BEAG 10-K & 10-Q changes, risk factors and insider trading

Our initial shareholders own 17.62% of our issued and outstanding ordinary shares as of the date of this Form 10-K .10-K. Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, including the Founder Shares. As a result, in addition to our initial shareholders’ Founder Shares and Private Placement Shares, we would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination in order to have an initial business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, including the Founder Shares. As a result, in addition to our initial shareholders’ Founder Shares and Private Placement Shares, we would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination in order to have an initial business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering.Offering, and, after our Initial Public Offering, identifying a target company for a business combination. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest income on cash and cash equivalents after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period year ended December 31, 2025, we had a net income of $9,764,567, a loss from operations of $1,037,395, comprised of general and administrative expenses of $1,037,395, and non-operating income of $10,801,962, comprised primarily of interest earned in the Trust Account of $10,801,962. For the periodyear ended December 31, 2024, we had a net income of $2,043,928, a a loss from operations of $253,368, comprised of general and administrative expenses of $253,368, and non-operating income of of $2,297,296, comprised primarily of a gain on change in fair value of Over-Allotment Option Liability (as defined in Note 2 in the Notes to Financial Statements below) of $236,900, of cancellation of indebtedness of $26,534 and interest earned in the Trust Account of $2,033,862. For the year ended December 31, 2023, we had a net income of $428,320, a loss from operations of $1,075, comprised of general and administrative expenses of $1,075, and non-operating income of $429,395, comprised of cancellation of indebtedness of $429,395.

Through December 31, 20242025 our efforts have been limited to organizational activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities in connection with the initial business combination.candidates. As of December 31, 2024,2025, $260,033,862$269,835,824 was held in the Trust Account (including $9,030,000 of deferred underwriting commissions). We had cash outside of the Trust Account of $183,491$192,592 and $100,734 $188,708 in accounts payable and accrued expenses.

We expect our primary liquidity requirements during that periodthe tocompletion window include approximately $1,509,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations, and approximately $81,000 for Nasdaq and approximately $300,000 for director and officer liability insurance premiums. We will also pay an affiliate of the Sponsor for office space and administrative services provided to members of our management team in an amount equal to $15,000 per month.

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.Act We will be requiredand to comply with the internal control requirements of the Sarbanes-Oxley Act beginning with this Annual Report for the fiscal year ending ended December 31, 2025. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

On March 12, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. On June 26, 2024, the Company and the Sponsor amended and restated such promissory note (the “Amended and Restated Formation and Regulatory Expenses Promissory Note”), increasing the amount that the Company may borrow thereunder to $600,000. The Amended and Restated Formation and Regulatory Expenses Promissory Note is non-interest bearing and payable on the earlier of the completion of the business combination or the Company’s liquidation. As of December 31, 2025 and 2024, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory Promissory Note.

The Company entered into an agreement (the “Administrative Services and Indemnification Agreement”) commencing October 23, 2024 through the earlier of the Company’s consummation of a business combination and its liquidation to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the periodyears from October 25, 2024 toended December 31, 2025 and 2024, respectively, the Company incurred $180,000 and $30,000 in administrative services expenses under the Administrative Services and Indemnification Agreement. As of December 31, 2025 and 2024, respectively, $13,413 and $30,000, are include in accounts payable and accrued expenses in the accompanying balance sheets.

As of December 31, 2024,2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. liabilities]. No unaudited quarterly operating data is included in this Form 10-K as we have not conducted any operations to date.

On October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. As of December 31, 2025 and 2024, the Company incurred $180,000 $30,000and $30,000, respectively, in amounts due under the Administrative Services and Indemnification Agreement.

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. For the fiscal year ending December 31, 2025 there were no critical accounting estimates. We have identified the following critical accounting policies:

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward- looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s finalAnnual prospectus forReport theon InitialForm Public Offering10-K filed with the SEC.SEC on March 23, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated on February 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Businessbusiness Combinationcombination with one or more businesses.businesses, Wewhich havewe notrefer selectedto anyas specificour initial “Business Combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any Business Combination target with respect to an initial Business Combination with us.”.

