BOAS.U / BOA Acquisition Corp. Units, each consisting of one share of Class A common stock, and one third of - Документы SEC, Годовой отчет, Доверенное заявление

BOAS / BOA Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d424627dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BOA Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601A109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

BOAS / BOA Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2022 BOA ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40102 BOA Acquisition Corp

25 1 d411842d25.htm FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40102 BOA Acquisition Corp. The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is li

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Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

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425 1 d413562d425.htm 425 Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp. Commission File No.: 001-40102 Selina Fireside Chat Monday, October 17, 2022 4:15pm ET Mark Moran, CEO - Equity Animal: Greetings and welcome as we kick off Selina’s

Filed by Selina Hospitality PLC pursuant to

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

Filed by Selina Hospitality PLC pursuant to

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

Filed by Selina Hospitality PLC pursuant to

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

SELINA PROVIDES FIRST HALF 2022 EARNINGS RESULTS AND UPDATE ON BUSINESS COMBINATION Total Revenue increased 142% Y-o-Y Total revenue per bedspace climbed 77% and Occupancy increased 60% vs. 1H21 Opened 13 new properties in 1H22 Special Meeting to app

425 1 d294044d425.htm 425 Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp. Commission File No.: 001-40102 SELINA PROVIDES FIRST HALF 2022 EARNINGS RESULTS AND UPDATE ON BUSINESS COMBINATION Total Revenue increased 142% Y-o-Y Total revenue pe

Selina and BOA Acquisition Corp. Announce Effectiveness of Registration Statement and Special Meeting to Approve Business Combination BOA Acquisition Corp. Encourages Stockholders to Vote “FOR” the Business Combination on October 21, 2022

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Selina Hospitality PLC pursuant to

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

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 S

Table of Contents 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 AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Period

Selina Announces Filing of Registration Statement in Connection with its Proposed Business Combination with BOA Acquisition Corp.

Filed by Selina Hospitality PLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BOA Acquisition Corp.

ExecEdge Q&A

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Hospitality PLC Commission File No.: 333-266715 Date: August 8, 2022 On April 4, 2022, Rafael Museri, Chief Executive Officer and Co-Founder of Selina Hospitality PLC, was interviewed by ExecEdge. A copy of t

SELINA CELEBRATES SIXTEEN NEW OPENINGS AND SIGNINGS GLOBALLY IN SECOND QUARTER Opens 1,788 bed spaces within eight properties in Greece, Australia, Portugal, Panama, the United States, Morocco, and Israel Signs 3,204 bed spaces, a 32.5% increase Y-o-

425 1 d386690d425.htm 425 Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Hospitality PLC Commission File No.: 001-40102 Date: August 1, 2022 On August 1, 2022, Selina Hospitality PLC (“Selina”), BOA Acquisition Corp.’s business combination target, issued

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 BOA ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1 to the Subscription Agreement, dated as of July 1, 2022, by and among BOA Acquisition Corp., Selina Hospitality PLC, f/k/a Selina Holding Company, UK Societas and Bet on America Holdings LLC.†

Exhibit 10.1 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this ?Amendment?) dated as of July 1, 2022, is entered into by and among Selina Hospitality PLC (?Issuer?), formerly known as Selina Holding Company, UK Societas, BOA Acquisition Corp. (?BOA?) and Bet on America Holdings LLC (?Investor?). W I T N E S E T H: WHEREAS, Issuer, BOA and Investor enter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 BOA ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission File

Side Letter, dated as of July 1, 2022, by and among BOA Acquisition Corp., Selina Hospitality PLC, f/k/a Selina Holding Company, UK Societas and Bet on America LLC.

Exhibit 10.2 July 1, 2022 Bet on America, LLC Re: Sponsor Letter Agreement Dear Brian and Ben, Reference is made to that certain Sponsor Letter Agreement dated as of December 1, 2021, by and among Bet on America, LLC, a Delaware limited liability company, Selina Holding Company, UK Societas (now named Selina Hospitality PLC), BOA Acquisition Corp., a Delaware corporation, and certain individuals (

Amendment No. 1 to the Business Combination Agreement, dated as of July 1, 2022, by and among BOA Acquisition Corp., Selina Hospitality PLC, f/k/a Selina Holding Company, UK Societas and Samba Merger Sub Inc.

