UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended September 30, 2021

☐ 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 November 3, 2021, there were 23,000,000 Class A common shares and 5,750,000 Class B common shares, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)		1
	Condensed Balance Sheets as of September 30, 2021 and December 30, 2021	1
	Condensed Statements of Operations	2
	Condensed Statements of Changes in Stockholders’ (Deficiency) Equity	3
	Condensed Statement of Cash Flows	4
	Notes to Condensed Financial Statements (As Restated)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)		22
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures (As Restated)		24
Part II. Other Information		26
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Signatures		28


	September 30,		December 31,
	2021		2020
ASSETS
CURRENT ASSETS
Cash	$	819,720	$	25,050
Prepaid expenses		287,319		—
Total current assets		1,107,039		25,050
NONCURRENT ASSETS
Cash held in trust account		230,006,946		—
Other assets		91,667		—
Deferred offering costs associated with initial public offering		—		8,000
Total noncurrent assets		230,098,613		8,000
TOTAL ASSETS	$	231,205,652	$	33,050

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	102,702	$	993
Accrued deferred offering costs		—		8,000
Franchise tax payable		150,000		—
Total current liabilities		252,702		8,993
LONG-TERM LIABILITIES
Deferred underwriting commissions		8,050,000		—
Derivative warrant liabilities		8,599,833		—
Total liabilities		16,902,535		8,993

Commitments and Contingencies (Note 9)

Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of September 30, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share		230,000,000		—

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(15,697,458)		(943)
Total Stockholders’ Equity (Deficit)		(15,696,883)		24,057
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	231,205,652	$	33,050


	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
OPERATING EXPENSES
General and administrative expenses	$	442,514	$	664,936
Franchise tax expense		50,000		150,000
Total operating expenses		492,514		814,936

OTHER INCOME (EXPENSE)
Interest earned on marketable securities held in Trust Account		3,473		6,946
Interest earned on operating cash		18		18
Underwriting discounts and offering costs attributed to derivative warrant liability		—		(438,197)
Change in fair value of derivative warrant liability		3,948,341		5,795,166
Total other income		3,951,832		5,363,933

INCOME BEFORE INCOME TAX		3,459,318		4,548,997
Income tax expense (benefit)		—		—
NET INCOME	$	3,459,318	$	4,548,997

Basic and diluted weighted average shares outstanding, Class A common stock		23,000,000		18,282,051
Basic and diluted net income per share, Class A common stock	$	0.12	$	0.19

Basic and diluted weighted average shares outstanding, Class B common stock		5,750,000		5,750,000
Basic and diluted net income per share, Class B common stock	$	0.12	$	0.19


	Class B			Additional		Retained Earnings		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)
Net income	—		—		—		3,459,318		3,459,318
Balance—September 30, 2021	5,750,000	$	575	$	—	$	(15,697,458)	$	(15,696,883)


	Nine Months Ended
	September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,548,997
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(6,946)
Underwriting discounts and offering costs attributed to warrant liability		438,197
Change in fair value of warrant liability		(5,795,166)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(378,986)
Accounts payable and accrued expenses		101,709
Franchise tax payable		150,000
Net cash used in operating activities		(942,195)

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		794,670
CASH, BEGINNING OF PERIOD		25,050
CASH, END OF PERIOD	$	819,720

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


			Correction of the
			Error in accounting
			For the Private
Statement of Operations for the nine months ended September 30, 2021 (unaudited)	As previously reported		Placement Warrants		As Restated
Change in fair value of derivative warrant liabilities	$	6,123,916	$	(328,750)	$	5,795,166
Net income	$	4,877,747	$	(328,750)	$	4,548,997
Basic and diluted Class A net income (loss) per share	$	0.20	$	(0.01)	$	0.19
Basic and diluted Class B net income (loss) per share	$	0.20	$	(0.01)	$	0.19


	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,006,946	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	4,523,333	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	4,076,500


	Initial Measurement
Strike price	$	11.50
Term (in years)		6.0
Risk-free rate		0.9	%
Volatility		17.0	%
Dividend yield		0.0	%
Fair value of Public Warrants	$	1.02
Fair value of Private Placement Warrants	$	1.05


	As of
	September 30, 2021
Strike price	$	11.50
Term (in years)		5.42
Risk-free rate		1.05	%
Volatility		13.4	%
Dividend yield		0.0	%
Fair value of Private Placement Warrants	$	0.62


			Private Placement		Total Derivative
	Public Warrants		Warrants		Warrant Liability
Derivative warrant liabilities at December 31, 2020	$	—	$	—	$	—
Issuance of Public and Private Warrants		7,819,999		6,903,750		14,723,749
Change in fair value of warrant liabilities		306,667		184,100		490,767
Derivative warrant liabilities at March 31, 2021	$	8,126,666	$

SEC Form 10-Q/A filed by BOA Acquisition Corp. (Amendment)