We intend to effectuate our initial Business Combination using cash from the proceeds of theour initial public offering (“Initial Public Offering”) and thesimultaneous Privateprivate Placement of the Private Placement Shares, placement, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

As indicated in the accompanying financial statements, at MarchJune 31,30, 2026, we had an unrestricted cash balance of $521,352$311,166 as well as $274,112,743 of investments held in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust AccountCompany, ofacting as $271,707,742.trustee. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering.Offering and activities related to our search for an initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three and six months ended MarchJune 31,30, 2026 and2026, 2025, we had a net income of $2,173,724$1,009,130 and $2,454,858,$3,182,854, respectively, a loss from operations of $198,194$1,395,871 and $268,126,$1,594,065, respectively, comprised of general and administrative expenses, and non-operating income of $2,371,918$2,405,001 and $2,722,984,$4,776,919, respectively, comprised of interest earned on the Trust Account.

Through MarchJune 31,30, 2026, our efforts have been limited to organizational activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. As of MarchJune 31, 30, 2026, $271,707,742 $274,112,743 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We had cash held outside of the Trust Account of $521,352$311,166 and $239,898$1,368,793 in accounts payable and accrued expenses.

Our liquidity needs have beenwere satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance issuance of Class B ordinary shares, par value $0.001 per share (the “Class B ordinary shares” or “Founder Shares”) to the Sponsor and up to $1,000,000 in available loans from the Sponsor. These loans are non-interest bearing and unsecured. Up to $400,000 of these loans were due at the earlier of December 31, 2024 or the closing of the Initial Public Offering and up to $600,000 is payable by no later than the earlier of the closing of our initial Business Combination or our liquidation. On October 25, 2024, the Initial Public Offering Promissory Note was repaid in full.

On October 25, 2024, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”) at $10.00 per Unit. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares” or “public shares”), and aone right (the “Eagle Share Rights”), with each Eagle Share Right entitling the holder to receive one twentieth (1/20) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Simultaneously with the consummation of the Initial Public Offering, we completed the private saleplacement of an aggregate of 350,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor at a purchase price of $10.00 per share.Private Placement Share, generating gross proceeds of $3,500,000. The underwriters were given 45 days from the date of the Initial Public Offering to exercisepurchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price (the “Over-Allotment Option. Option”). On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the issuance and sale of 800,000 additional Units (the “Over-Allotment Option Units”). Units. 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. In connection with the closing 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.

As of MarchJune 31,30, 2026, $271,707,742$274,112,743 was held in the Trust Account (including up to $9,030,000 of deferred underwriting commissions). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest for permitted withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay our income taxes, if any, and our working capital requirements. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

The Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026. Although the Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able to do so by such date. In connection with the Company’s assessment evaluation of its ability to continue as a going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, Concern,” management hasconsidered determinedthe that because suchCompany’s mandatory liquidation datedate, which is less than 12 months away,from therethe isdate these financial statements are issued. As a result, management has determined that substantial doubt thatexists about the Company willCompany’s operateability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 25, 2026. Management plans to consummate a Business Combination prior to October 25, 2026; however, there can be no assurance that one will be completed.

On October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company incurred $45,000 and $45,000,$85,137, respectively, for services services under this agreement, which were included in the general and administrative expenses on the accompanying statements of operations. For the three and six months ended June 30, 2025, the Company incurred $45,000 and $90,000, respectively, for services under this agreement, which were also included in the general and administrative expenses on the accompanying statements of operations. As of MarchJune 31,30, 2026 and December 31, 2025, $30,671$14,765 and $0, respectively, is included in accounts payable and accrued expenses in the accompanying balance sheets.

Pursuant to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of theworking Workingcapital Capital Loansloans will be entitled to registration rights and the Company is required to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of a Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.