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?) dated as of July 1, 2022, is entered into by and among Selina Hospitality PLC (formerly Selina Holding Company, UK Societas, ?Selina?), BOA Acquisition Corp. (?BOA?) and Samba Merger Sub, Inc. (?SMS? and together with Selina and BOA, the ?Parties?). W I T N E S E

SELINA DELIVERS STRONG FIRST QUARTER 2022 PERFORMANCE Q1 2022 Total Revenue of $39.9 million, a 150.8% increase Y-o-Y Continues positive momentum from record-setting full-year 2021 Provides update on timing of proposed business combination with BOA A

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Hospitality PLC Commission File No.: 001-40102 SELINA DELIVERS STRONG FIRST QUARTER 2022 PERFORMANCE Q1 2022 Total Revenue of $39.9 million, a 150.8% increase Y-o-Y Continues positive momentum from record-set

Filed by BOA Acquisition Corp. pursuant to

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Hospitality PLC Commission File No.: 001-40102 This filing relates to the proposed business combination between Selina Hospitality PLC (f/k/a Selina Holding Company, UK Societas) and BOA Acquisition Corp. pur

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 March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acqu

Exhibit 99.2 INVESTOR PRESENTATION 2022 CONFIDENTIAL 1 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between BOA Acquisition Corp. (?BOA?) and Selina Holding Company, UK Societas (the ?Company?). The information

Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp.

Exhibit 99.1 Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp. NEW YORK?(BUSINESS WIRE)? Selina Hospitality PLC (?Selina?), the fast-growing lifestyle and experiential hospitality brand targeting Millennial and Gen Z travelers, and BOA Acquisition Corp. (NYSE: BOAS), a publicly-traded special purpose acquisition

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on [?], 2022, by and between Selina Hospitality PLC (the ?Company?), and [?] (?Subscriber?). WHEREAS, the Company has entered into that certain business combination agreement dated as of December 2, 2022, (the ?Merger Agreement? and, the transactions contemplated by the Merger Agreement,

Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp.

Exhibit 99.1 Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp. NEW YORK?(BUSINESS WIRE)? Selina Hospitality PLC (?Selina?), the fast-growing lifestyle and experiential hospitality brand targeting Millennial and Gen Z travelers, and BOA Acquisition Corp. (NYSE: BOAS), a publicly-traded special purpose acquisition

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission

Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acqu

Exhibit 99.2 INVESTOR PRESENTATION 2022 CONFIDENTIAL 1 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between BOA Acquisition Corp. (?BOA?) and Selina Holding Company, UK Societas (the ?Company?). The information

Form of A/R Warrant Agreement (included as Exhibit II to Exhibit 10.1)

EX-10.1 2 d284134dex101.htm EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2022, by and between Selina Hospitality PLC (the “Company”), and [●] (“Subscriber”). WHEREAS, the Company has entered into that certain business combination agreement dated as of December 2, 2022, (the “Merger Agreement” and, the transactions c

SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT

Exhibit 10.4 Confidential SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT [NAME] [ADDRESS] Ladies and Gentlemen: 1. Sponsor Shares. a. In connection with that certain Subscription Agreement, dated as of the date hereof, by and between Selina Hospitality PLC (the ?Company?) and [NAME OF INVESTOR] (?Subscriber?) (the ?Subscription Agreement?), and as additional consideration for the Purchase P

Form of Sponsor Letter Agreement

EX-10.4 3 d284134dex104.htm EX-10.4 Exhibit 10.4 Confidential SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT [NAME] [ADDRESS] Ladies and Gentlemen: 1. Sponsor Shares. a. In connection with that certain Subscription Agreement, dated as of the date hereof, by and between Selina Hospitality PLC (the “Company”) and [NAME OF INVESTOR] (“Subscriber”) (the “Subscription Agreement”), and as additio

SUBSCRIPTION AGREEMENT

EX-10.1 2 d320173dex101.htm EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2022, by and between Selina Hospitality PLC (the “Company”), and [●] (“Subscriber”). WHEREAS, the Company has entered into that certain business combination agreement dated as of December 2, 2022, (the “Merger Agreement” and, the transactions c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission Fi

Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp.

