BOA Acquisition Corp. II Class A ordinary shares were reported as beneficially owned by Yakira Capital Management, Inc. and Bruce M. Kallins, each at 951,121 shares (6.52%), with sole voting and dispositive power. Kallins is identified as a controlling shareholder of the investment manager. MAP 136 Segregated Portfolio reported 713,341 shares (4.89%); Yakira Partners, L.P. and its general partner, YP Management, L.L.C., each reported 158,520 shares (1.09%); and White Oaks Long-Short Portfolio, LLC reported 79,260 shares (0.54%).
BOA Acquisition Corp. II (THEO), a Cayman Islands SPAC focused on real estate and infrastructure-related assets, reported a small operating loss while preparing for its IPO in the quarter ended June 30, 2026. The company had total assets of $1,173,705, entirely deferred offering costs, and total liabilities of $1,303,046, resulting in a shareholder’s deficit of $129,341.
For the three and six months ended June 30, 2026, BOA recorded net losses of $20,767 and $51,370, respectively, with no revenue as it has not commenced operations. As of June 30, 2026, it had no cash and a working capital deficit of $1,230,828, funded by a $72,218 related-party promissory note and $25,000 of founder capital.
Subsequent to quarter end, on August 5, 2026, BOA completed its IPO of 14,375,000 units at $10.00, raising $143,750,000 for deposit in a trust account, and a concurrent private placement of 221,500 units for $2,215,000 to fund expenses. The company has 12 months from the IPO closing to complete a business combination, or it must liquidate. Management discloses substantial doubt about its ability to continue as a going concern and reports ineffective disclosure controls due to inadequate segregation of duties and insufficient written policies.
BOA Acquisition Corp. II (THEO) received an Amendment No. 1 to a Schedule 13G reporting the equity position of Feis Equities LLC and Lawrence M. Feis. The reporting persons together beneficially own 611,464 Class A ordinary shares, representing 4.25% of the Class A ordinary shares outstanding. The ownership percentage is based on 14,375,000 Class A ordinary shares outstanding as of August 5, 2026, as reported by the company. Both Feis Equities LLC and Lawrence M. Feis report sole voting and sole dispositive power over all 611,464 shares and no shared power. The filing also notes that the position represents ownership of 5 percent or less of the class.
BOA Acquisition Corp. II reports that holders of its units from the initial public offering may, starting August 14, 2026, elect to separately trade the Class A ordinary shares and rights contained in those units. Each unit consists of one Class A ordinary share, par value $0.0001, and one right to receive one Class A ordinary share upon completion of the company’s initial business combination. Units will continue to trade on Nasdaq under “THEOU”, while separated Class A ordinary shares and rights will trade under “THEO” and “THEOR”, respectively. Holders must have their brokers contact Odyssey Transfer and Trust Company, LLC to effect separation. The company is a special purpose acquisition vehicle formed to pursue a business combination, with an intended focus on real estate and infrastructure assets in the energy, telecommunications and transportation sectors.
BOA Acquisition Corp. II completed its initial public offering on August 5, 2026, selling 14,375,000 units at $10.00 per unit, each with one Class A ordinary share and one right. A concurrent private placement of 221,500 units at $10.00 raised an additional $2,215,000. In total, $143,750,000 of net proceeds from the IPO and private placement was deposited into a trust account with Odyssey Transfer and Trust Company, to be used only for an initial business combination or shareholder redemptions, subject to limited tax-related withdrawals.
The audited balance sheet as of August 5, 2026 shows total assets of $144,623,727, including $143,750,000 in the trust account and $873,727 in cash outside the trust. Liabilities total $1,393,802, and 14,375,000 Class A shares are classified as redeemable temporary equity at $10.00 per share. The independent auditor and management highlight substantial doubt about the company’s ability to continue as a going concern because the SPAC has only 12 months from the IPO closing to complete a business combination or obtain an extension. If no deal is completed, public shareholders are expected to be redeemed from the trust and the company would liquidate.
Feis Equities LLC and Lawrence M. Feis report beneficial ownership of Class A ordinary shares of BOA Acquisition Corp. II. They collectively beneficially own 832,710 Class A ordinary shares, representing 5.79% of the class, based on 14,375,000 Class A ordinary shares outstanding as of August 5, 2026.
Both reporting persons have sole voting power and sole dispositive power over the 832,710 shares, with no shared voting or dispositive power. The filing is made jointly pursuant to a Joint Filing Agreement.
BOA Acquisition Corp. II has a large shareholder group led by Context Capital Management, LLC and affiliated entities and individuals, which reports beneficial ownership of 1,237,500 Class A ordinary shares. These shares are held as units, each unit containing one Class A ordinary share.
The filing states this position represents 8.5% of the 14,596,500 Class A ordinary shares outstanding, based on figures reported by the issuer in a Form 8-K dated August 5, 2026. All reporting persons list zero sole voting and dispositive power and shared voting and dispositive power over 1,237,500 shares, and each disclaims beneficial ownership except to the extent of pecuniary interest and disclaims membership in a group.
BOA Acquisition Corp. II, a Cayman Islands SPAC focused on real estate and infrastructure, is conducting an initial public offering of 12,500,000 units at $10.00 per unit, for gross proceeds of $125,000,000, with a 45‑day underwriters’ over‑allotment option for up to 1,875,000 additional units. Each unit consists of one Class A ordinary share and one right to receive one Class A ordinary share upon completion of an initial business combination.
$125,000,000 (or $143,750,000 if the over‑allotment is fully exercised) will be placed in a U.S. trust account at $10.00 per unit. Public shareholders may redeem their shares at a cash price equal to the trust balance per public share upon a business combination or certain charter amendments, subject to a 15% redemption cap per holder group if a shareholder vote is held. If no business combination is completed within a 12‑month “completion window” (extendable by shareholder-approved amendments), the SPAC will redeem 100% of public shares and liquidate.
The sponsor acquired 6,160,714 founder shares for $25,000 (about $0.004 per share) and will own 5,980,714 Class B shares post‑forfeiture, plus 201,500 private placement units at $10.00 each; additional private placement investors will buy 20,000 units. Founder shares carry anti‑dilution rights designed so that, on an as‑converted basis, they equal 30% of ordinary shares outstanding (excluding specified shares), which the prospectus states may cause immediate and potentially material dilution for public shareholders.
BOA Acquisition Corp. II filed an initial ownership report showing 5,980,714 Class B ordinary shares held indirectly through Bet on America II Sponsor LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis upon the company’s initial business combination or earlier at the holder’s option and have no expiration date. Benjamin Avery Friedman controls Bet on America II HoldCo LLC, the managing member of the Sponsor, and may be deemed to share beneficial ownership of these shares, but he disclaims beneficial ownership except to the extent of any pecuniary interest.