BOA Acquisition Corp II-A美股招股说明书(2026-08-04版)

BOA Acquisition Corp. II 12,500,000 Units BOA Acquisition Corp. II is a newly incorporated blank check company incorporated for the purpose of effecting a merger, amalgamation, shareexchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughoutthis prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone onour behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial businesscombination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share and oneright to receive one ClassA ordinary share upon the consummation of an initial business combination. We have also granted the underwriters a 45-dayoption to purchase up to an additional 1,875,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initialbusiness combination, all or a portion of their ClassA ordinary shares upon the completion of our initial business combination at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to theconsummation of our initial business combination, including interest, divided by the number of then outstanding public shares, subject to the limitationsdescribed herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum andarticles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholderis acting in concert or as a “group” (as defined under Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restrictedfrom redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We will have 12months from the closing of this offering to consummate an initial business combination. In addition, our shareholders can also vote at any time to amendour amended and restated memorandum and articles of association to extend the amount of time we will have to complete an initial businesscombination, in each case as further described herein. There is no limit on the number of times our shareholders can vote to amend our amended andrestated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination, and any suchextension may be for any amount of time. We refer to the time period we have to complete an initial business combination, as it may be extended asdescribed above, as the “completion window.” If our completion window is extended by an amendment to our amended and restated memorandum andarticles of association, holders of our public shares will be entitled to vote on such amendment and to redeem their shares in connection with any suchextension, regardless of whether they abstain, vote in favor of or vote against such extension. If we have not completed our initial business combinationwithin the completion window or we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles ofassociation to further extend the time to complete our initial business combination, we will redeem 100% of 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 taxes payable and up to $100,000 of interestto pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions asfurther described herein.Please see “Redemption of Public Shares and Liquidation if no Initial Business Combination” on page 145 for moreinformation. Table of Contents Prior to this offering, there has been no public market for our units, ClassA ordinary shares or rights. Our units have been approved for listing onthe Nasdaq Global Market (“Nasdaq”) under the symbol “THEOU” and are expected to begin trading on August 4, 2026. The ClassA ordinary sharesand rights constituting the units will begin separate trading on the 52ndday following the date of this prospectus (or, if such date is not a business day,the following business day), subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the ClassAordinary shares and rights will be listed on Nasdaq under the symbols “THEO”, and “THEOR,”