Exhibit 99.1 Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp. NEW YORK?(BUSINESS WIRE)? Selina Hospitality PLC (?Selina?), the fast-growing lifestyle and experiential hospitality brand targeting Millennial and Gen Z travelers, and BOA Acquisition Corp. (NYSE: BOAS), a publicly-traded special purpose acquisition

SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT

Exhibit 10.4 Confidential SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT [NAME] [ADDRESS] Ladies and Gentlemen: 1. Sponsor Shares. a. In connection with that certain Subscription Agreement, dated as of the date hereof, by and between Selina Hospitality PLC (the ?Company?) and [NAME OF INVESTOR] (?Subscriber?) (the ?Subscription Agreement?), and as additional consideration for the Purchase P

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission Fi

Form of A/R Warrant Agreement (included as Exhibit II to Exhibit 10.1)

EX-10.1 2 d320173dex101.htm EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2022, by and between Selina Hospitality PLC (the “Company”), and [●] (“Subscriber”). WHEREAS, the Company has entered into that certain business combination agreement dated as of December 2, 2022, (the “Merger Agreement” and, the transactions c

Form of Sponsor Letter Agreement

Exhibit 10.4 Confidential SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENT [NAME] [ADDRESS] Ladies and Gentlemen: 1. Sponsor Shares. a. In connection with that certain Subscription Agreement, dated as of the date hereof, by and between Selina Hospitality PLC (the ?Company?) and [NAME OF INVESTOR] (?Subscriber?) (the ?Subscription Agreement?), and as additional consideration for the Purchase P

Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acqu

Exhibit 99.2 INVESTOR PRESENTATION 2022 CONFIDENTIAL 1 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between BOA Acquisition Corp. (?BOA?) and Selina Holding Company, UK Societas (the ?Company?). The information

Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp.

Exhibit 99.1 Selina Secures $147.5 Million Convertible Note Financing in Connection with its Planned Business Combination with BOA Acquisition Corp. NEW YORK?(BUSINESS WIRE)? Selina Hospitality PLC (?Selina?), the fast-growing lifestyle and experiential hospitality brand targeting Millennial and Gen Z travelers, and BOA Acquisition Corp. (NYSE: BOAS), a publicly-traded special purpose acquisition

Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acqu

Exhibit 99.2 INVESTOR PRESENTATION 2022 CONFIDENTIAL 1 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between BOA Acquisition Corp. (?BOA?) and Selina Holding Company, UK Societas (the ?Company?). The information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by BOA Acquisition Corp. pursuant to

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Holding Company, UK Societas Commission File No.: 001-40102 Reddit r/SPACs Reddit AMA with Ben Friedman of BOA Acquisition Corp. and Rafael Museri March 13, 2022 https://us02web.zoom.us/rec/share/RM4l3CW1dsMM

Selina Hires Sam Khazary as Senior Vice President and Head of Global Corporate Development, Appoints Steven Ohayon as Head of Strategy

425 1 d318512d425.htm 425 Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Holding Company, UK Societas Commission File No.: 001-40102 This filing relates to the proposed business combination between Selina Holding Company, UK Societas (“Selina”) and BOA Ac

BOAS / BOA Acquisition Corp. / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BOA Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601A109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

BOAS / BOA Acquisition Corp. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Boa Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601A109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

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 ☐ TRANSITI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 March 31, 2021 ☐ TRANSITION R

Table of Contents 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 March 31, 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 Numbe

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 June 30, 2021 ☐ TRANSITION RE

Table of Contents 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 June 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

Filed by BOA Acquisition Corp. pursuant to

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Holding Company, UK Societas Commission File No.: 001-40102 This filing relates to the proposed business combination between Selina Holding Company, UK Societas (?Selina?) and BOA Acquisition Corp. (?BOA?) pu

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission

SELINA TO PARTICIPATE IN UPCOMING CONFERENCES Webcasts Available on Company Website

Filed by BOA Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Selina Holding Company, UK Societas Commission File No.: 001-40102 Date: January 6, 2022 On January 6, 2022, Selina Holdings Company, UK Societas (“Selina”), BOA Acquisition Corp.’s business combination target, issu

