SecProbe.io

August 20, 2024
Eli Baker
Chief Executive Officer
Bold Eagle Acquisition Corp.
955 Fifth Avenue
New York, NY 10075
Re:Bold Eagle Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 23, 2024
CIK No. 0001852207
Dear Eli Baker:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your disclosure in the fifth and tenth paragraphs of the cover page. When
discussing the amount of compensation received, please include the repayment of loans.
When discussing the founder shares, please disclose the price paid for these securities and
the anti-dilution rights associated with the founder shares. Lastly, please revise the cross
reference to disclose the locations of related disclosure elsewhere in the prospectus,
including that provided in response to Item 1602(b)(6) and Item 1603(a)(6) of Regulation
S-K. See Item 1602(a)(3) of Regulation S-K.
2.In the tenth paragraph, where you discuss dilution to public shareholders resulting from
the issuance of founder shares at a nominal price, please revise to also state whether the
anti-dilution adjustment to the founder shares in connection with your initial business
combination may result in a material dilution of the purchasers' equity interests. See Item
1602(a)(3) of Regulation S-K.

August 20, 2024
Page 2
3.We note your disclosure in the twelfth  paragraph of the cover page regarding some of the
potential conflicts of interest that your sponsor, co-founders and members of management
may have. Please revise to state clearly that there may be actual or potential material
conflicts of interest between the sponsor, its affiliates, or promoters on one hand, and
purchasers in the offering on the other.
Our Sponsor, page 6
4.Please revise the table disclosing compensation to also include the repayment of loans
from the sponsor for offering related and organizational expenses, the anti-dilution
adjustment of the founder shares, and repayment of out-of-pocket expenses. Also describe
the extent to which the anti-dilution adjustment may result in a material dilution of the
purchasers’ equity interests. See Item 1602(b)(6) of Regulation S-K.
Proceeds to be held in trust account, page 13
5.We note the disclosure in this section and elsewhere that the proceeds in the trust account
will not be released until "(i)the completion of our initial business combination or an
earlier redemption in connection with the commencement of the procedures to
consummate the initial business combination if we determine it is desirable to facilitate
the completion of the initial business combination." However, Nasdaq Rule IM-5101-2(a)
states that "[a]t least 90% of the gross proceeds from the initial public offering . . . must
be deposited in a trust account maintained by an independent trustee . . . ." It is unclear
how the release of funds earlier than the consummation of the initial business combination
would comport with this listing standard. Please revise for consistency with the Nasdaq
Listing Rules.
Ability to extend time to complete business combination, page 14
6.Please disclose whether security holders will have voting or redemption rights with
respect to an extension from 24 to 30 months. Please also disclose whether there are any
limitations on extensions, including the number of times you may seek to extend. Also
disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
Permitted purchases of public shares by our affiliates, page 16
7.We note the disclosure in this section that in the event your sponsor, initial shareholders,
directors, officers, advisors or their affiliates were to purchase shares from public
shareholders that  your registration statement/proxy statement filed for your business
combination transaction would include a representation that any of your securities
purchased by your sponsor, initial shareholders, directors, officers, advisors or their
affiliates would not be voted in favor of approving the business combination transaction.
Please reconcile with the disclosure on page 11 regarding the letter agreement entered into
with the sponsor, officers and directors, whereby they agreed to vote any founder shares
and private placement shares held by them and any public shares purchased during or
after this offering (including in open market and privately-negotiated transactions) in
favor of our initial business combination.

August 20, 2024
Page 3
Redemption rights for public shareholders upon completion of our initial business combination,
page 18
8.We note that the calculation of the redemption rights is based upon the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust
account, net of amounts released or eligible to be released to fund working capital
requirements. However, Nasdaq Rule IM-5101-2(d) states that "Public Shareholders
voting against a business combination must have the right to convert their shares of
common stock into a pro rata share of the aggregate amount then in the deposit account
(net of taxes payable and amounts distributed to management for working capital
purposes) if the business combination is approved and consummated" (emphasis added).
Please advise how your calculation of redemption rights upon completion of your initial
business combination is consistent with Nasdaq Rule IM-5101-2(d) or revise consistent
with the rule.
Redemption of public shares and distribution and liquidation if no initial business combination,
page 22
9.We note the disclosure that redemptions of public shares if you are unable to complete
your initial business combination within the completion window will be calculated based
upon the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account (net of amounts released or eligible to be released to
you to fund our working capital requirements (subject to an aggregate limit of
$3,000,000), taxes paid or payable and up to $100,000 of interest to pay dissolution
expenses), Given the anticipated liquidation of the company, it would not appear the
company would need additional capital for working capital purposes. Please clarify the
reason for excluding this amount from redemptions and provide clear disclosure of how
such funds would be distributed; in this regard we note the disclosure in this section that
the redemption would completely extinguish the public shareholders rights as
shareholders.
The Offering
Conflicts of Interest, page 24
Please revise disclosure in this section to address the following:
•In the first paragraph, please explain why you do not believe that fiduciary duties or
contractual obligations, or the involvement of the sponsor, officers or directors with
other SPACs would materially affect your ability to complete a business combination.
•In the second paragraph, please clarify the conflict that relates to the "different
timelines" of completing your business combination given the personal and financial
interests of your directors and executive officers.
•Where you discuss conflicts of the sponsor, officers or directors from owning
securities in the company, please disclose the price paid, including the nominal price
paid for the founders' shares and the conflicts of interest in determining whether to
pursue a de-SPAC transaction, and in negotiating or accepting the terms of the
transaction.
Add disclosure of the conflicts of interest relating to items listed under "Payments to
insiders" such as compensation, repayment of loans and reimbursement of expenses •10.

