UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On August 5, 2026, BOA Acquisition Corp. II (the “Company”) completed (i) its initial public offering (the “IPO”) of 14,375,000 units (the “Units”) at an offering price of $10.00 per Unit, each Unit consists of one Class A Ordinary Share, $0.0001 par value per share (the “Class A Ordinary Shares”) and one right to receive one Class A Ordinary Share upon the Company’s consummation of an initial business combination (the “Public Rights”), generating gross proceeds of $143,750,000 (before underwriting discounts and commissions and offering expenses), and (ii) a private placement of an aggregate of 221,500 private placement units (the “Private Placement Units”), generating gross proceeds of $2,215,000 (the “Private Placement”). The Private Placement Units are identical to the Public Units, except that they (i) are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (ii) are entitled to registration rights.
A total of $143,750,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 12 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 12 months from the closing of the IPO, subject to applicable law.
An audited balance sheet as of August 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO and Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 99.1 | Audited Balance Sheet | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 12, 2026
| BOA Acquisition Corp. II | ||
| By: | /s/ Benjamin A. Friedman | |
| Name: | Benjamin A. Friedman | |
| Title: | Chief Executive Officer and Chief Financial Officer | |