Form of Transaction Support Agreement

EX-10.7 9 tm2134333d1ex10-7.htm EXHIBIT10.7 Exhibit 10.7 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of B

BOA Acquisition Corp and Selina Merger Announcement Conference Call Script December 2, 2021

EX-99.3 16 tm2134333d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 BOA Acquisition Corp and Selina Merger Announcement Conference Call Script December 2, 2021 I. Operator: Intro: Welcome to today’s conference call announcing the business combination of Selina (“Selina”) and BOA Acquisition Corp (“BOA”). Joining us on the call are Brian Friedman, Chairman, Chief Executive Officer and Co- Founder of BOA Acq

INVESTOR PRESENTATION 2021 CONFIDENTIAL 1

EX-99.2 15 tm2134333d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 INVESTOR PRESENTATION 2021 CONFIDENTIAL 1 2 DISCLAIMER This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making th eir own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acquisition Corp. ( “B OA”) and Selina Holding Com

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission

Business Combination Agreement, dated as of December 31, 2021, by and among Selina, the Company and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 2, 2021).

EX-2.1 2 tm2134333d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG BOA ACQUISITION CORP. SELINA HOLDING COMPANY, UK SOCIETAS AND SAMBA MERGER SUB, INC. DATED AS OF DECEMBER 2, 2021 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and it will not be deemed to create, a legal

Form of Transaction Support Agreement

Exhibit 10.8 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (?BOA?), Selina Holding Company, UK Societas (the ?Company?), and Dekel Development Holding, S.A., a Panama corporation (the ?Shareholder?). Each of BOA, the Company and the Shareholder are s

Form of Sponsor Letter Agreement

EX-10.11 13 tm2134333d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 1, 2021, is made by and among Bet on America, LLC, a Delaware limited liability company (the “Sponsor”), Selina Holding Company, UK Societas (the “Company”), solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (sole

Form of Transaction Support Agreement

EX-10.6 8 tm2134333d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and AI Workstay Holdings LLC, a Delaware Corporation (the “Shareholder”). Each of BO

Form of Transaction Support Agreement

EX-10.8 10 tm2134333d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Dekel Development Holding, S.A., a Panama corporation (the “Shareholder”). Each

Form of Transaction Support Agreement

Exhibit 10.6 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (?BOA?), Selina Holding Company, UK Societas (the ?Company?), and AI Workstay Holdings LLC, a Delaware Corporation (the ?Shareholder?). Each of BOA, the Company and the Shareholder are someti

10.11 Form of PIPE Subscription Agreement, by and between Selina and Bet on America, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 2, 2021).

Exhibit 10.4 SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto (the

10.10 Form of PIPE Subscription Agreement, by and between Selina and the PIPE Investors / subscribers party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 2, 2021).

EX-10.3 5 tm2134333d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 200 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date

Form of Transaction Support Agreement

EX-10.7 9 tm2134333d1ex10-7.htm EXHIBIT10.7 Exhibit 10.7 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of B

Form of Transaction Support Agreement

EX-10.5 7 tm2134333d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and 166 2nd LLC, a Delaware limited liability company (the “Shareholder”). Each of B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 BOA ACQUISITION

425 1 tm2134333d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of

INVESTOR PRESENTATION 2021 CONFIDENTIAL 1

Exhibit 99.2 INVESTOR PRESENTATION 2021 CONFIDENTIAL 1 2 DISCLAIMER This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making th eir own evaluation with respect to the proposed business combination (the ?Business Combination?) between BOA Acquisition Corp. ( ?B OA?) and Selina Holding Company, UK Societas (the ?Company?). The informa

Form of Transaction Support Agreement

Exhibit 10.9 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (?BOA?), Selina Holding Company, UK Societas (the ?Company?), and Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N? 20603788355, managed by CREUZA S.G. S.A.C., with it

Form of Transaction Support Agreement

EX-10.10 12 tm2134333d1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Digital Nomad I, LLC, a Delaware Corporation, acting by Digital Nomad Management, LLC (t

