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

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BOA Acquisition Corp. II director Jonathan Sassover reported initial beneficial ownership of 30,000 Class B ordinary shares on a Form 3. These Class B shares will automatically convert into 30,000 Class A ordinary shares at the time of the issuer’s initial business combination, or earlier at the holder’s option, on a one-for-one basis with no expiration date.

Positive

  • None.

Negative

  • None.
Insider Sassover Jonathan
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.
Class B shares held 30,000 Class B ordinary shares Beneficial ownership reported by Jonathan Sassover following the reported event
Underlying Class A shares 30,000 Class A ordinary shares Number of Class A ordinary shares into which the Class B shares will convert on a one-for-one basis
Par value per share $0.0001 per share Par value of both Class B and Class A ordinary shares as described in the security terms
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"
one-for-one basis financial
"convert into Class A ordinary shares ... on a one-for-one basis, subject to certain adjustments"
par value financial
"Class B ordinary shares, par value $0.0001 per share ... Class A ordinary shares, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

What did Jonathan Sassover report in his Form 3 for THEOU?

Jonathan Sassover reported beneficial ownership of 30,000 Class B ordinary shares of BOA Acquisition Corp. II, which are convertible into an equal number of Class A ordinary shares on a one-for-one basis.

How many shares does Jonathan Sassover effectively control in BOA Acquisition Corp. II (THEOU)?

Jonathan Sassover holds 30,000 Class B ordinary shares, which will convert into 30,000 Class A ordinary shares on a one-for-one basis, giving him exposure to 30,000 potential Class A shares upon conversion.

Do Jonathan Sassover’s Class B shares in THEOU have an expiration date?

The Class B ordinary shares have no expiration date. They automatically convert into Class A ordinary shares at the time of BOA Acquisition Corp. II’s initial business combination or earlier at the holder’s option.

What is the conversion feature of THEOU’s Class B ordinary shares reported by Jonathan Sassover?

Each Class B ordinary share converts into one Class A ordinary share at the time of BOA Acquisition Corp. II’s initial business combination, or earlier at the holder’s option, on a one-for-one basis subject to certain adjustments.

Is the Form 3 for THEOU reporting a new transaction or just holdings?

The Form 3 for BOA Acquisition Corp. II reports holdings only. It shows Jonathan Sassover’s beneficial ownership of 30,000 Class B ordinary shares, with no specific buy or sell transaction reported in this filing.

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

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Learn about SEC filing dates
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*
Sassover Jonathan

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares (1) (1)Class A ordinary shares30,000(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/ Jonathan Sassover08/03/2026
** 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)