BOA Acquisition II

Where it stands

Searching · next dated event 5 August 2027

Outside date — not a date on which you can claim cash.

Merging with

No target announced — still searching.

Industry

no filing we hold states a sector this SPAC restricted its search to

Deal value

not stated in the filings we hold

Price vs cash floor

$9.88 vs $10.00

$0.12 below the last filed cash held for you; 1.6% below cash against our estimated ~$10.04

Cash left in trust

not yet extracted into a snapshot — the filings below may state it

IPO

4 August 2026

$144M raised · 100.0% of each $10 unit into trust

Headquarters

2600 VIRGINIA AVENUE NW, WASHINGTON, DC, 20037

registered in the Cayman Islands

Lead underwriter

D. Boral Capital LLC

Key officers

Friedman Benjamin A. (Director) · Berlin Jared Michael (Director) · FRIEDMAN DEAN A (Director)

Listed securities

THEO common · THEOU unit $10.25 · THEOR right $0.28 · THEO common $9.93

1. No dated redemption election is on file for this name. That is an absence in the record, not proof that the right has gone — but it does mean this page cannot tell you a day to act by.
2. Cash held in trust is $10.00 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
3. The charter runs to a date no filing we hold states; from the IPO date and the charter term we estimate 4 August 2027. Whenever it falls, if no deal closes by then the trust is returned to holders — a floor of a different kind: it pays out, but you do not choose when, and this one you should read out of the prospectus yourself.

1. 4 August 2026IPOpassed

   $144M raised into trust

2. 24 September 2026Unit split0001193125-26-333135
3. 5 August 2027Outside date0001193125-26-345641

• 8-K13 August 20260001193125-26-349238

  This administrative event alters the liquidity profile of the IPO units, allowing investors to price and trade the underlying equity and rights independently ahead of the August 4, 2027 deadline to complete a business combination. Beyond the mechanical split, the attached press release provides substantive strategic direction. According to the press release issued by Chief Executive Officer and Chief Financial Officer Benjamin A. Friedman, the Company intends to focus its acquisition search on direct investments in real estate and infrastructure assets, with specific emphasis on the energy, telecommunications, and transportation sectors. The filing also confirms D. Boral Capital LLC served as the sole book-running manager for the underwritten offering and notes that the Form S-1 registration statement was declared effective by the SEC on August 3, 2026.

• 8-K12 August 20260001193125-26-345641

  This filing locks the trust floor at $143,750,000 and defines the liquidation waterfall, including the $100,000 expense cap and $10.00 per-share minimum protection. The 12-month execution constraint and explicit going concern qualification signal high pressure to identify a target, while the 23% modeled probability and $31,781,698 valuation assigned to public rights quantify early-stage success expectations. The $13,333 monthly affiliate burn and $265,709 related-party consulting drain against the $873,727 operating cash balance require close monitoring to prevent capital erosion before acquisition. The sponsor’s forfeiture history, 180-day lockup, and trust indemnity obligation align founder incentives with shareholder exit conditions. Investors should use these mechanics to model base-case returns versus the documented liquidation scenario.

• 8-K5 August 20260001193125-26-335120

  Defines the SPAC's trust value at $10.00 per share, 12-month deadline (August 5, 2027) for a business combination, target sectors (real estate and infrastructure), sponsor economics, lock-up terms, and redemption rights. Sets the baseline for all future redemption calculations and deal timing.

• 424B44 August 20260001193125-26-333135

  A one-for-one right roughly doubles the shares delivered to a public unit holder at closing, a far larger transfer than the usual one-eighth or one-tenth right and correspondingly harder for a target to accept, so it materially shapes what deal this vehicle can sign. The 12-month deadline from closing is extendable only by shareholder approval of a charter amendment, and the prospectus states there is no limit on the number of extensions that may be sought. With no deferred underwriting, the trust carries no underwriter claim.

• S-1/A27 July 20260001193125-26-318212

  The revised terms make the SPAC smaller but more shareholder-friendly in terms of rights per unit. The flat underwriting fee removes the per-unit incentive for the underwriter to exercise the over-allotment, reducing potential dilution. The sponsor's forfeiture of shares and lower administrative fees modestly improve alignment, but the nominal $0.004 per share cost of founder shares remains a severe conflict of interest. The document confirms no target has been selected and no substantive discussions have occurred, underscoring the pre-deal risk. The trust per share remains at $10.00, with a 12-month deadline from closing (estimated August 2027). Investors must evaluate the sponsor team's prior SPAC experience (BOA/Selina) against the substantial dilution and conflicts detailed in the risk factors.