EXPERIENTIAL HOSPITALITY BRAND SELINA TO BECOME PUBLICLY TRADED THROUGH MERGER WITH BOA ACQUISITION CORP. Largest Hospitality brand targeted to Millennial and Gen Z travelers, Selina is scaling rapidly to capitalize on an estimated $350 billion annua

Exhibit 99.1 EXPERIENTIAL HOSPITALITY BRAND SELINA TO BECOME PUBLICLY TRADED THROUGH MERGER WITH BOA ACQUISITION CORP. Largest Hospitality brand targeted to Millennial and Gen Z travelers, Selina is scaling rapidly to capitalize on an estimated $350 billion annual market opportunity Combined company to have an equity value of approximately $1.2 billion The business combination provides $285 millio

Business Combination Agreement, dated December 2, 2021, by and among BOA Acquisition Corp., Selina Holding Company and Samba Merger Sub, Inc.

EX-2.1 2 tm2134333d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG BOA ACQUISITION CORP. SELINA HOLDING COMPANY, UK SOCIETAS AND SAMBA MERGER SUB, INC. DATED AS OF DECEMBER 2, 2021 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and it will not be deemed to create, a legal

Form of Transaction Support Agreement

EX-10.10 12 tm2134333d1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Digital Nomad I, LLC, a Delaware Corporation, acting by Digital Nomad Management, LLC (t

BOA Acquisition Corp and Selina Merger Announcement Conference Call Script December 2, 2021

Exhibit 99.3 BOA Acquisition Corp and Selina Merger Announcement Conference Call Script December 2, 2021 I. Operator: Intro: Welcome to today?s conference call announcing the business combination of Selina (?Selina?) and BOA Acquisition Corp (?BOA?). Joining us on the call are Brian Friedman, Chairman, Chief Executive Officer and Co- Founder of BOA Acquisition Corp; Ben Friedman, Chief Financial O

Form of PIPE Subscription Agreement

EX-10.3 5 tm2134333d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 200 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date

EXPERIENTIAL HOSPITALITY BRAND SELINA TO BECOME PUBLICLY TRADED THROUGH MERGER WITH BOA ACQUISITION CORP. Largest Hospitality brand targeted to Millennial and Gen Z travelers, Selina is scaling rapidly to capitalize on an estimated $350 billion annua

EX-99.1 14 tm2134333d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EXPERIENTIAL HOSPITALITY BRAND SELINA TO BECOME PUBLICLY TRADED THROUGH MERGER WITH BOA ACQUISITION CORP. Largest Hospitality brand targeted to Millennial and Gen Z travelers, Selina is scaling rapidly to capitalize on an estimated $350 billion annual market opportunity Combined company to have an equity value of approximately $1.2 billion

Form of Transaction Support Agreement

EX-10.5 7 tm2134333d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and 166 2nd LLC, a Delaware limited liability company (the “Shareholder”). Each of B

Form of Investor Rights Agreement

Exhibit 10.1 INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) made as of the [ ] day of [ ], by and among Selina Holding Company, UK Societas (the ?Company?), and the Company?s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the ?Shareholders?). Capitalized terms used but not otherwise defined herein shall have th

Form of Investor Rights Agreement

Exhibit 10.1 INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) made as of the [ ] day of [ ], by and among Selina Holding Company, UK Societas (the ?Company?), and the Company?s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the ?Shareholders?). Capitalized terms used but not otherwise defined herein shall have th

Form of Transaction Support Agreement

EX-10.9 11 tm2134333d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 CONFIDENTIAL FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N° 20603

Form of PIPE Subscription Agreement

Exhibit 10.4 SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto (the

Form of PIPE Subscription Agreement

Exhibit 10.2 Confidential SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 200 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page

Form of PIPE Subscription Agreement

EX-10.2 4 tm2134333d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Confidential SUBSCRIPTION AGREEMENT Selina Holding Company, UK Societas 6th Floor 2 London Wall Place Barbican, London, EC2Y 5AU, United Kingdom BOA Acquisition Corp. 200 Virginia Ave NW, Suite T23 Management Office Washington, DC 20037 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into a

Form of Sponsor Letter Agreement

EX-10.11 13 tm2134333d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 1, 2021, is made by and among Bet on America, LLC, a Delaware limited liability company (the “Sponsor”), Selina Holding Company, UK Societas (the “Company”), solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (sole

