THEO SEC filings, in plain English
Everything BOA Acquisition II has filed with the SEC that we hold — 25 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
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.
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.
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.
What changed: 8-K filed upon closing of initial public offering, including underwriting agreement, charter, trust agreement, private placement agreements, registration rights agreement, insider letter, administrative services agreement, and indemnification agreements. BOA Acquisition Corp. II consummated its IPO of 14,375,000 units (including full exercise of over-allotment) at $10.00 per unit, generating gross proceeds of $143,750,000, all deposited into trust; established trust with Odyssey Transfer and Trust Company; appointed initial board of directors and committees; adopted amended and restated memorandum and articles of association; entered into standard IPO-related agreements. Why it matters: 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.
What changed: Priced IPO of units at $10.00 with a 45-day over-allotment option for up to 1,875,000 additional units. Each unit is one Class A ordinary share plus one right to receive one full Class A ordinary share on consummation of the initial business combination - a one-for-one right rather than the customary fraction. The offering includes no warrants. Trust: $125,000,000, or $143,750,000 with full over-allotment, at $10.00 per unit, with Odyssey Transfer and Trust Company as trustee. The prospectus states there is no deferred underwriting commission payable to the underwriters. Why it matters: 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.
What changed: Routine compliance exhibit (SEC Form 3 — Insider Ownership Report). No changes affect the SPAC’s redemption calendar, trust value per share, extension mechanisms, business combination timeline, or sponsor conduct. The filing explicitly states there are "No non-derivative transactions or holdings reported" for the named reporting party. Why it matters: The Form 3, filed under SEC accession number 0001193125-26-331195, identifies Jason Scott Kahan as a director of BOA Acquisition Corp. II and records zero equity trades or position changes on the part of the reporting person. This routine administrative submission confirms no shift in insider capital commitment or market activity, but it offers no commentary on target identification, merger valuation, trust account yields, redemption pressure, investor communications, product roadmaps, revenue assumptions, customer bases, technological capabilities, alliance formations, pending litigation, or executive departures. All referenced metrics—the $10 trust per share and the 2027-08-04 liquidation deadline—are derived solely from the prompt’s header metadata, not generated by the filing. Without disclosed insider activity or corporate announcements, public investors retain the existing redemption window without new signals prompting early exercises or sponsor negotiations.
What changed: A Form 3 insider ownership report filed on 2026-08-03 (accession number 0001193125-26-331193), classified as a routine compliance exhibit that discloses the security positions of BOA Acquisition Corp. II director Jonathan Sassover. Per the filing, there are 'No non-derivative transactions or holdings reported.' This indicates zero change in direct equity ownership by the named director. In terms of SPAC mechanics, the lack of reported insider activity leaves the trust valuation, redemption deadline of 2027-08-04, per-share trust value of $10, extension triggers, and the current SEARCHING status completely unchanged. Why it matters: For investors monitoring director conduct and pre-deadline positioning, the filing confirms that Sassover did not acquire or dispose of non-derivative securities ahead of the 2027-08-04 cutoff, establishing a clean regulatory baseline for tracking any subsequent capital commitments or working-capital injections. The document contains no further substance: it makes no claims about target company customers, revenue streams, addressable markets, technology roadmaps, commercial partnerships, pending litigation, or executive personnel shifts. It operates strictly as a periodic disclosure requirement rather than a catalyst for trust distribution recalibration or extension negotiations.
