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~~March 3031, ~~2021~~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 ~~November~~May 36, ~~2021~~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 ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements		1
	Condensed Balance Sheets as of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and December 3031, 2021 (Audited)	1
	Condensed Statements of Operations (Unaudited)	2
	Condensed Statements of Changes in ~~Redeemable Common Stock and~~ Stockholders’ Equity (~~Deficiency~~Deficit) ~~Equity~~ (Unaudited)	3
	Condensed ~~Statement~~Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Financial ~~Statements~~Statement (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1921
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		2125
Item 4. Controls and Procedures		2125
Part II. Other Information		2327
Item 1. Legal Proceedings		2327
Item 1A. Risk Factors		2327
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2327
Item 3. Defaults Upon Senior Securities		2327
Item 4. Mine Safety Disclosures		2327
Item 5. Other Information		2327
Item 6. Exhibits		2428
Part III. Signatures		25
Signatures		29

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOA ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	~~September~~March 3031,		December 31,
	~~2021~~2022		~~2020~~2021
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash	$	~~819~~171,~~720~~465	$	25760,~~050~~576
Prepaid expenses		~~287~~326,~~319~~803		—280,310
Total current assets		1498,~~107,039~~268		251,~~050~~040,886
NONCURRENT ASSETS
Cash held in trust account		230,~~006~~015,~~946~~188		—230,011,790
Other assets		~~91,667~~—		—22,917
Deferred offering costs associated with initial public offering		—		8,000
Total noncurrent assets		230,015,188		230,034,707
Total noncurrent assets		230,098,613		8,000
TOTAL ASSETS	$	230,513,456	$	231,075,593
TOTAL ASSETS	$	231,205,652	$	33,050

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	~~102~~225,~~702~~535	$	~~993~~175,743
Accrued deferred offering costs		—		8,000
Franchise tax payable		50,000		200,050
Franchise tax payable		150,000		—
Total current liabilities		275,535		375,793
Total current liabilities		252,702		8,993
LONG-TERM LIABILITIES
Deferred underwriting commissions		8,050,000		—8,050,000
Derivative warrant liabilities		83,~~599~~976,~~833~~750		—7,883,408
Total liabilities		1612,~~902~~302,~~535~~285		816,~~993~~309,201

Commitments and Contingencies (Note 9)

Redeemable Class A common stock, $0.0001 par value; 23,000,000 and 0 shares as of September 30, 2021 and December 31, 2020, respectively, subject to possible redemption at $10.00 per share		230,000,000		—
Redeemable Class A common stock, $0.0001 par value; 23,000,000 as of March 31, 2022 and December 31, 2021, respectively, subject to possible redemption at $10.00 per share		230,000,000		230,000,000

STOCKHOLDERS’ (DEFICIENCY) EQUITY
STOCKHOLDERS’ 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		—		—
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 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 and 0 shares subject to possible redemption) 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 subject to possible redemption) as of March 31, 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 September 30, 2021 and December 31, 2020		575		575
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		575		575
Additional paid-in capital		—		~~24,425~~—
Accumulated deficit		(1511,~~697~~789,~~458~~404)		(~~943~~15,234,183)
Total Stockholders’ (Deficiency) Equity		(15,696,883)		24,057
Total Stockholders’ Deficit		(11,788,829)		(15,233,608)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ (DEFICIENCY) EQUITY	$	231,205,652	$	33,050
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	230,513,456	$	231,075,593

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

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BOA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,		~~Nine Months Ended~~
	~~September 30, 2021~~2022		~~September 30,~~ 2021
OPERATING EXPENSES
General and administrative expenses	$	~~442~~415,~~514~~290	$	~~664~~72,~~936~~644
Franchise tax expense		50,000		~~150~~50,000
Total operating expenses		~~492~~(465,~~514~~290)		~~814~~(122,~~936~~644)

OTHER INCOME (EXPENSE)
Interest earned on marketable securities held in Trust Account		3,~~473~~398		~~6,946~~—
Interest earned on operating cash		1813		18—
Underwriting discounts and offering costs attributed to derivative warrant liability		—		(438,197)
Change in fair value of derivative warrant liability		3,~~948~~906,~~341~~658		6(819,~~123,916~~517)
Total other income		3,951,832		5,692,683
Total other income (expense)		3,910,069		(1,257,714)

