at $15.00, 500,000 at $17.50 for any 20 trading days within a 30-day window); Sponsor lock-up generally 180 days post‑closing. PubCo’s initial board will have nine directors with REDLattice designating six (including CEO) and Sponsor/parties nominating/approving the remainder.

Why It Matters
This is a SPAC business combination that would bring REDLattice (a cyber intelligence and government services business) public via Bold Eagle’s domestication and merger. The deal sets a $1.25B base valuation subject to adjustments for indebtedness and option proceeds and is financed by a substantial PIPE that includes convertible notes — instruments that can create future share dilution depending on conversion mechanics and stock price. Closing depends on several material conditions (shareholder vote, SEC S‑4 effectiveness, stock exchange listing, minimum cash thresholds and regulatory approvals), so investors should watch: (a) the S‑4/proxy and shareholder vote timing and redemptions, (b) PIPE closing and the split between notes vs. equity, (c) exchange listing approval, and (d) potential dilution from conversion of notes and option settlements. A press release, investor presentation and audited REDLattice financials were filed with the 8‑K.