What changed: This document is a Form 3 — routine compliance insider ownership report. Following that classification, the filing registers no change to equity positions attributable to reporting Director Dean A. Friedman, who certifies via the submission that no non-derivative transactions or holdings occurred. Regarding mechanics, the recorded absence of insider activity leaves sponsor and board alignment static relative to the ongoing search phase, meaning redemption countdowns, trust value preservation, extension vote readiness, and merger pipeline velocity remain entirely unaffected by director-level movements. Regarding other substance, the report contains no assertions regarding customer concentration, historical or projected revenue, addressable market sizing, commercial roadmap, proprietary technology, strategic partnerships, litigation status, or supplementary personnel changes; every referenced detail originates exclusively from the Form 3 declaration by Dean A. Friedman. Why it matters: For investors calibrating redemption pricing floors, tracking trust interest accumulation, anticipating extension proposals, and auditing sponsor conduct, this static compliance update confirms that no director-level liquidity events are currently interfering with the capital structure or delaying the pursuit of a business combination. The complete lack of transactional noise or operational commentary reinforces that milestone execution remains governed by future merger agreements, tender offer timelines, or shareholder votes rather than contemporary insider trading patterns, allowing portfolio managers to direct monitoring resources toward subsequent prospectus or proxy disclosures instead of parsing current board-level equity shifts.
What changed: SEC Form 3, an insider ownership report filed by director Brian D. Friedman for issuer BOA Acquisition Corp. II under accession number 0001193125-26-331190. The submission states 'No non-derivative transactions or holdings reported,' indicating no alterations to insider capital positioning, trust reserve mechanics, redemption calendar scheduling, or extension parameters originating from this filing. Why it matters: This routine compliance exhibit documents zero securities activity by the named director. For investors tracking sponsor conduct and alignment ahead of a business combination announcement or shareholder redemption deadline, the recorded neutrality establishes a static baseline showing no recent insider accumulation or distribution. The document contains no substantive claims regarding customers, revenue metrics, market size estimates, strategic direction, technology developments, partnership formations, litigation matters, or personnel changes beyond the statutory issuer and reporting person identifiers.
What changed: Form 8-A registering classes of securities under Section 12(b) of the Securities Exchange Act of 1934 for listing on The Nasdaq Stock Market LLC. No adjustments to the redemption deadline, trust account valuation, extension provisions, or sponsor governance were introduced. According to the registrant’s execution, the filing serves exclusively to secure SEC approval for the public listing of THEO units, Class A Ordinary Shares, and Rights. Deal progress, target search criteria, and capital structure remain unchanged from the prospectus. Why it matters: This administrative registration finalizes the transition from private offering to public trading, establishing the legal baseline for redemption pricing, conversion mechanics, and shareholder voting thresholds. By incorporating the security descriptions from the Company’s original Form S-1 (File No. 333-290732, originally filed October 6, 2025) through reference, the filing preserves the existing contractual architecture without modification. Executed by Chief Executive Officer and Chief Financial Officer Benjamin A. Friedman on August 3, 2026, the document confirms administrative readiness. It contains no assertions regarding customers, revenue projections, market sizing, technology developments, strategic partnerships, ongoing litigation, or executive compensation beyond the signatory’s corporate titles.
What changed: SEC Form 3 insider ownership report, functioning as a routine compliance exhibit filed by BOA Acquisition Corp. II director Jared Michael Berlin. The filing states that director Berlin has no non-derivative transactions or holdings to report. According to the submission, zero shares or warrants were purchased, sold, exercised, or transferred, leaving the SPAC’s insider register and capital structure unchanged. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this submission confirms that a key director did not alter their equity position, which preserves the existing August 4, 2027 termination date and leaves the SEARCHING phase mechanically unaffected. The document contains no numerical figures beyond the filing date and identification codes. Per the text, there are no customer claims, revenue metrics, market size data, technology disclosures, partnership announcements, litigation references, or personnel changes. The filing itself attributes the disclosure solely to Berlin’s directorship and explicitly notes an absence of reported activity. Consequently, while administratively complete, the exhibit introduces no variables that would shift redemption calculus, trigger extension voting, or signal sponsor deal acceleration.