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 September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents 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 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 B

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, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents 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, 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 AC

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 March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 March 31, 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 A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Perio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm2114585d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2021 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction

Financial Statements and Exhibits, Other Events

8-K 1 tm2111620d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2021 BOA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction

BOA Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on March 31, 2021

EX-99.1 2 tm2111620d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BOA Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on March 31, 2021 March 31, 2021 06:06 PM Eastern Daylight Time WASHINGTON-(BUSINESS WIRE)-BOA Acquisition Corp. (NYSE:BOAS.U) ("BOAS" or the "Company") announced that holders of the units sold in the Company's initial public offering o

BOA Acquisition Corp. INDEX TO FINANCIAL STATEMENT

EX-99.1 2 tm218665d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BOA Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of February 26, 2021 3 Notes to the Financial Statement 4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of BOA Acquisition Corp. Opinion on the Financial State

Financial Statements and Exhibits, Other Events

8-K 1 tm218665d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2021 BOA Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdicti

Amended and Restated Bylaws

EX-3.2 4 tm218105d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BOA Acquisition Corp. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2021 (February 19, 2021) BOA Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40102 85-4252723 (State or other jurisdiction of

Registration Rights Agreement, dated as of February 23, 2021, by and among the Company, Sponsor and certain equity holders of the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 1, 2021).

EX-10.3 8 tm218105d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021, is made and entered into by and among BOA Acquisition Corp., a Delaware corporation (the “Company”), Bet on America LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter beco

Warrant Agreement, dated as of February 23, 2021, by and between Continental and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021).

EX-4.1 5 tm218105d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 23, 2021, is by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the

Amended and Restated Certificate of Incorporation.

EX-3.1 3 tm218105d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOA ACQUISITION CORP. February 19, 2021 BOA Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “BOA Acquisition Corp.”. The original certificate of incorporation

Private Placement Warrants Purchase Agreement, dated February 23, 2021, by and between the Company and the Sponsor.

EX-10.5 9 tm218105d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Bet on Ameri

Letter Agreement, dated as of February 23, 2021, by and among the Company, its officers, its directors, and Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021).

EX-10.1 6 tm218105d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, BET ON AMERICA LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT February 23, 2021 BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Management Office Washington, D.C. 20037 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being

BOA Acquisition Corp. Announces Closing of Upsized $200 Million Initial Public Offering

Exhibit 99.2 BOA Acquisition Corp. Announces Closing of Upsized $200 Million Initial Public Offering WASHINGTON, D.C. (February 26, 2021) ? BOA Acquisition Corp. (the ?Company?), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, announced today th

BOA Acquisition Corp. Announces Pricing of Upsized $200 Million Initial Public Offering

EX-99.1 10 tm218105d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BOA Acquisition Corp. Announces Pricing of Upsized $200 Million Initial Public Offering February 23, 2021 WASHINGTON-(BUSINESS WIRE)-BOA Acquisition Corp. (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinat

Underwriting Agreement, dated February 23, 2021, by and between the Company and BTIG, LLC.

EX-1.1 2 tm218105d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between BOA ACQUISITION CORP. and BTIG, LLC Dated February 23, 2021 BOA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February 23, 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, BOA Acquisition

Investment Management Trust Agreement, dated as of February 23, 2021, by and between Continental and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 1, 2021).

EX-10.2 7 tm218105d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2021, by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registratio

$200,000,000 BOA Acquisition Corp. 20,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252739 and 333-253423 PROSPECTUS $200,000,000 BOA Acquisition Corp. 20,000,000 Units BOA Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer t

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BOA Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4252723 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2600 Virginia Ave NW

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 23, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOA Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6770 (Primar

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-25273), filed with the Securities and Exchange Commission on February 22, 2021).

