UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40102


BOA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)


Delaware		85-4252723
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2600 Virginia Ave NW,

Suite T23 Management Office

Washington, D.C.

20037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 211-3261

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	BOAS.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	BOAS	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share	BOAS WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 19, 2022, there were 23,000,000 Class A common shares and 5,750,000 Class B common shares, $0.0001 par value, issued and outstanding.

Table of Contents

BOA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements		1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	1
	Condensed Statements of Operations (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	3
	Condensed Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Financial Statement (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26
Part II. Other Information		28
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		29
Signatures		30

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOA ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash	$	10,434	$	760,576
Prepaid expenses		230,714		280,310
Total current assets		241,148		1,040,886
NONCURRENT ASSETS
Cash held in trust account		230,329,107		230,011,790
Other assets		—		22,917
Total noncurrent assets		230,329,107		230,034,707
TOTAL ASSETS	$	230,570,255	$	231,075,593

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	253,230	$	175,743
Franchise tax payable		100,000		200,050
Income taxes payable		9,130		—
Total current liabilities		362,360		375,793
LONG-TERM LIABILITIES
Deferred underwriting commissions		8,050,000		8,050,000
Derivative warrant liabilities		2,410,167		7,883,408
Total liabilities		10,822,527		16,309,201

Commitments and Contingencies (Note 9)

Redeemable Class A common stock, $0.0001 par value; 23,000,000 as of June 30, 2022 and December 31, 2021, respectively, subject to possible redemption at $10.00 per share		230,019,927		230,000,000

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 23,000,000 subject to possible redemption) as of June 30, 2022 and December 31, 2021, respectively		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		575		575
Additional paid-in capital		—		—
Accumulated deficit		(10,272,774)		(15,234,183)
Total Stockholders’ Deficit		(10,272,199)		(15,233,608)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	230,570,255	$	231,075,593

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BOA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
OPERATING EXPENSES
General and administrative expenses	$	284,817	$	149,778	$	700,107	$	222,422
Franchise tax expense		50,000		50,000		100,000		100,000
Total operating expenses		(334,817)		(199,778)		(800,107)		(322,422)

OTHER INCOME (EXPENSE)
Interest earned on marketable securities held in Trust Account		313,919		3,473		317,317		3,473
Interest earned on operating cash		2		—		15		—
Underwriting discounts and offering costs attributed to derivative warrant liability		—		—		—		(438,197)
Change in fair value of derivative warrant liability		1,566,583		2,666,342		5,473,241		1,846,825
Total other income (expense)		1,880,504		2,669,815		5,790,573		1,412,101

INCOME (LOSS) BEFORE INCOME TAX		1,545,687		2,470,037		4,990,466		1,089,679
Income tax expense (benefit)		9,130		—		9,130		—
NET INCOME (LOSS)	$	1,536,557	$	2,470,037	$	4,981,336	$	1,089,679

Basic and diluted weighted average shares outstanding, Class A common stock		23,000,000		23,000,000		23,000,000		15,883,978
Basic and diluted net income per share, Class A common stock	$	0.05	$	0.09	$	0.17	$	0.05

Basic and diluted weighted average shares outstanding, Class B common stock		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net income per share, Class B common stock	$	0.05	$	0.09	$	0.17	$	0.05

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BOA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance—December 31, 2021	5,750,000	$	575	$	—	$	(15,234,183)	$	(15,233,608)
Net income	—		—		—		3,444,779		3,444,779
Balance—March 31, 2022	5,750,000	$	575	$	—	$	(11,789,404)	$	(11,788,829)
Remeasurement of Class A common stock subject to possible redemption	—		—		—		(19,927)		(19,927)
Net income	—		—		—		1,536,557		1,536,557
Balance—June 30, 2022	5,750,000	$	575	$	—	$	(10,272,774)	$	(10,272,199)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance—December 31, 2020	5,750,000	$	575	$	24,425	$	(943)	$	24,057
Remeasurement of Class A common stock subject to possible redemption	—		—		(24,425)		(20,245,512)		(20,269,937)
Net loss	—		—		—		(1,380,358)		(1,380,358)
Balance—March 31, 2021	5,750,000	$	575	$	—	$	(21,626,813)	$	(21,626,238)
Net income	—		—		—		2,470,037		2,470,037
Balance – June 30, 2021	5,750,000	$	575	$	—	$	(19,156,776)	$	(19,156,201)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BOA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	4,981,336	$	1,089,679
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(317,317)		(3,473)
Underwriting discounts and offering costs attributed to warrant liability		—		438,197
Change in fair value of warrant liability		(5,473,241)		(1,846,825)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		72,513		(448,922)
Accounts payable and accrued expenses		77,487		28,007
Franchise tax payable		(100,050)		100,000
Income tax payable		9,130		—
Net cash used in operating activities		(750,142)		(643,337)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account		—		(230,000,000)
Net cash used in investing activities		—		(230,000,000)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid		—		225,161,865
Proceeds from sale of Private Placement Warrants		—		6,575,000
Net cash provided by financing activities		—		231,736,865

NET CHANGE IN CASH		(750,142)		1,093,528
CASH, BEGINNING OF PERIOD		760,576		25,050
CASH, END OF PERIOD	$	10,434	$	1,118,578

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative warrant liability	$	—	$	14,723,749
Initial classification of common stock subject to possible redemption	$	—	$	230,000,000
Remeasurement of Class A common stock subject to possible redemption	$	19,927	$	20,269,937
Deferred underwriting fees charged to additional paid in capital	$	—	$	8,050,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

SEC Form 10-Q filed by BOA Acquisition Corp.