BOA Acquisition Corp. II (THEOU) director discloses 30,000 Class B shares with 1:1 conversion

Rhea-AI Filing Summary

BOA Acquisition Corp. II director Jared Michael Berlin reported initial ownership of 30,000 Class B ordinary shares on a Form 3. These Class B ordinary shares have a par value of $0.0001 per share and are reported as directly owned. According to the company’s described terms, each Class B ordinary share will automatically convert into one Class A ordinary share, also with a par value of $0.0001 per share, at the time of the issuer’s initial business combination, or earlier at the holder’s option, and the Class B shares have no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Berlin Jared Michael

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 +1 more

4 metrics

Class B shares held 30,000 shares Directly owned Class B ordinary shares reported on Form 3

Underlying Class A shares 30,000 shares Class B ordinary shares automatically convert into Class A on a one-for-one basis

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

Expiration date of Class B shares No expiration date Class B ordinary shares have no expiration date per securities description

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, automatic conversion

4 terms

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.

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.

automatic conversion financial

"will automatically convert into Class A ordinary shares, par value $0.0001 per share"

FAQ

What insider stake did Jared Michael Berlin report in BOA Acquisition Corp. II (THEOU)?

Jared Michael Berlin reported 30,000 Class B ordinary shares of BOA Acquisition Corp. II on his Form 3, all held as direct ownership, establishing his initial disclosed equity position as a director.

How do BOA Acquisition Corp. II (THEOU) Class B ordinary shares convert into Class A shares?

Each Class B ordinary share will automatically convert 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, subject to certain adjustments and with no expiration date.

What is the par value of BOA Acquisition Corp. II (THEOU) Class B and Class A shares?

Both the Class B ordinary shares and the Class A ordinary shares of BOA Acquisition Corp. II have a stated par value of $0.0001 per share, as described in its securities description.

Does Jared Michael Berlin’s Form 3 for THEOU show any recent share purchases or sales?

The Form 3 for Jared Michael Berlin reports a holding entry of 30,000 Class B ordinary shares and does not show any purchase or sale transactions; it establishes beneficial ownership rather than recording new trades.

Do the Class B ordinary shares reported by Jared Michael Berlin in THEOU have an expiration date?

The Class B ordinary shares reported by Jared Michael Berlin have no expiration date. They are designed to automatically convert into Class A ordinary shares in connection with the initial business combination or earlier at the holder’s option.

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 - 09:51 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^*

Berlin Jared Michael

(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/ Jared Michael Berlin	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)