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  4. [Form 3] BOA Acquisition Corp. II Initial Statement of Beneficial Ownership

BOA Acquisition Corp. II (THEOU) insider details 5.98M Class B sponsor holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Friedman Benjamin A., Bet on America II Sponsor LLC, Bet on America II HoldCo LLC
Role See Remarks | See Remarks | See Remarks
Type Security Shares Price Value
holding Class B ordinary shares F1, F2 -- -- --
Holdings After Transaction: Class B ordinary shares — 5,980,714 shares (Indirect, See Footnote)
Footnotes (2)
  1. F1. As described in the issuer's registration statement on Form S-1 (File No. 333-290732) under the heading "Description of Securities," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.
  2. F2. Reflects securities held directly by Bet on America II Sponsor LLC (the "Sponsor"). Benjamin Avery Friedman, Chief Executive Officer and Chief Financial Officer of BOA Acquisition Corp. II controls Bet on America II HoldCo LLC, the managing member of the Sponsor. As such, he may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Bet on America II HoldCo LLC. Mr. Friedman disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Indirect Class B shares held 5,980,714 shares Class B ordinary shares held indirectly through Bet on America II Sponsor LLC
Underlying Class A shares 5,980,714 shares Class B ordinary shares automatically convert into an equal number of Class A ordinary shares
Par value per share $0.0001 Par value of both Class B ordinary shares and Class A ordinary shares
Conversion ratio 1:1 Automatic conversion of Class B ordinary shares into Class A ordinary shares
Class B ordinary shares financial
"the Class B ordinary shares, par value $0.0001 per share, of the issuer"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class A ordinary shares financial
"convert into Class A ordinary shares, par value $0.0001 per share"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
automatic convert financial
"the Class B ordinary shares ... will automatically convert into Class A ordinary shares"
beneficial ownership financial
"he may be deemed to have or share beneficial ownership of the Class B ordinary shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest"

FAQ

What insider holdings does BOA Acquisition Corp. II (THEOU) report on this Form 3?
The Form 3 reports 5,980,714 Class B ordinary shares of BOA Acquisition Corp. II held indirectly through Bet on America II Sponsor LLC, with Benjamin Avery Friedman associated via control of the Sponsor’s managing member.

How can BOA Acquisition Corp. II (THEOU) Class B shares held by the Sponsor convert to Class A?
The Class B ordinary shares automatically convert one-for-one into Class A ordinary shares at the time of BOA Acquisition Corp. II’s initial business combination, or earlier at the holder’s option, subject to certain adjustments and with no expiration date.

What is Benjamin Avery Friedman’s relationship to the reported BOA Acquisition Corp. II (THEOU) shares?
Benjamin Avery Friedman controls Bet on America II HoldCo LLC, the managing member of the Sponsor holding the shares, and may be deemed to share beneficial ownership, but he disclaims beneficial ownership except for any pecuniary interest.

Are the reported BOA Acquisition Corp. II (THEOU) shares held directly or indirectly?
The 5,980,714 Class B ordinary shares are held indirectly through Bet on America II Sponsor LLC, with the Form 3 indicating indirect ownership and referencing a footnote describing the Sponsor structure.

Do the BOA Acquisition Corp. II (THEOU) Class B shares reported have an expiration date?
No. The filing states that the Class B ordinary shares have no expiration date and will convert into Class A ordinary shares on a one-for-one basis at the business combination or earlier at the holder’s option.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Friedman Benjamin A.
(Last)(First)(Middle)
C/O BOA ACQUISITION CORP. II
2600 VIRGINIA AVENUE NW, SUITE T23
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20037
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2026		3. Issuer Name and Ticker or Trading Symbol
BOA Acquisition Corp. II [ THEO ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares (1) (1)Class A ordinary shares5,980,714(1)ISee Footnote(2)
1. Name and Address of Reporting Person*
Friedman Benjamin A.
(Last)(First)(Middle)
C/O BOA ACQUISITION CORP. II
2600 VIRGINIA AVENUE NW, SUITE T23
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20037
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Bet on America II Sponsor LLC
(Last)(First)(Middle)
C/O BOA ACQUISITION CORP. II
2600 VIRGINIA AVENUE NW, SUITE T23
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20037
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Bet on America II HoldCo LLC
(Last)(First)(Middle)
C/O BOA ACQUISITION CORP. II
2600 VIRGINIA AVENUE NW, SUITE T23
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20037
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-290732) under the heading "Description of Securities," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.
2. Reflects securities held directly by Bet on America II Sponsor LLC (the "Sponsor"). Benjamin Avery Friedman, Chief Executive Officer and Chief Financial Officer of BOA Acquisition Corp. II controls Bet on America II HoldCo LLC, the managing member of the Sponsor. As such, he may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Bet on America II HoldCo LLC. Mr. Friedman disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Remarks:
Chief Executive Officer and Chief Financial Officer
/s/ Benjamin A. Friedman08/03/2026
/s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II Sponsor LLC08/03/2026
/s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II HoldCo LLC08/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR