BOA Acquisition Corp. II (THEOU) director discloses 30,000 Class B shares convertible to Class A

Rhea-AI Filing Summary

BOA Acquisition Corp. II director Brian D. Friedman reported 30,000 Class B ordinary shares as an initial ownership position. These Class B shares will automatically convert into 30,000 Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, and have no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Friedman Brian D

Role Director

Type	Security	Shares	Price	Value
holding	Class B ordinary shares F1	--	--	--

Holdings After Transaction: Class B ordinary shares — 30,000 shares (Direct)

Footnotes (1)

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.

Key Figures

Class B shares held: 30,000 shares Underlying Class A shares: 30,000 shares Par value per share: $0.0001 per share

3 metrics

Class B shares held 30,000 shares Class B ordinary shares directly owned following the reported holding

Underlying Class A shares 30,000 shares Number of Class A ordinary shares issuable upon one-for-one conversion of Class B shares

Par value per share $0.0001 per share Par value of both Class B ordinary shares and corresponding Class A ordinary shares

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, one-for-one basis

4 terms

Class B ordinary shares financial

"The Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert"

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, of the issuer"

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.

initial business combination financial

"will automatically convert into Class A ordinary shares at the time of the issuer'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.

one-for-one basis financial

"will automatically convert into Class A ordinary shares ... on a one-for-one basis"

FAQ

What did Brian D. Friedman report in his Form 3 for THEOU?

Brian D. Friedman reported 30,000 Class B ordinary shares of BOA Acquisition Corp. II as a director. These Class B shares correspond to 30,000 underlying Class A shares upon conversion.

How many shares can Brian D. Friedman ultimately hold in Class A of THEOU?

He holds 30,000 Class B ordinary shares that are convertible into 30,000 Class A ordinary shares on a one-for-one basis, subject to specified adjustment provisions.

When do Brian D. Friedman’s Class B shares in THEOU convert to Class A?

The Class B ordinary shares will automatically convert at the time of the issuer’s initial business combination, or earlier at the option of the holder, based on a one-for-one exchange ratio.

Do the Class B ordinary shares reported by Brian D. Friedman expire?

The filing states that the Class B ordinary shares have no expiration date. They remain outstanding until they automatically convert into Class A ordinary shares or are otherwise transferred or disposed of.

What is the par value of the BOA Acquisition Corp. II shares reported?

Both the Class B ordinary shares and the corresponding Class A ordinary shares have a par value of $0.0001 per share, according to the security description referenced in the filing footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 07:10 PM Accepted by SEC EDGAR 08/03/2026 - 09:41 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED 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 Brian D

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	30,000	(1)	D

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.

Remarks:

None.

	/s/ Brian D. Friedman	08/03/2026
	** Signature of Reporting Person	Date
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)