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.
BOA Acquisition Corp. II director Dean A. Friedman reported beneficial ownership of 30,000 Class B ordinary shares, held directly. These Class B shares have a par value of $0.0001 per share and are convertible into 30,000 Class A ordinary shares on a one-for-one basis.
According to the terms described, the Class B shares will automatically convert into Class A shares at the time of the company’s initial business combination, or earlier at the option of the holder, and have no expiration date. This filing is an initial ownership report and does not reflect any purchase or sale transaction.
BOA Acquisition Corp. II director Jason Scott Kahan reported initial beneficial ownership of 30,000 Class B ordinary shares. These Class B shares have a par value of $0.0001 per share and 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, subject to certain adjustments. The Class B shares have no expiration date and are held directly.
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.
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.
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.
BOA Acquisition Corp. II, a Cayman Islands SPAC, is conducting an initial public offering of 12,500,000 units at $10.00 each, for a total of $125,000,000. Each unit comprises one Class A ordinary share and one right to receive one Class A share upon completing an initial business combination.
BOA will place $125,000,000 (or $143,750,000 with full over-allotment) in a U.S. trust account at $10.00 per unit. Public shareholders may redeem shares at cash equal to trust value per share in connection with a business combination, charter amendments affecting redemptions or timing, or if no deal closes within a 12‑month “completion window,” which shareholders may extend via further votes and redemptions.
The sponsor holds 6,160,714 founder shares bought for $25,000 and will own 201,500 private placement units, while additional investors will buy 20,000 private units, all at $10.00. Founder Class B shares convert into Class A with anti‑dilution provisions targeting 30% of post‑offering ordinary shares plus equity issued at the business combination, which may cause material dilution to public shareholders. The sponsor also may provide up to $2,500,000 of working capital loans convertible into units and will receive $13,333 per month for office and support services.