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BOA Acquisition Corp. II (THEOU) starts separate Nasdaq trading of Class A shares and rights

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Par value per Class A ordinary share $0.0001 per share Par value of BOA Acquisition Corp. II Class A ordinary shares
Separate trading start date August 14, 2026 Date from which Class A shares and rights may trade separately
Unit trading symbol THEOU Nasdaq symbol for units that remain combined
Separated securities symbols THEO and THEOR Nasdaq symbols for separated Class A shares and rights
initial public offering financial
"holders of the units sold in the Company’s initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
rights financial
"rights included in the Units commencing on August 14, 2026"
Rights are special privileges that give existing shareholders the opportunity to buy additional shares of a company's stock before they are offered to the public. They help investors maintain their ownership percentage and can be seen as a way to protect their investment stake. Think of rights like a VIP pass allowing current investors to purchase new shares first, ensuring they can preserve their influence in the company.
initial business combination financial
"one right to receive one Class A ordinary share upon consummation of the Company’s initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
underwritten offering financial
"The Units were initially offered by the Company in an underwritten offering"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
forward-looking statements regulatory
"This press release contains statements that constitute “forward-looking statements.”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did BOA Acquisition Corp. II (THEOU) announce about its units?

BOA Acquisition Corp. II announced that, starting August 14, 2026, holders of its IPO units may separately trade the Class A ordinary shares and rights included in those units on Nasdaq.

When does separate trading of BOA Acquisition Corp. II (THEOU) shares and rights begin?

Separate trading begins on August 14, 2026. From that date, the Class A ordinary shares will trade under “THEO” and the rights under “THEOR”, while the combined units remain under “THEOU”.

What does each BOA Acquisition Corp. II (THEOU) unit consist of?

Each unit consists of one Class A ordinary share, par value $0.0001, and one right to receive one Class A ordinary share upon consummation of the company’s initial business combination.

How can BOA Acquisition Corp. II unit holders separate their securities?

Unit holders must have their brokers contact Odyssey Transfer and Trust Company, LLC, the transfer agent, to separate units into Class A ordinary shares and rights for trading as THEO and THEOR.

What type of business combination is BOA Acquisition Corp. II (THEOU) targeting?

The company was formed to pursue a business combination, focusing its search on direct investments in real estate and infrastructure assets, particularly in the energy, telecommunications and transportation sectors.

Which Nasdaq symbols apply to BOA Acquisition Corp. II’s securities?

The combined units trade under “THEOU”. After separation, the Class A ordinary shares trade under “THEO” and the rights trade under “THEOR” on Nasdaq.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

 

 

BOA Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-43433   N/A

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

2600 Virginia Ave NW  
Suite T23 Management Office  
Washington, D.C. 20037   20037
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (888) 211-3261

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one Class A Ordinary Share and one Right to one Class A Ordinary Share   THEOU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share   THEO   The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one ordinary share   THEOR   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 


Item 8.01.

Other Events

On August 13, 2026, BOA Acquisition Corp. II (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and rights included in the Units commencing on August 14, 2026. Each Unit consists of one Class A ordinary share and one right to receive one Class A ordinary share upon consummation of the Company’s initial business combination. Any Units not separated will continue to trade on The Nasdaq Stock Market (“Nasdaq”) under the symbol “THEOU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “THEO” and “THEOR,” respectively. Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, LLC, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release dated August 13, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

1


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BOA ACQUISITION CORP. II
Date: August 13, 2026     By:  

/s/ Benjamin A. Friedman

      Benjamin A. Friedman
      Chief Executive Officer and Chief Financial Officer

 

2

Exhibit 99.1

BOA Acquisition Corp. II Announces the Separate Trading of Its Class A Ordinary Shares and Rights,

Commencing on August 14, 2026

Washington, D.C., August 13, 2026 (PR NEWSWIRE) — BOA Acquisition Corp. II (the “Company”) today announced that, commencing on August 14, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and rights (the “Rights”) included in the Units.

The Ordinary Shares and Rights received from the separated Units will trade on The Nasdaq Stock Market (“Nasdaq”) under the symbols “THEO” and “THEOR,” respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “THEOU.” Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Rights.

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity at any stage of development and in any industry or geography, the Company intends to focus its search on opportunities involving direct investments in real estate and infrastructure assets, particularly within the energy, telecommunications and transportation sectors.

The Units were initially offered by the Company in an underwritten offering. D. Boral Capital LLC acted as sole book-running manager of the offering. Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at dbccapitalmarkets@dboralcapital.com, or by telephone at (212) 970-5150.

The registration statement on Form S-1, as amended (File No. 333-290732), relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Benjamin A. Friedman

BOA Acquisition Corp. II

Phone: (888) 211-3261

Email: investors@friedmancap.com

Filing Exhibits & Attachments

5 documents