• S-1/A21 July 20260001193125-26-309670

  For a SPAC in SEARCHING status, this filing signals that the IPO is moving forward with final terms. The trust will be funded at $10.00 per unit (approximately $125 million from the firm units plus private placement proceeds). The sponsor forfeited over 1.5 million founder shares on June 17, 2026, and the remaining founder shares (6,160,714) will represent 30% of post-IPO ordinary shares. The completion window is 12 months from the IPO closing. The filing identifies three institutional investors receiving private placement units and founder shares, locking them up for 30 and 180 days respectively after a business combination. The underwriting agreement includes standard terms and the trust account waiver provisions. No business combination target has been identified yet.

• 10-Q26 August 20260001193125-26-368849

  What changed: The filing reports that BOA Acquisition Corp. II consummated its Initial Public Offering on August 5, 2026, selling 14,375,000 Units at $10.00 per Unit for gross proceeds of $143,750,000, including the full exercise of the underwriters' over-allotment option for 1,875,000 additional Units. Simultaneously, the Company completed a private placement of 221,500 Private Placement Units to the Sponsor and institutional investors for $2,215,000. Transaction costs totaled $2,534,100, consisting of $630,000 in cash underwriting fees and $1,904,100 in other offering costs, of which $265,709 was paid to The Avery Companies LLC, an affiliate of the CEO and CFO. The filing discloses that the Sponsor forfeited 1,505,953 Founder Shares on June 17, 2026, reducing the shares subject to forfeiture based on over-allotment exercise from 1,000,000 to 803,571; these remaining shares were no longer subject to forfeiture upon the IPO closing. The administrative service agreement fee was reduced from $20,000 to $13,333 per month, and the underwriting fee structure changed from $0.20 per unit to a flat $750,000. The Company also repaid the outstanding promissory note of $72,218 (with $531,273 previously outstanding) in full upon IPO closing. Management disclosed that disclosure controls and procedures were not effective due to inadequate segregation of duties and insufficient written policies. Why it matters: This filing confirms the successful completion of the SPAC's fundraising phase, establishing the Trust Account balance and providing the capital necessary to pursue a business combination within the 12-month deadline of August 5, 2027. The reduction in administrative fees and the change in underwriting compensation terms indicate cost-saving measures adopted prior to the IPO. The disclosure of ineffective internal controls raises potential compliance risks for the newly public entity. The repayment of related-party debt and the finalization of founder share forfeiture structures clarify the post-IPO capitalization and sponsor alignment, while the payment of significant fees to a CEO/CFO affiliate highlights related-party transactions that investors should monitor for conflicts of interest.

• 8-K13 August 20260001193125-26-349238

  What changed: a Form 8-K current report accompanied by an attached press release. The registrant disclosed that holders of its IPO Units may elect to separately trade the Class A ordinary shares and rights beginning on August 14, 2026. The filing specifies that unseparated Units will continue trading on Nasdaq under the symbol “THEOU,” while separated Class A ordinary shares and rights will trade under the symbols “THEO” and “THEOR,” respectively. Holders are instructed to have their brokers contact Odyssey Transfer and Trust Company, LLC to execute the separation. Why it matters: This administrative event alters the liquidity profile of the IPO units, allowing investors to price and trade the underlying equity and rights independently ahead of the August 4, 2027 deadline to complete a business combination. Beyond the mechanical split, the attached press release provides substantive strategic direction. According to the press release issued by Chief Executive Officer and Chief Financial Officer Benjamin A. Friedman, the Company intends to focus its acquisition search on direct investments in real estate and infrastructure assets, with specific emphasis on the energy, telecommunications, and transportation sectors. The filing also confirms D. Boral Capital LLC served as the sole book-running manager for the underwritten offering and notes that the Form S-1 registration statement was declared effective by the SEC on August 3, 2026.

