BOA Acquisition II director reports 30,000 Class B shares

BOA Acquisition Corp. II director Seth Schorr reported his initial beneficial ownership on Class B ordinary shares.

Rhea-AI Filing Summary

BOA Acquisition Corp. II director Seth Schorr reported his initial beneficial ownership on Class B ordinary shares. He holds 30,000 Class B ordinary shares, owned directly, which are convertible into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination or earlier at his option, with no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schorr Seth

Role Director

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

Holdings After Transaction: Class B ordinary shares — 30,000 contracts (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 owned: 30,000 shares Underlying Class A shares: 30,000 shares Par value per share: $0.0001

3 metrics

Class B shares owned 30,000 shares Directly held Class B ordinary shares reported as beneficial ownership

Underlying Class A shares 30,000 shares Class B ordinary shares automatically convert into an equal number of Class A shares

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

Key Terms

Class B ordinary shares, initial business combination, automatically convert, 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"

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.

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.

automatically convert financial

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

one-for-one basis financial

"automatically convert into Class A ordinary shares ... on a one-for-one basis, subject to certain adjustments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Seth Schorr report in his Form 3 for THEOU (BOA Acquisition Corp. II)?

Seth Schorr reported initial ownership of 30,000 Class B ordinary shares of BOA Acquisition Corp. II, held directly. These Class B shares are convertible into Class A shares on a one-for-one basis at the company’s initial business combination or earlier at his option.

How many BOA Acquisition Corp. II Class B shares does Seth Schorr own (ticker THEOU)?

Seth Schorr beneficially owns 30,000 Class B ordinary shares of BOA Acquisition Corp. II. The filing indicates these shares are held directly and will convert into an equal number of Class A ordinary shares upon the company’s initial business combination or earlier at his option.

Are Seth Schorr’s Class B shares in THEOU convertible into Class A shares?

Yes. The Form 3 states that his Class B ordinary shares will automatically convert one-for-one into Class A ordinary shares at BOA Acquisition Corp. II’s initial business combination, or earlier at the holder’s option, and they have no expiration date.

Does the Form 3 for THEOU show any recent buy or sell transactions by Seth Schorr?

No. The Form 3 lists a holding entry of 30,000 Class B ordinary shares but does not report any purchase or sale transactions. It functions as an initial statement of beneficial ownership rather than recording new trades.

What is the significance of Class B ordinary shares reported in THEOU’s Form 3?

The Class B ordinary shares represent founder-type equity that will automatically convert into Class A ordinary shares one-for-one at BOA Acquisition Corp. II’s initial business combination or earlier at the holder’s option, providing potential future Class A ownership with no stated expiration.

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

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Accepted by SEC EDGAR 08/03/2026 - 09:41 PM EDT 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^*

Schorr Seth

(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/ Seth Schorr	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)