What changed: SEC Form 3 – Initial Statement of Beneficial Ownership, classified as a routine compliance exhibit. Mechanics tracking: This filing records initial beneficial ownership disclosures for director Benjamin A. Friedman and affiliates Bet on America II Sponsor LLC and Bet on America II HoldCo LLC, all designated as 10% owners. The document explicitly states 'No non-derivative transactions or holdings reported.' Accordingly, there are no adjustments to sponsor equity concentration, control blocks, redemption participation, trust account parameters, extension voting timelines, or business combination search status relative to the 2027-08-04 deadline. Why it matters: Substance & Implications: Excluding the baseline insider registration, the filing contains no assertions regarding customer bases, revenue projections, addressable market size, strategic pivots, proprietary technology, commercial partnerships, active litigation, or leadership appointments. As the filing itself reports, no reportable non-derivative acquisitions or dispositions occurred. For investors monitoring redemption windows, trust stability, extension feasibility, deal execution, and sponsor conduct, this submission introduces no new variables to those tracking calendars or capital stack assumptions. It confirms procedural compliance without advancing, delaying, or altering the stated 2027-08-04 timeline or any associated trust mechanics.
What changed: Form 3 — initial statement of beneficial ownership. This document IS a routine compliance exhibit registering insider equity positions. According to the filing, reporting person Seth Schorr (director) disclosed 'No non-derivative transactions or holdings reported.' This disclosure bears no impact on the August 4, 2027 business combination deadline, per-share trust balance, extension voting procedures, redemption dynamics, or sponsor conduct track record. No share volumes, strike prices, or trust account metrics are referenced, altering no mechanical parameters for upcoming shareholder votes or liquidation thresholds. Why it matters: The filing contains no additional substantive commentary. Seth Schorr (director) advanced no claims regarding customers, revenue, market size, strategic direction, technology pipelines, commercial partnerships, ongoing litigation, or executive personnel changes. The report features zero numerical data; consequently, no figures are reproduced, calculated, rounded, or inferred from external trust conventions. While typical for a SPAC operating under a 'searching' designation, the absence of reported common stock or derivative awards provides no incremental visibility into director capital commitment, target evaluation velocity, or alignment with public shareholders, rendering this submission non-material for immediate portfolio monitoring.
What changed: Amendment No. 6 to the registration statement on Form S-1 for BOA Acquisition Corp. II, a blank-check company seeking to raise $125 million (12.5 million units at $10.00 per unit) through an initial public offering, with each unit consisting of one Class A ordinary share and one right to receive an additional Class A share upon a business combination. The document serves as a preliminary prospectus and includes the latest terms of the IPO, financial statements, risk factors, and details on sponsor compensation, conflicts of interest, and the search for an acquisition target. This 6th amendment incorporates several significant revisions from the prior filings: (1) offering size reduced from 20,000,000 units to 12,500,000 units; (2) sponsor forfeited 1,505,953 founder shares, reducing the number subject to forfeiture if the over-allotment is not exercised from 1,000,000 to 803,571; (3) underwriting fee changed from $0.20 per unit to a flat $750,000 fee regardless of over-allotment exercise; (4) rights component increased from one-eighth of a right to one full right per unit; (5) administrative services fee to sponsor reduced from $20,000 to $13,333 per month; (6) private placement size reduced from 600,000 units (sponsor only) to 221,500 units (including certain institutional investors), with an additional 100,000 units to be purchased indirectly through the sponsor by sponsor non-managing members; (7) updated financial statements reflect these changes retrospectively. Why it matters: 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.
What changed: Amendment No. 5 to Form S-1 registration statement for the initial public offering of BOA Acquisition Corp. II, filed as an exhibits-only submission adding the underwriting agreement, insider letter agreement, and private placement subscription agreement. This exhibits-only filing adds three new exhibits: (1) the Underwriting Agreement with D. Boral Capital LLC for 12,500,000 units (plus 1,875,000 over-allotment) at $10.00 per unit, with $125,000,000 to be deposited into the trust account; (2) the Insider Letter Agreement among sponsor, officers, directors, and the Private Placement Investor, containing lock-up provisions (180 days for founder shares, 30 days for private placement units), voting and redemption waivers, and sponsor indemnification of the trust account; and (3) the Private Placement Units and Founder Shares Subscription Agreement providing for the sale of 20,000 private placement units and 363,636 Class B shares to three institutional investors (Yakira Partners, L.P., White Oaks Long-Short Portfolio, LLC, and MAP 136 Segregated Portfolio) for an aggregate purchase price of $201,454.54. The prospectus and other parts of the registration statement remain unchanged. The IPO is expected to close by December 31, 2026. Why it matters: 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.
