BOA Acquisition (NASDAQ: THEO) raises $143.75M, flags survival risk
Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary
BOA Acquisition Corp. II (THEO), a Cayman Islands SPAC focused on real estate and infrastructure-related assets, reported a small operating loss while preparing for its IPO in the quarter ended June 30, 2026. The company had total assets of $1,173,705, entirely deferred offering costs, and total liabilities of $1,303,046, resulting in a shareholder’s deficit of $129,341.
For the three and six months ended June 30, 2026, BOA recorded net losses of $20,767 and $51,370, respectively, with no revenue as it has not commenced operations. As of June 30, 2026, it had no cash and a working capital deficit of $1,230,828, funded by a $72,218 related-party promissory note and $25,000 of founder capital.
Subsequent to quarter end, on August 5, 2026, BOA completed its IPO of 14,375,000 units at $10.00, raising $143,750,000 for deposit in a trust account, and a concurrent private placement of 221,500 units for $2,215,000 to fund expenses. The company has 12 months from the IPO closing to complete a business combination, or it must liquidate. Management discloses substantial doubt about its ability to continue as a going concern and reports ineffective disclosure controls due to inadequate segregation of duties and insufficient written policies.
Positive
- $143,750,000 raised in the IPO and $2,215,000 in a private placement provide substantial capital in a Trust Account and outside cash to pursue a business combination within the defined combination period.
Negative
- As of June 30, 2026 the company had no cash and a working capital deficit of $1,230,828, relying on sponsor funding while incurring formation and offering costs.
- Management states that conditions, including the limited time to complete a deal, raise substantial doubt about the company’s ability to continue as a going concern within one year of the financial statement issuance date.
- Disclosure controls and procedures were deemed not effective due to inadequate segregation of duties and insufficient written policies and procedures for accounting, IT and financial reporting.