August 20, 2024
Page 4
that will be paid to officers and directors affiliated with the sponsor upon completion
of a de-SPAC transaction.
•Clarify the conflicts associated with entering into a business combination with an
affiliate of your sponsor, officers or directors, as referenced on page 5. Please refer to
Item 1602(b)(7) of Regulation S-K

Risk Factors
If we are deemed to be an investment company under the Investment Company Act..., page 38
11.We note your disclosures suggesting that in order to avoid having your anticipated
activities not subject you to the Investment Company Act, you will hold the proceeds of
the trust account only in U.S. government treasury obligations or money market funds
meeting conditions under Rule 2a-7. For example, we note disclosure stating that you
believe you will not be subject to the Act, and that "to this end" you will hold the trust
assets in government securities. You also state that "by restricting the investment of the
proceeds to these instruments" you intend to avoid being deemed an investment company.
While we recognize that you also state that you may mitigate this risk by instructing the
trustee to hold the funds in the trust account in cash, please revise these disclosures to
clarify that even if the assets in your trust account are U.S. Government securities or
shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, you could nevertheless, and at any time, be
considered to be operating as an unregistered investment company.  Please revise your
disclosure to make this clear. In addition, please confirm that if your facts and
circumstances change over time, you will update your disclosure to reflect how those
changes impact the risk that you may be considered to be operating as an unregistered
investment company.
A 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions..., page 63
12.We note your disclosure on page 64 that you may withdraw interest for permitted
withdrawals, including the payment of taxes. We also note disclosure regarding the risk
that a U.S. federal excise tax could be imposed on you if your business combination
involves a company organized in the United States. Please clarify whether you may
withdraw interest for the payment of the U.S. federal excise tax if it were imposed.
Dilution, page 71
13.Outside of the table, please describe each material potential source of future dilution
following the registered offering by the special purpose acquisition company, including
sources not included in the table with respect to the determination of net tangible book
value per share, as adjusted, as required by Item 1602(c) of Regulation S-K.
Proposed Business, page 79
14.Please revise the disclosure on page 79 regarding your management team to clearly
disclose for each prior SPAC any extensions and redemption levels in connection with
any extension and/or business combination. For those SPACs that have completed a de-
SPAC transaction, disclose the current trading prices. See Item 1603(a)(3) of Regulation
S-K.

August 20, 2024
Page 5
15.We note your disclosure on page 81 that the table sets forth the payments to be received
by your sponsor and its affiliates from you prior to or in connection with completion of
the business combination and the securities issued or to be issued by you to your sponsor
and its affiliates. Please expand the tables to address the nature and amount of all
compensation received or to be received by each of the sponsor, and each of its affiliates
and promoters, including loan repayments (including the $1 million in loan repayments
referenced on page 23), the anti-dilution adjustment of the founder shares, and the
repayment or reimbursement of out-of-pocket expenses or any other amounts. Please refer
to Item 1603(a)(6) of Regulation S-K. Please also specifically disclose the extent to which
this compensation and the issuance of securities to your sponsor, its affiliates and
promoters may result in a material dilution of the purchasers' equity interests.
16.Please revise the table on page 82 to disclose the lock-up agreement with the underwriter.
See Item 1603(a)(9) of Regulation S-K.
17.Please revise the disclosure on page 82 to address the possibility of indirect transfers of
your securities through the transfer of sponsor interests by sponsor members or other
affiliates, including the founder shares to be transferred to the independent directors. See
Item 1603(a)(6) of Regulation S-K.
Executive Officer and Director Compensation, page 108
18.Please revise to discuss the membership interests in the sponsor that your independent
directors will receive for their services as a director. See Item 402(r)(3) of Regulation S-K
Conflicts of Interest, page 111
19.Please revise to provide all of the disclosure regarding actual or potential conflicts of
interest, including without limitation those identified in our comment above regarding
your disclosure on page 24 , that may arise in determining whether to proceed with a de-
SPAC transaction, and any material conflict of interest arising from the manner in which
you compensate the sponsor, officer or directors, or the manner in which your sponsor
compensates it officer directors. Your disclosure should include conflicts between your
sponsor or its affiliates, or your officers, directors or promoters on one hand, and your
unaffiliated security holders on the other. Please see Item 1603(b) of Regulation S-K.
            Please contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel Nussen, Esq.