What changed: Amendment No. 4 to Form S-1, a registration statement for a SPAC initial public offering (preliminary prospectus) filed by BOA Acquisition Corp. II (ticker: THEO, THEOU, THEOR). This is the fourth amendment, updating the registration statement with revised offering terms compared to the original filing. Changes include a reduction in offering size from 23,000,000 units to 12,500,000 units (plus 1,875,000 over-allotment), a change in the rights component from one-eighth of a Class A share to one full Class A share per right, elimination of deferred underwriting commissions in favor of a flat $750,000 cash fee, a decrease in the administrative services fee from $20,000 to $13,333 per month, a reduction in the number of private placement units from 600,000 to 221,500, and a forfeiture of 1,505,953 founder shares by the sponsor. The filing also includes updated financial statements, dilution tables, and risk factors reflecting these changes. Why it matters: The amendment provides the definitive terms of the SPAC's IPO, including the trust per-share value ($10.00), the 12-month deadline to complete a business combination (with unlimited extension potential via shareholder vote), and the mechanics for redemptions and liquidations. It details sponsor compensation (founder shares at $0.004 per share, private placement units, monthly fees, and potential working capital loans) and lock-up agreements. The dilution tables show severe dilution to public shareholders (up to 98.8% in a 100% redemption scenario). The filing indicates the SPAC is still searching for a target and has not engaged in substantive discussions. It also highlights potential conflicts of interest with the sponsor and management team, who have fiduciary duties to other entities. The registration statement is on track for effectiveness, which will allow the IPO to proceed.
What changed: Amendment No. 3 to Form S-1 registration statement (S-1/A) for a newly-formed blank-check company, BOA Acquisition Corp. II, conducting an initial public offering of 20 million units at $10/unit. This is an amendment to the registration statement. The filing does not contain an explicit list of changes from a prior version. Compared to a typical initial S-1, this version now includes audited financial statements (as of Dec 31, 2025), specific dilution tables at various redemption rates, detailed sponsor compensation tables with share issuances to directors, and updated risk factors covering PFIC, CFIUS, stock buyback tax, and conflicts of interest with new directors. No business combination target is identified. The trust per-share amount is stated as $10.00. Why it matters: This filing provides the first complete, detailed prospectus for this SPAC IPO. Key terms are: a 24-month deadline to complete a deal (August 4, 2027) with unlimited shareholder votes to extend; $200M trust ($10/share); mandatory redemption rights for public holders; and significant sponsor dilution at the offering (sponsor paid $0.003/share for 25% of post-IPO stock). The filing is material for redemption calendar tracking and for assessing sponsor conduct and dilution mechanics.
What changed: Amendment No. 2 to a Registration Statement on Form S-1 for a SPAC IPO — a blank-check company's IPO registration filing for 20,000,000 units at $10.00/unit, seeking $200 million in trust. This is Amendment No. 2. The filing updates the preliminary prospectus with current financial statements (audited balance sheet as of Dec 31, 2025), revises compensation tables for sponsor and directors, adds a consulting agreement exhibit with Black Spade Capital (Exhibit 10.10, $1 million fee payable upon business combination or liquidation), and adds a consent from the independent registered public accounting firm (Adeptus Partners, LLC). The filing also includes new XBRL tagging for S-K Items 1602-1606. Why it matters: This is a routine but necessary step toward getting the IPO declared effective. For investors tracking THEO, the key mechanics are unchanged: trust is $10.00/share ($200 million), deadline is 24 months from closing (no hard date yet, but closing would be ~early 2026, so deadline ~early 2028), no extension mechanism without a redemption offer, and sponsor-paid $25,000 for 7.67M founder shares ($0.003/share). The new consulting agreement with Black Spade Capital (a Hong Kong-based SPAC advisor) introduces a $1 million fee payable only upon deal completion or liquidation. The financials show a going-concern qualification as of Dec 31, 2025, with zero cash, a working capital deficit of $889,776, and $852,866 in deferred offering costs.