INCOME BEFORE INCOME TAX		3,459,318		4,877,747
INCOME (LOSS) BEFORE INCOME TAX		3,444,779		(1,380,358)
Income tax expense (benefit)		—		—
NET INCOME	$	3,459,318	$	4,877,747
NET INCOME (LOSS)	$	3,444,779	$	(1,380,358)

Basic and diluted weighted average shares outstanding, Class A common stock		23,000,000		188,~~282~~688,~~051~~889
Basic and diluted net income per share, Class A common stock	$	0.12	$	(0.2010)

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	$	(0.2010)

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

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BOA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN ~~REDEEMABLE COMMON STOCK AND~~ STOCKHOLDERS’ EQUITY (~~DEFICIENCY~~DEFICIT) ~~EQUITY~~

(Unaudited)

(Revised)


	Class AB			~~Class B~~Additional					~~Additional~~	Total		~~Retained Earnings~~		~~Total~~
	Common Stock			~~Common Stock~~Paid-in			Accumulated		~~Paid-in~~	Stockholders’		~~(Accumulated~~		~~Stockholders’ (Deficiency)~~
	Shares	Amount		~~Shares~~Capital		~~Amount~~	Deficit		~~Capital~~	Deficit		~~Deficit)~~		~~Equity~~
Balance—December 31, 2020	—	$	—	5,750,000		$	575		$	24,425		$	(943)	$	24,057
Balance—December 31, 2021	5,750,000	$	575	$	—		$	(15,234,183)		$	(15,233,608)
Accretion to shares subject to possible redemption	—		—	—			—			(24,425)			(20,574,262)		(20,598,687)
Net income	—		—		—			3,444,779			3,444,779
Net loss	—		—	—			—			—			(1,051,608)		(1,051,608)
Balance—March 31, 2022	5,750,000	$	575	$	—		$	(11,789,404)		$	(11,788,829)
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)

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


	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)

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

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BOA ACQUISITION CORP.

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

(Unaudited)


4
	~~Nine~~Three Months Ended March 31,
	~~September 30, 2021~~2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,877,747
Net income (loss)	$	3,444,779	$	(1,380,358)
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(63,~~946~~398)		—
Underwriting discounts and offering costs attributed to warrant liability		~~438,197~~—		438,197
Change in fair value of warrant liability		(63,~~123~~906,~~916~~658)		819,517
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(~~378~~23,~~986~~576)		(528,806)
Accounts payable and accrued expenses		~~101~~49,~~709~~792		2,314
Franchise tax payable		(150,~~000~~050)		50,000
Net cash used in operating activities		(~~942~~589,~~195~~111)		(599,136)

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

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

NET CHANGE IN CASH		~~794~~(589,~~670~~111)		1,137,729
CASH, BEGINNING OF PERIOD		25760,~~050~~576		25,050
CASH, END OF PERIOD	$	~~819~~171,~~720~~465	$	1,162,779

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative warrant liability	$	~~14,723,749~~—	$	14,723,749
Initial classification of common stock subject to possible redemption	$	~~230,000,000~~—	$	230,000,000
Deferred underwriting fees charged to additional paid in capital	$	80,500,000
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

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

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and Operations

BOA Acquisition Corp. (the “Company”) was 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 (the “Business Combination”). The Company is an early stage and emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~March 3031, ~~2021~~2022, the Company had not commenced any operations. All activity through ~~September~~March 3031, ~~2021~~2022 relates to the Company’s formation, its ~~Initial~~initial ~~Public~~public ~~Offering~~offering (the “~~IPO~~Public Offering”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the ~~IPO~~Public Offering (see below for more information on the ~~IPO~~Public Offering), and recognizes changes in the fair value of warrant liabilities as other income (expense).

Additional background on the Company and its Public Offering are available in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

Corporate Organization and Initial Public Offering

The Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America LLC, a Delaware limited liability company (the “Sponsor”).