EX-4.4 2 tm211846d5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [], 2021, is by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the

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February 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP 1 filename1.htm BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Washington, DC 20037 February 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Andi Carpenter, John Cash, Erin Purnell and Jay Ingram Re: BOA Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 F

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CORRESP 1 filename1.htm February 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Purnell Re: Acceleration Request of BOA Acquisition Corp. Registration Statement on Form S-1 (File No. 333-252739) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, BOA Acquisition Cor

- FORM S-1/A

S-1/A 1 tm211846d5s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333-252739 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOA Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or oth

Power of Attorney (included on signature page)**

As filed with the U.S. Securities and Exchange Commission on February 17, 2021. Registration No. 333-252739 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOA Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or o

Specimen Warrant Certificate*

EX-4.3 7 tm211846d3ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BOA ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or

Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-25273), filed with the Securities and Exchange Commission on February 17, 2021).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [], 2021, is made and entered into by and among BOA Acquisition Corp., a Delaware corporation (the “Company”), Bet on America LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Se

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-25273), filed with the Securities and Exchange Commission on February 17, 2021).

EX-10.3 11 tm211846d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February [], 2021, by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrati

Form of Amended and Restated Certificate of Incorporation*

EX-3.2 3 tm211846d3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOA ACQUISITION CORP. February [], 2021 BOA Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “BOA Acquisition Corp.”. The original certificate of incorporation

Specimen Unit Certificate*

EX-4.1 5 tm211846d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] BOA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Cla

Form of Compensation Committee Charter*

EX-99.2 18 tm211846d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF BOA ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of BOA Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and pract

Specimen Class A Common Stock Certificate*

EX-4.2 6 tm211846d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] BOA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BOA ACQUISITION CORP. (THE “COMPANY”) transfe

Private Placement Warrants Purchase Agreement between the Registrant and Bet on America LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Bet on America LLC, a Delaware limited liability company

Form of Indemnity Agreement*

EX-10.7 14 tm211846d3ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [], 2021, is by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public o

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-25273), filed with the Securities and Exchange Commission on February 17, 2021).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BOA Acquisition Corp. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered

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BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Washington, DC 20037 February 17, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Andi Carpenter, John Cash, Erin Purnell and Jay Ingram Re: BOA Acquisition Corp. Registration Statement on Form S-1 Filed February 4, 2021 File No. 333-252739 L

Form of Letter Agreement among the Registrant and our officers, directors and Bet on America LLC*

EX-10.1 10 tm211846d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, BET ON AMERICA LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT February [], 2021 BOA Acquisition Corp. 2600 Virginia Ave NW, Suite T23 Management Office Washington, D.C. 20037 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being

Form of Audit Committee Charter*

Exhibit 99.1 BOA ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of BOA Acquisition Corp. (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting policies and internal

Form of Code of Ethics*

EX-14 15 tm211846d3ex14.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS OF BOA ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of BOA Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: · promote honest and ethical conduct, including the ethic

Form of Underwriting Agreement*

EX-1.1 2 tm211846d3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between BOA ACQUISITION CORP. and BTIG, LLC Dated February [ ], 2021 BOA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February [ ], 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, BOA Acquisiti

Certificate of Incorporation**

EX-3.1 2 tm211846d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 BOA ACQUISITION Corp. CERTIFICATE OF INCORPORATION The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE 1 NAME The name of the Corporation is BOA Acquisition Corp. (the “Cor

Consent of Shane Battier*

EX-99.4 8 tm211846d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by BOA Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

Consent of Srikanth Batchu*

EX-99.3 7 tm211846d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by BOA Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

Form of Bylaws**

EX-3.3 3 tm211846d2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF BOA ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Cor

Registration Statement - FORM S-1

S-1 1 tm211846d2s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on February 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOA Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

Consent of Anthony Wanger*

EX-99.6 10 tm211846d2ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by BOA Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Promissory Note, dated January 4, 2021, issued to Bet on America LLC**

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Lorron James*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by BOA Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by BOA Acquisiti

Securities Subscription Agreement, dated December 31, 2020, between the Registrant and Bet on America LLC**

EX-10.5 5 tm211846d2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 BOA ACQUISITION CORP. SECURITIES SUBSCRIPTION AGREEMENT This agreement (the “Agreement”) is entered into on December 31, 2020 by and between BET ON AMERICA LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BOA ACQUISITION CORP., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the C

Consent of Jenny Abramson*

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by BOA Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by BOA Acquisiti

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This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 8, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOA Acquisition Corp. (Exact name of registrant as specified in it