0001193125-26-205127
SEC filingBOA Acquisition Corp. II is a blank check company seeking to effect an initial business combination with real estate and infrastructure targets, raising $200 million through 20 million units at $10 each, with $200 million to be held in trust for up to 24 months.
BOA Acquisition Corp. II represents the second SPAC vehicle for its core management team, who successfully took BOA Acquisition Corp public in 2021 and completed a business combination with Selina Hospitality in 2022. This experience provides a competitive edge in sourcing and executing deals, particularly in real estate and infrastructure sectors where the team has deep networks. The $200 million trust (100% of gross proceeds) targets businesses with >$500 million enterprise value, emphasizing high-quality income-generating assets like commercial real estate, energy infrastructure, and telecom networks. The structure maintains sponsor ownership at 25% post-IPO through founder shares bought for $25,000, ensuring alignment but creating ~98% immediate dilution in maximum redemption scenarios.
Financially, the company has minimal pre-IPO activity with a $103K net loss since inception and no cash, relying on sponsor loans (up to $300K outstanding). Post-IPO, $1.4M working capital supports 24-month search, with $20K/month administrative fees to sponsor. Private placements add $6M liquidity: sponsor's 400K units ($4M), underwriters' 200K ($2M), and institutional non-managing members indirectly via sponsor interests (300K units, 3M founder share economic interest without voting rights).
Key risks center on execution: no target identified, high redemption potential (up to 100%, limited to 15% per shareholder group without consent), and sponsor/management conflicts from other fiduciary duties. Founder shares' anti-dilution (25% post-conversion stake) exacerbates dilution if additional equity issued for deal. Management's track record mitigates some execution risk, but SPAC market headwinds (redemptions, regulatory scrutiny) loom large. Governance features Class B voting control pre-combination, controlled company status, and Cayman incorporation with tax exemption.
Investor appeal lies in sector focus and team's proprietary deal flow, but success hinges on low redemptions and attractive target in competitive landscape. Post-combination, Nasdaq listing targeted with THEO/THEOR tickers.