THEO · BOA Acquisition Corp. II · Off Exchange

Substantial doubt about the company's ability to continue as a going concern.

“The Company has incurred and expects to incur significant costs in pursuit of the Company's acquisition plans, and has one year from the IPO date to complete a Business Combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern, for a period of time within one year after the date that the financial statements are issued. The Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 6). Management plans to address this uncertainty through an initial Business Combination. There is no assurance that the Company's plans to consummate a Business Combination will be successful within the Combination Period.”