IPOs & Offerings

BOA Acquisition Corp. II Prospectus Details Proposed SPAC Unit Offering

BOA Acquisition Corp. II’s prospectus describes a proposed initial public offering of units and a strategy to seek a future business combination, with a focus on real estate and infrastructure assets.

By Carter Hayes · August 5, 2026

Prospectus describes proposed unit offering

BOA Acquisition Corp. II filed a prospectus for an initial public offering of its securities. The company is a newly incorporated Cayman Islands blank-check company formed to pursue a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.

Each unit is offered at $10.00 and includes one Class A ordinary share and one right. The right entitles its holder to receive one Class A ordinary share upon consummation of the company’s initial business combination.

The prospectus provides the underwriters with a 45-day option to purchase additional units to cover over-allotments. It identifies D. Boral Capital as sole book-running manager and says the units were approved for Nasdaq Global Market listing under the symbol THEOU.

Funds and timing remain contingent on closing

The filing is a prospectus for an offering and states that the underwriters expected to deliver units to purchasers on or about August 5, 2026. The prospectus date is August 3, 2026.

The company says that proceeds from the offering and private placement are to be deposited into a U.S.-based trust account, with Odyssey Transfer and Trust Company serving as trustee. The filing describes release conditions that include completion of an initial business combination, specified shareholder redemptions connected to charter amendments, or redemption of public shares if no transaction is completed within the applicable period.

BOA Acquisition Corp. II says it will have 12 months after the offering closes to complete an initial business combination. Shareholders may vote on amendments to extend that period, and holders of public shares may have redemption rights in connection with an extension.

Company has not identified a target

BOA Acquisition Corp. II states that it has not selected a business-combination target. It also says neither the company nor anyone acting on its behalf has engaged in substantive discussions with a target regarding an initial business combination.

The company may pursue an opportunity at any development stage and in any industry or geography. Its stated intended focus is direct investments in real estate and infrastructure assets, particularly in energy, telecommunications and transportation.

The prospectus describes potential real-estate opportunities that include income-generating assets and operating businesses across commercial and residential categories. Its infrastructure focus includes energy, telecommunications and transportation-related assets and businesses.

Shareholder rights and sponsor securities

Public shareholders may redeem all or part of their Class A ordinary shares upon completion of an initial business combination. In certain circumstances involving a shareholder vote, a public shareholder acting with affiliates or a group may be restricted from redeeming more than 15% of the shares sold in the offering without company consent.

If the company does not complete an initial business combination within its completion window, it says it will redeem all public shares using funds in the trust account, subject to applicable law and stated conditions. The filing also notes that creditor claims could have priority over public shareholders’ claims to trust-account assets.

The sponsor and certain private-placement investors agreed to purchase private-placement units in transactions intended to close simultaneously with the offering. The prospectus says founder-share conversion provisions, private-placement securities and potential conversions of working-capital loans may dilute public shareholders.