{"filing":{"accession_number":"0001193125-26-335120","cik":"0002080216","ticker":null,"company_name":"BOA Acquisition Corp. II","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-03","primary_document":"d77489d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2080216/000119312526335120/d77489d8k.htm"},"events":[{"id":24744,"run_id":22437,"accession_number":"0001193125-26-335120","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"BOA Acquisition Corp. II, a SPAC, consummated its initial public offering on August 5, 2026, raising $143.75 million through the issuance of 14,375,000 units and entering into material definitive agreements including the Underwriting Agreement, Private Placement agreements, Investment Management Trust Agreement, and Registration Rights Agreement.","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25404,"accession_number":"0001193125-26-335120","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"BOA Acquisition Corp. II is a SPAC that consummated its IPO on August 5, 2026, raising $143.75 million through the issuance of 14,375,000 units. Item 1.01 discloses entry into multiple material definitive agreements in connection with the IPO, including the Underwriting Agreement, Private Placement agreements, Investment Management Trust Agreement, and Registration Rights Agreement. While technically an IPO rather than a traditional M\u0026A transaction, SPACs are acquisition vehicles formed specifically to effect a business combination, and the IPO represents the foundational capital-raising event that enables future M\u0026A activity. The disclosure of these agreements and the successful IPO closing constitute material events affecting the registrant's capital structure and future strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25408,"accession_number":"0001193125-26-335120","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"BOA Acquisition Corp. II disclosed the closing of its $143.75 million initial public offering on August 5, 2026, with details on trust account placement and use of proceeds. While this is technically an IPO announcement rather than earnings, the Item 8.01 disclosure and attached press releases (EX-99.1 and EX-99.2) announce the pricing and closing of a material capital-raising event. The most analogous category is earnings_release, as it represents a significant financial event disclosed via press release attachment, though the underlying event is an IPO rather than periodic financial results. This is material to investors as it establishes the company's capitalization and trust account mechanics for its SPAC structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24745,"run_id":22437,"accession_number":"0001193125-26-335120","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"BOA Acquisition Corp. II completed a private placement of 221,500 units at $10.00 per unit for $2,215,000 to the Sponsor and Private Placement Investors, concurrent with the IPO closing.","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25405,"accession_number":"0001193125-26-335120","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 221,500 units at $10.00 per unit for $2,215,000 to the Sponsor and Private Placement Investors, concurrent with the IPO closing. This is a classic dilutive equity issuance—unregistered securities sold to insiders and investors—which is the hallmark of Item 3.02 disclosure and materially affects the capital structure and ownership of a SPAC at its formation stage.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24746,"run_id":22437,"accession_number":"0001193125-26-335120","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Five directors (Dean Friedman, Jason Kahan, Jared Berlin, Jonathan Sassover, and Seth Schorr) were appointed to the board effective August 3, 2026, and assigned to the Audit, Compensation, and Nominating and Corporate Governance committees in connection with the company's IPO.","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25406,"accession_number":"0001193125-26-335120","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of five new directors (Dean Friedman, Jason Kahan, Jared Berlin, Jonathan Sassover, and Seth Schorr) to the board effective August 3, 2026, in connection with the company's IPO. The filing also details the appointment of these directors to specific board committees (Audit, Compensation, and Nominating and Corporate Governance). While the section also mentions an Administrative Services Agreement with the Sponsor, the principal disclosed action is the appointment of directors and their committee assignments, making this an exec_appointment event. This is material to investors as it establishes the governance structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24747,"run_id":22437,"accession_number":"0001193125-26-335120","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"Amended and restated articles of association for BOA Acquisition Corp. II became effective on the IPO closing date of August 5, 2026, as routine administrative documentation accompanying the IPO process.","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25407,"accession_number":"0001193125-26-335120","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The Item 5.03 disclosure concerns the effectiveness of amended and restated articles of association for a newly formed SPAC on its IPO closing date. While the amendment itself is a governance event, it is routine administrative documentation accompanying the IPO process and does not disclose a material change in governance structure, rights, or obligations that would affect investor assessment beyond what is already disclosed in the prospectus.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25404,"accession_number":"0001193125-26-335120","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"BOA Acquisition Corp. II is a SPAC that consummated its IPO on August 5, 2026, raising $143.75 million through the issuance of 14,375,000 units. Item 1.01 discloses entry into multiple material definitive agreements in connection with the IPO, including the Underwriting Agreement, Private Placement agreements, Investment Management Trust Agreement, and Registration Rights Agreement. While technically an IPO rather than a traditional M\u0026A transaction, SPACs are acquisition vehicles formed specifically to effect a business combination, and the IPO represents the foundational capital-raising event that enables future M\u0026A activity. The disclosure of these agreements and the successful IPO closing constitute material events affecting the registrant's capital structure and future strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05"},{"id":25405,"accession_number":"0001193125-26-335120","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 221,500 units at $10.00 per unit for $2,215,000 to the Sponsor and Private Placement Investors, concurrent with the IPO closing. This is a classic dilutive equity issuance—unregistered securities sold to insiders and investors—which is the hallmark of Item 3.02 disclosure and materially affects the capital structure and ownership of a SPAC at its formation stage.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05"},{"id":25406,"accession_number":"0001193125-26-335120","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the appointment of five new directors (Dean Friedman, Jason Kahan, Jared Berlin, Jonathan Sassover, and Seth Schorr) to the board effective August 3, 2026, in connection with the company's IPO. The filing also details the appointment of these directors to specific board committees (Audit, Compensation, and Nominating and Corporate Governance). While the section also mentions an Administrative Services Agreement with the Sponsor, the principal disclosed action is the appointment of directors and their committee assignments, making this an exec_appointment event. This is material to investors as it establishes the governance structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05"},{"id":25407,"accession_number":"0001193125-26-335120","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The Item 5.03 disclosure concerns the effectiveness of amended and restated articles of association for a newly formed SPAC on its IPO closing date. While the amendment itself is a governance event, it is routine administrative documentation accompanying the IPO process and does not disclose a material change in governance structure, rights, or obligations that would affect investor assessment beyond what is already disclosed in the prospectus.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05"},{"id":25408,"accession_number":"0001193125-26-335120","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"BOA Acquisition Corp. II disclosed the closing of its $143.75 million initial public offering on August 5, 2026, with details on trust account placement and use of proceeds. While this is technically an IPO announcement rather than earnings, the Item 8.01 disclosure and attached press releases (EX-99.1 and EX-99.2) announce the pricing and closing of a material capital-raising event. The most analogous category is earnings_release, as it represents a significant financial event disclosed via press release attachment, though the underlying event is an IPO rather than periodic financial results. This is material to investors as it establishes the company's capitalization and trust account mechanics for its SPAC structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:16.919491+00:00","company_name":"BOA Acquisition Corp. II","ticker":null,"filing_date":"2026-08-05"}]}