THEO 10-Q
BOA Acquisition Corp. II (THEO)
Table of Contents
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
(Zip Code) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Table of Contents
BOA ACQUISITION CORP. II
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
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June 30, |
December 31, |
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2026 |
2025 |
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(Unaudited) |
(Audited) |
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ASSETS |
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Deferred offering costs |
$ | $ | ||||||
TOTAL ASSETS |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDER’S DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
$ | $ | ||||||
Accrued offering costs |
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Total current liabilities |
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LONG-TERM LIABILITIES |
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Note payable – related party |
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Total liabilities |
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Commitments and Contingencies (Note 7) |
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STOCKHOLDER’S DEFICIT |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ (1) |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholder’s Deficit |
( |
) | ( |
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TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT |
$ | $ | ||||||
| (1) | This number includes up to |
Three Months Ended June 30, |
Six Months Ended June 30, |
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2026 |
2026 |
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Formation, general and administrative expenses |
$ | $ | ||||||
NET LOSS |
$ | ( |
) | $ | ( |
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Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) |
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Basic and diluted net loss per Class B ordinary share |
$ | ( |
) |
$ | ( |
) | ||
( 1) |
This number excludes up to |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Deficit |
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Shares |
Amount |
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Balance—December 31, 2025 |
$ | $ | $ | ( |
) | $ | ( |
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Net loss |
— | ( |
) | ( |
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Balance—March 31, 2026 |
$ | $ | $ | ( |
) | $ | ( |
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Net loss |
— | ( |
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Balance—June 30, 2026 |
$ | $ | $ | ( |
) | $ | ( |
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Six Months Ended June 30, 2026 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Operating expenses paid by Sponsor |
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| Net cash provided by financing activities |
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NET CHANGE IN CASH |
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CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
$ | |||
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES |
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Deferred offering costs included in accrued offering costs |
$ | |||
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
| 1. | On June 17, 2026, BOA’s sponsor forfeited |
| 2. | The anticipated administrative service agreement has decreased from $ |
| 3. | The anticipated underwriting fee has changed from $ |
| 4. | The terms of the Units in the IPO have changed from one-eighth (1/8) Rights to one (1) Right |
| 5. | The size of the deal has decreased from |
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to BOA Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Bet on America II Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Prospectus. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on July 24, 2025. Our business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our initial business combination (“Business Combination”). We are not limited to a particular industry or geographic region, although we intend to focus our search on opportunities involving direct investments in real estate and infrastructure assets, particularly within the energy, telecommunications and transportation sectors.
As of June 30, 2026, we had not commenced any operations and had not completed our initial public offering. All activity from our inception on July 24, 2025 through June 30, 2026 related to our formation and preparation for our IPO (as defined below).
Initial Public Offering and Private Placement
On August 5, 2026, the Company consummated its initial public offering (the “IPO”) of 14,375,000 units (the “Units” and, with respect to the Class A common shares included in the Units offered, the “Public Shares”) at $10.00 per Unit, raising $14,375,000 of gross proceeds. Of the 14,375,000 Units issued, 12,500,000 Units were included in the Company’s initial offering, and 1,875,000 Units resulted from the underwriter fully exercising its over-allotment option.
Transaction costs were $2,534,100, consisting of $630,000 cash underwriting fees and $1,904,100 of other offering costs. Of this amount, $265,709 were with a related party.
Simultaneously with the closing of the IPO, the Company completed a private sale of 221,500 private placement units (“Private Placement Units”) at $10.00 per Private Placement Unit, to Bet on America II Sponsor LLC (the “Sponsor”) and certain institutional investors (the “Private Placement Investors”) for an aggregate purchase price of $2,215,000 (the “Private Placement”). Of this amount, 101,500 units, for proceeds of $1,015,000, were with the Sponsor.
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If the Company is unable to complete a Business Combination within 12 months from the closing of the IPO (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay liquidation and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. We do not expect to generate any operating revenues until the closing and completion of our initial Business Combination. Subsequent to the IPO, we generate non-operating income in the form of interest income on the funds held in the Trust Account. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net loss of $20,767, which consisted of formation, general and administrative expenses. We were incorporated on July 24, 2025 and therefore had no operations and incurred no expenses during the three months ended June 30, 2025.
For the six months ended June 30, 2026, we had a net loss of $51,370, which consisted of formation, general and administrative expenses. We were incorporated on July 24, 2025 and therefore had no operations and incurred no expenses during the six months ended June 30, 2025.
Liquidity and Capital Resources
As of June 30, 2026, we had no cash and a working capital deficit of $1,230,828.
Sources of cash
Through June 30, 2026, our liquidity needs had been satisfied through the receipt of $25,000 from the sale of the founder shares to our Sponsor and amounts advanced by our Sponsor under an unsecured promissory note, of which $72,218 was outstanding as of June 30, 2026.
Following the IPO, we had $873,727 in our operating bank account and working capital of $709,946.
Uses of cash
The following table summarizes our cash flow:
| Six Months Ended June 30, 2026 |
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| Net cash used in operating activities |
$ | (31,157 | ) | |
| Net cash provided by financing activities |
$ | 31,157 | ||
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| Net change in cash |
$ | — | ||
For the six months ended June 30, 2026, net cash used in operating activities was $31,157, consisting of a net loss of $51,370 partially offset by a $20,213 increase in accounts payable and accrued expenses. Net cash provided by financing activities of $31,157 consisted of operating expenses paid on our behalf by an affiliate of our Sponsor and added to the promissory note. We held no cash at any point during the period.
We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
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Over the next 12 months (assuming a Business Combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Going Concern
We have until August 5, 2027 to consummate an initial Business Combination. It is uncertain whether we will be able to consummate an initial Business Combination by that date. If an initial Business Combination is not consummated by that date, and the period is not extended, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, and any subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 5, 2027. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Contractual Obligations
As of June 30, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than the promissory note payable to an affiliate of our Sponsor, which was repaid in full on August 5, 2026.
Critical Accounting Estimates
The preparation of our condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could materially differ from those estimates. There were no critical accounting estimates as of or during the three and six months ended June 30, 2026.
Recent Accounting Pronouncements
Please refer to Note 2, Summary of Significant Accounting Policies, in “Part I. Financial Information — Item 1. Financial Statements” for a discussion of recent accounting pronouncements.
JOBS Act
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we have elected to use the extended transition period for complying with new or revised accounting standards. As a result, our condensed financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on this evaluation, our principal executive officer and principal financial officer have concluded that due to inadequate segregation of duties within account processes and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping, during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level and, accordingly, do not provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BOA ACQUISITION CORP. II | ||||||
| Date: August 26, 2026 | /s/ Benjamin A. Friedman | |||||
| Name: | Benjamin A. Friedman | |||||
| Title: | Chief Executive Officer and Chief Financial Officer | |||||
| (Principal Executive and Financial Officer) | ||||||
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