On February 26, 2021, the Company consummated its ~~IPO~~Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $230,000,000 of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the ~~IPO~~Public Offering were $217,111,865, after deducting expenses and underwriting discounts and commissions of approximately $12,888,135, which includes $8,050,000 in deferred underwriting commissions (see Note 9, Commitments and Contingencies, for more information).

Public Warrants

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of ~~our~~the ~~Initial~~Company’s initial Business Combination at an issue or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the amount that is the total equity proceeds (and interest thereon), available for the funding of the ~~Initial~~initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of ~~our~~the Company’s Class A common stock during the 20-trading-day period starting on the trading day prior to the date on which the Company consummates its ~~Initial~~initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115% of the higher of the Newly Issued Price and the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180% of the higher of the Newly Issued Price and the Market Value.

No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.

Private Placement Warrants

Simultaneously with the closing of the ~~IPO~~Public Offering, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6,575,000 (see Note 6, Related Party Transactions, for more information). The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the ~~IPO~~Public Offering, except as otherwise disclosed in ~~the~~ Note 54, Stockholders’ Equity (Deficit)—Warrants. No underwriting discounts or commissions were paid with respect to such sale.

Transaction Costs

Transaction costs incurred during the Public Offering amounted to $12,888,135, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs.

The Trust Account

Following the closing of the ~~IPO~~Public Offering on February 26, 2021, $230,000,000 of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds held in the Trust Account ~~will~~are be invested ~~only~~ in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the ~~Initial~~initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the ~~IPO~~Public Offering and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s ~~Initial~~initial Business Combination; (ii) the redemption of any ~~shares of the~~ Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s ~~amended~~Amended and ~~restated~~Restated ~~certificate~~Certificate of ~~incorporation~~Incorporation (the “Charter”) (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its ~~Initial~~initial Business Combination within 24 months from the closing of the ~~IPO~~Public Offering (or 30 months from the closing of the ~~IPO~~Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the ~~IPO~~Public Offering but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the ~~IPO~~Public Offering, although substantially all of the net proceeds of the ~~IPO~~Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the ~~trust~~Trust ~~account~~Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.

The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s directors, director nominees and officers have entered into a sponsor letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 6, Related Party Transactions) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.

Table of Contents

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Separate Trading of Class A Common Stock and Public Warrants

On March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units could elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS WS,” respectively.

~~The~~Risks ~~Sponsor~~ and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (see Note 6, Related Party Transactions, for more information) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.Uncertainties

~~Separate~~Management ~~trading~~is continuing to evaluate the impact of ~~Class~~the ACOVID-19 ~~common~~pandemic ~~shares~~and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and ~~Public~~search ~~Warrants~~for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OnIn ~~March~~February 312022, ~~2021,~~ the ~~Company~~Russian ~~announced~~Federation ~~that,~~and ~~commencing~~Belarus ~~March~~commenced ~~31,~~a ~~2021,~~military action with the ~~holders~~country of ~~the~~Ukraine. ~~Company’s~~As ~~Units~~a ~~may~~result ~~elect~~of tothis ~~separately~~action, ~~trade~~various ~~the~~nations, ~~Class~~including Athe ~~common~~United ~~stock~~States, ~~and~~have ~~Public~~instituted ~~Warrants~~economic ~~comprising~~sanctions against the ~~Units.~~Russian NoFederation ~~fractional~~and ~~warrants~~Belarus. ~~will~~Further, bethe ~~issued~~impact ~~upon separation~~ of ~~the~~this ~~units~~action and ~~only~~related ~~whole~~sanctions ~~warrants~~on ~~will~~the ~~trade.~~world ~~Those~~economy ~~units~~are not ~~separated~~determinable ~~will~~as ~~continue~~of ~~to trade on~~ the ~~New~~date ~~York~~of ~~Stock~~these ~~Exchange~~financial ~~under~~statements and the ~~symbol~~specific ~~“BOAS.U,”~~impact ~~and~~on ~~each of~~ the ~~shares~~Company's offinancial ~~Class~~condition, Aresults ~~common~~of ~~stock~~operations, and ~~Public~~cash ~~Warrants~~flows ~~that~~is ~~are~~also ~~separated~~not ~~will~~determinable ~~trade~~as onof the ~~New~~date ~~York~~of ~~Stock~~these ~~Exchange~~financial ~~under the symbols “BOAS” and “BOAS WS,” respectively~~statements.

