[SCHEDULE 13G] BOA Acquisition Corp. II Passive Investment Disclosure (>5%)
BOA Acquisition II holder reports 8.5% stake
BOA Acquisition Corp. II has a large shareholder group led by Context Capital Management, LLC and affiliated entities and individuals, which reports beneficial ownership of 1,237,500 Class A ordinary shares.
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BOA Acquisition Corp. II has a large shareholder group led by Context Capital Management, LLC and affiliated entities and individuals, which reports beneficial ownership of 1,237,500 Class A ordinary shares. These shares are held as units, each unit containing one Class A ordinary share.
The filing states this position represents 8.5% of the 14,596,500 Class A ordinary shares outstanding, based on figures reported by the issuer in a Form 8-K dated August 5, 2026. All reporting persons list zero sole voting and dispositive power and shared voting and dispositive power over 1,237,500 shares, and each disclaims beneficial ownership except to the extent of pecuniary interest and disclaims membership in a group.
Key Figures
Beneficially Owned Shares:1,237,500 Class A ordinary sharesOwnership Percentage:8.5%Shares Outstanding:14,596,500 Class A ordinary shares+2 more
5 metrics
Beneficially Owned Shares1,237,500 Class A ordinary sharesShares beneficially owned by the reporting persons
Ownership Percentage8.5%Percentage of Class A ordinary shares beneficially owned
Shares Outstanding14,596,500 Class A ordinary sharesOutstanding Class A shares as reported in Form 8-K on August 5, 2026
Shared Voting Power1,237,500 sharesShares over which each reporting person has shared voting power
Shared Dispositive Power1,237,500 sharesShares over which each reporting person has shared dispositive power
"Each reporting person also disclaims beneficial ownership of the securities reported"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13Gregulatory
"The reporting persons are filing this jointly on a Schedule 13G basis"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared voting powerfinancial
"Shared Voting Power 1,237,500.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,237,500.00"
pecuniary interestfinancial
"except to the extent of that person's pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in THEOU does Context Capital Management report on this Schedule 13G?
Context Capital Management and affiliates report beneficial ownership of 1,237,500 Class A ordinary shares of BOA Acquisition Corp. II (symbol THEOU), representing 8.5% of the Class A shares outstanding as referenced in the filing.
How many BOA Acquisition Corp. II shares are outstanding according to this THEOU filing?
The filing states that 14,596,500 Class A ordinary shares of BOA Acquisition Corp. II are outstanding, based on a current report on Form 8-K filed on August 5, 2026 by the issuer, which is used to calculate the 8.5% ownership.
Do the THEOU reporting persons have sole or shared voting power over their BOA Acquisition shares?
Each reporting person shows 0 shares of sole voting power and 1,237,500 shares of shared voting power. They likewise report 0 shares of sole dispositive power and 1,237,500 shares of shared dispositive power over the Class A ordinary shares.
Who are the reporting persons in the THEOU Schedule 13G for BOA Acquisition Corp. II?
The reporting persons are Context Capital Management, LLC, Context Partners Master Fund, L.P., and individuals Michael S. Rosen, William D. Fertig, and Charles E. Carnegie. The LLC is general partner and investment adviser of the LP, and the individuals are control persons of the LLC.
What disclaimers of beneficial ownership are included in this THEOU Schedule 13G?
Each reporting person disclaims beneficial ownership of the securities except to the extent of that person’s pecuniary interest. The filing also states they are filing jointly but disclaim membership in a group, and the LP disclaims being a beneficial owner under Rule 13d-3.
How is the 8.5% ownership in THEOU calculated in this BOA Acquisition Corp. II filing?
The 8.5% figure is based on 1,237,500 Class A ordinary shares beneficially owned by the reporting persons divided by 14,596,500 Class A ordinary shares outstanding as reported by BOA Acquisition Corp. II in its August 5, 2026 Form 8-K.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BOA Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G1R08A1010
(CUSIP Number)
08/05/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G1R08A1010
1
Names of Reporting Persons
Context Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,237,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,237,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,236,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
G1R08A1010
1
Names of Reporting Persons
Michael S. Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,237,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,237,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G1R08A1010
1
Names of Reporting Persons
William D. Fertig
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,237,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,237,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G1R08A1010
1
Names of Reporting Persons
Charles E. Carnegie
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,237,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,237,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G1R08A1010
1
Names of Reporting Persons
Context Partners Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,237,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,237,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BOA Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
2600 VIRGINIA AVENUE NW, SUITE T23, MANAGEMENT OFFICE, WASHINGTON, DISTRICT OF COLUMBIA, 20037.
Item 2.
(a)
Name of person filing:
Context Capital Management, LLC ("LLC")
Michael S. Rosen ("Rosen")
William D. Fertig ("Fertig")
Charles E. Carnegie ("Carnegie")
Context Partners Master Fund, L.P. ("LP")
LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G1R08A1010
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See items 5-9 and 11 of the cover page for each reporting person.
(b)
Percent of class:
See items 5-9 and 11 of the cover page for each reporting person.
The Class A Ordinary shares beneficially owned by the Reporting Persons reported in this Schedule 13G consists of 1,237,500 units (each unit has 1 class A Ordinary share in it) held by the Reporting Persons. The percentages reported in the Schedule 13G are based on 14,596,500 Class A Ordinary shares outstanding as reported by the Issuer in a current report on Form 8-K filed on August 5, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(ii) Shared power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(iii) Sole power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
(iv) Shared power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