What changed: Amendment No. 1 to Registration Statement on Form S-1 for BOA Acquisition Corp. II, a newly formed blank-check company (SPAC) registering for an initial public offering. This is a preliminary prospectus for a new SPAC IPO, not a definitive agreement, so there is no change in status or deal terms. The filing updates the registration statement for SEC review. Key new mechanics: trust will hold $200M ($10.00 per share), the SPAC has 24 months from closing to complete a business combination, public shareholders have redemption rights, and the sponsor paid $25,000 for 7,666,667 founder shares ($0.003/share). The filing contains detailed dilution tables showing per-share net tangible book value under various redemption scenarios. Why it matters: This establishes the core terms for a new SPAC, including a $200M trust ($10.00/share), a 24-month deadline, and a sponsor with a prior SPAC track record (BOA Acquisition Corp. merged with Selina). The filing provides investors with the specific redemption mechanics, trust structure, and sponsor compensation details needed to evaluate the offering.
What changed: Registration statement on Form S-1 for a blank check company IPO. BOA Acquisition Corp. II filed a preliminary S-1 for a $200 million unit IPO (20 million units at $10.00 each, plus a 3-million-unit over-allotment option). Each unit consists of one Class A ordinary share and one right to receive one-eighth of an ordinary share upon completion of an initial business combination. The sponsor bought 7.67 million founder shares for $25,000 ($0.003/share), with up to 1 million subject to forfeiture depending on the over-allotment. The filing establishes a 24-month completion window, an anti-dilution adjustment on founder shares that could exceed a 1:1 conversion ratio, a $20,000/month administrative services fee to the sponsor, and sponsored non-managing member interests in private placement units. Trust is $200 million ($10/share) and the trust per-share amount is not always $10.00. Why it matters: This is the primary IPO prospectus for a new SPAC. Key terms for investors: (1) Trust is $10.00/share. (2) Redemption: shareholders can redeem for cash equal to the trust account per share at the time of a Business Combination, regardless of how they vote. (3) Extensions: shareholders can vote to extend the 24-month deadline any number of times for any duration, with redemption rights upon each extension vote. (4) Sponsor economics: founder shares at $0.003/share and private placement units at $10.00/unit create massive potential dilution; anti-dilution provisions mean founder shares adjust so holders keep 25% of the post-combination company, even if large numbers of new shares are issued. (5) Conflicts: officers and directors have fiduciary duties to other entities, meaning a Business Combination opportunity may be presented elsewhere first. (6) No maximum redemption threshold: a business combination can close even if almost all public shares are redeemed. (7) The target must have an enterprise value exceeding $500 million. Priority sectors are real estate and infrastructure.
What changed: Draft registration statement (Form S-1) for a new SPAC IPO. BOA Acquisition Corp. II filed a confidential draft S-1 for a $200M IPO (20M units at $10.00 each) with a 24-month deadline to complete an initial business combination, targeting real estate and infrastructure assets. The filing details a $200M trust, $1.4M outside working capital, sponsor founder shares purchased for $25,000, and 400,000 private placement units at $10.00 each sold to sponsor. Redemption rights: public shareholders may redeem at per-share trust value upon completion of a business combination, with a 15% cap on redemptions per shareholder group if seeking shareholder approval. Trust per-share value is initially $10.00. Sponsor, officers, and directors waive redemption rights on founder/private shares. Why it matters: This is the first substantive filing for THEO's new SPAC, establishing the trust size ($200M), deadline (24 months from IPO close), redemption mechanics (including 15% cap), and sponsor economics ($25K for 25% equity stake). Investors need to track the trust value (initially $10.00/share) and the 24-month deadline (from a future IPO close date). The filing confirms management's prior SPAC experience with BOA Acquisition Corp. (merged with Selina Hospitality).
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.