• 8-K12 August 20260001193125-26-345641

  What changed: Form 8-K Current Report and accompanying audited financial statements (Exhibit 99.1) announcing the completion of an initial public offering (IPO) and simultaneous private placement. Per Item 8.01 and Note 1, the Company deposited $143,750,000 into a trust account at Odyssey Transfer and Trust Company, with an initially anticipated redemption value of $10.00 per share. The Company states the Combination Period expires 12 months after the August 5, 2026 IPO close; absent a transaction, the Company will redeem public shares within 10 business days at the pro-rata trust balance, deducting up to $100,000 of interest for liquidation expenses. Per Note 6, Bet on America II Sponsor LLC acquired 101,500 private placement units for $1,015,000 and previously exchanged $25,000 for 7,666,667 Class B ordinary shares before forfeiting 1,505,953 shares on June 17, 2026. The Sponsor agreed to waive redemption rights for founder shares, maintain a 180-day lockup, and indemnify the trust if third-party claims reduce it below the lesser of $10.00 per public share or the actual trust balance. Non-managing sponsor members indirectly bought 100,000 private placement units for $1,000,000. The auditor, Adeptus Partners, LLC, issued a report stating substantial doubt exists about continuing as a going concern due to the one-year window and lack of business combination assurance. The Company states it targets direct investments in real estate and infrastructure across energy, telecommunications, and transportation sectors, but had generated zero operating revenues as of the balance sheet date. CEO and CFO Benjamin A. Friedman signed the report. The Company engaged The Avery Companies LLC, managed by the CFO/CEO, for $265,709 in advisory fees. An affiliate will receive up to $13,333 monthly under an administrative agreement. Up to $2,500,000 in working capital loans remain available but unborrowed. Why it matters: This filing locks the trust floor at $143,750,000 and defines the liquidation waterfall, including the $100,000 expense cap and $10.00 per-share minimum protection. The 12-month execution constraint and explicit going concern qualification signal high pressure to identify a target, while the 23% modeled probability and $31,781,698 valuation assigned to public rights quantify early-stage success expectations. The $13,333 monthly affiliate burn and $265,709 related-party consulting drain against the $873,727 operating cash balance require close monitoring to prevent capital erosion before acquisition. The sponsor’s forfeiture history, 180-day lockup, and trust indemnity obligation align founder incentives with shareholder exit conditions. Investors should use these mechanics to model base-case returns versus the documented liquidation scenario.

• SCHEDULE 13G7 August 20260001376474-26-000544

  What changed: Routine compliance exhibit: a Joint Filing Agreement submitted alongside a Schedule 13G statement regarding Class A ordinary shares of BOA Acquisition Corp. II. No mechanical parameters shifted. The document only records that Feis Equities LLC and Managing Member Lawrence M. Feis agree to file the initial Schedule 13G and any future amendments jointly under Rule 13d-1(k) of the Securities Exchange Act of 1934. It contains no references to redemption windows, trust account valuations, extension mechanisms, target acquisition status, or sponsor governance conduct. Why it matters: Feis Equities LLC and Lawrence M. Feis make no substantive assertions about business performance, financial metrics, customer relationships, market size, strategic direction, proprietary technology, commercial partnerships, ongoing litigation, or executive personnel. As a purely administrative regulatory record dated August 7, 2026, the agreement does not alter economic assumptions, corporate action timelines, or investor rights relative to the SPAC.

• SCHEDULE 13G6 August 20260001301396-26-000007

  What changed: SEC Schedule 13G beneficial ownership report. The filing identifies Context Capital Management, LLC, Michael S. Rosen, William D. Fertig, Charles E. Carnegie, and Context Partners Master Fund, L.P. as reporting beneficial owners of THEO common stock. The excerpt provides no share quantities, ownership percentages, acquisition dates, or purpose statements. No mechanics related to redemptions, trust distributions, deadline extensions, business combination status, or sponsor conduct are disclosed. Why it matters: Schedule 13G filings are triggered when a person or group crosses or maintains the statutory 5% beneficial ownership threshold. For investors tracking a SEARCHING-stage SPAC approaching its 2027-08-04 liquidation cutoff, such disclosures normally signal institutional positioning ahead of target selection, merger negotiations, or extension voting coalitions. Because this excerpt lacks all numerical holdings and transaction details, it cannot yet inform redemption probability calculations, adjust assumptions around the reported $10.00 trust per share reference, or indicate whether sponsor or anchor investor alignment has shifted. The report currently holds no actionable weight for the redemption calendar or deal pipeline.

At-risk capital: $2.2M — 221,500 private placement units, bought at the IPO and worthless if the company liquidates. This is what the sponsor itself loses if no deal closes. per the prospectus (424B4 0001193125-26-333135)