BOA Acquisition Corp. II 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Unregistered Sales of Equity Securities On August 5, 2026, simultaneously with the closing of our initial public offering, we consummated the private placement of 221,500 private placement units at a price of $10.00 per unit to our Sponsor and certain institutional investors, generating gross proceeds of $2,215,000. Each private placement unit consists of one Class A ordinary share and one right to receive one Class A ordinary share upon consummation of our initial business combination. Use of Proceeds from the Initial Public Offering On August 5, 2026, we consummated our initial public offering of 14,375,000 units, including 1,875,000 units issued upon the underwriters’ full exercise of their over-allotment option, at $10.00 per unit, generating gross proceeds of $143,750,000. The securities sold in the initial public offering were registered under the Securities Act on a Registration Statement on Form S-1 (File No. 333-290732), which was declared effective on August 3, 2026. D. Boral Capital LLC acted as representative of the underwriters. We paid a total of $630,000 in underwriting discounts and commissions, net of $120,000 of reimbursements, and $1,904,100 for other costs and expenses related to the initial public offering, of which $265,709 was paid to The Avery Companies LLC, an affiliate of our Chief Executive Officer and Chief Financial Officer. There is no deferred underwriting commission payable to the underwriters. A total of $143,750,000 of the net proceeds of the initial public offering and the private placement was placed in the Trust Account. There has been no material change in the planned use of proceeds from that described in the Prospectus. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.