Liquidity and Capital Resources

As of March 31, 2022, the Company had $171,465 in cash not held in the Trust Account and available for working capital purposes. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating the business. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, the Company has until February 26, 2023 to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 26, 2023. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s IPO and shares sold pursuant to the exercise of the underwriters’ overallotment, it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

There has been no change in the Company’s total assets, liabilities, operating results or cash flows.

The impact of the revision on the Company’s financial statements is reflected in the following table.


	As previously
Balance Sheet as of March 31, 2021 (unaudited)	reported		Adjustment		As revised
Class A common stock subject to redemption	$	203,373,760	$	26,626,240	$	230,000,000
Class A Common stock		266		(266)		—
Additional paid-in capital		6,051,712		(6,051,712)		—
Retained Earnings (Accumulated deficit)		(1,052,551)		(20,574,262)		(21,626,813)
Total Stockholders’ Equity (Deficiency)	$	5,000,002	$	(26,626,240)	$	(21,626,238)

Table of Contents

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


	As previously
Balance Sheet as of June 30, 2021 (unaudited)	reported		Adjustment		As revised
Class A common stock subject to redemption	$	205,843,790	$	24,156,210	$	230,000,000
Class A Common stock		242		(242)		—
Additional paid-in capital		3,581,706		(3,581,706)		—
Retained Earnings (Accumulated deficit)		1,417,486		(20,574,262)		(19,156,776)
Total Stockholders’ Equity (Deficiency)	$	5,000,009	$	(24,156,210)	$	(19,156,201)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s ~~final~~audited ~~prospectus~~financial statements as ~~filed~~of ~~with~~and for the ~~SEC~~year onended ~~February 17~~December 31, 2021 included in the Company's 2021 Form 10-K. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s ~~2020~~2021 ~~financial~~Form ~~statements~~10-K.

It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.

Use of Estimates

In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.

~~Cash~~Emerging ~~and~~Growth ~~Cash Equivalents~~Company

The Company ~~considers~~is ~~all~~an ~~short-term~~emerging ~~investments~~growth ~~with~~company, anas ~~original~~defined ~~maturity~~in ofthe ~~three~~JOBS ~~months~~Act. orUnder ~~less~~the ~~when~~JOBS ~~purchased~~Act, toemerging begrowth ~~cash~~companies ~~equivalents.~~can ~~The~~delay ~~Company~~adopting ~~did~~new ~~not~~or ~~have~~revised ~~any~~accounting ~~cash~~standards ~~equivalents~~issued assubsequent to the enactment of ~~September~~the 30JOBS Act, ~~2021~~until ~~and~~such ~~December 31,~~time ~~2020~~as those standards apply to private companies.

~~Cash~~The ~~held~~Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in ~~Trust~~the ~~Account~~JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

AtThe ~~September~~Company ~~30,~~will ~~2021~~remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s ~~had~~total annual gross revenue is at least $~~230,006,946~~1.07 inbillion ~~cash~~or ~~held~~(c) inwhen the ~~Trust~~Company ~~Account~~is deemed to be a large accelerated filer, which means the market value of our common stock that ~~were~~is held inby Unon-affiliates exceeds $700.S0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 ~~Treasury~~billion ~~Bills~~in non-convertible debt securities during the prior three-year period.

Table of Contents

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company's cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date.

Cash held in Trust Account

At March 31, 2022 and December 31, 2021, the Company had $230,015,188 and $230,011,790, respectively, in cash held in the Trust Account that were held in U.S. Treasury Bills.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.

The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the ~~Financial Accounting Standards Board (“~~FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are:

Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options.

Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Table of Contents

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Derivative Warrant Liabilities

The Company ~~further~~does ~~evaluated~~not ~~the~~use ~~Public~~derivative ~~Warrants~~instruments ~~and~~to ~~Private~~hedge ~~Placement~~exposures ~~Warrants~~to ~~(collectively~~cash flow, ~~the “Warrants”~~market, ~~which~~or ~~are~~foreign ~~discussed~~currency inrisks. ~~Note~~The 4,Company ~~Note~~accounts 5,for ~~and~~warrants ~~Note~~as 6)either inequity-classified ~~accordance~~or ~~with ASC 815~~liability-40classified ~~and~~instruments ~~concluded~~based ~~that~~on aan ~~provision~~assessment inof the ~~Warrant~~warrant’s ~~Agreement~~specific ~~related~~terms toand ~~certain~~applicable ~~tender~~authoritative orguidance ~~exchange~~in ~~offers~~ASC ~~precludes~~480, ~~the~~Distinguishing ~~Warrants~~liabilities from ~~being accounted for as a component of~~ equity. As("ASC ~~the~~480") ~~Warrants~~and ~~meet the definition of a derivative as contemplated in~~ ASC 815, ~~the~~Derivatives ~~Warrants~~and ~~were~~hedging ~~measured at fair value at inception~~ (on"ASC ~~the date of the IPO~~815"). ~~and~~The ~~recorded~~assessment asconsiders ~~derivative~~whether ~~warrant liabilities on~~ the ~~condensed~~warrants ~~balance~~are ~~sheets.~~freestanding ~~The~~financial ~~Warrants~~instruments ~~are~~pursuant ~~subject~~ to ~~remeasurement~~ASC at480, ~~each~~meet ~~reporting~~the ~~date~~definition ~~until~~of ~~exercised~~a orliability ~~expiration~~pursuant into ~~accordance with~~ ASC ~~820~~480, ~~Fair~~and ~~Value~~whether ~~Measurement,~~the ~~with~~warrants ~~changes~~meet inall ~~fair value recognized on the statements~~ of ~~operations in~~ the ~~period~~requirements offor ~~change.~~equity ~~Subsequent~~classification tounder ~~becoming~~ASC ~~publicly traded on March 31~~815, ~~2021,~~including whether the ~~fair~~warrants ~~value~~are ofindexed to the ~~Public~~Company’s ~~Warrants~~own ~~was~~common ~~determined~~stock, ~~based~~among onother ~~their~~conditions ~~quoted~~for ~~trading~~equity ~~price~~classification. ~~Prior~~This toassessment, ~~being~~which ~~publicly~~requires ~~traded,~~ the ~~fair~~use ~~value~~ of ~~the~~professional ~~Public~~judgment, ~~Warrants~~is ~~was~~conducted ~~estimated~~at ~~using a Monte Carlo simulation approach, while~~ the ~~fair~~time ~~value~~ of ~~the~~warrant ~~Private~~issuance ~~Placement~~and ~~Warrants~~as ~~was~~of ~~estimated~~each ~~using~~subsequent areporting ~~Black-Scholes~~period ~~option~~end ~~pricing~~date ~~model~~while ~~(see~~the ~~Note~~warrants 4,are ~~Fair Value Measurements, for more information)~~outstanding.

The Company further evaluated the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 3, Fair Value Measurements, Note 4, Stockholders' Equity (Deficit), and Note 6, Related Party Transactions) in accordance with ASC 815-40 , Contracts in an entity's own equity ("ASC 815-40"), and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the Public Offering) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised or expiration in accordance with ASC 820, Fair Value Measurement ("ASC 820"), with changes in fair value recognized on the statements of operations in the period of change. Subsequent to becoming publicly traded on March 31, 2021, the fair value of the Public Warrants was determined based on their quoted trading price. Prior to being publicly traded, the fair value of the Public Warrants was estimated using a Monte Carlo simulation approach, while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. See Note 3, Fair Value Measurements, for more information regarding the methods used to fair value the Warrants.

Allocation of Issuance Costs

The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options ("ASC 470-20"), applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs—to the issuance of its Class A ~~shares~~common stock and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the three months ended March 31, 2021, to the condensed statements of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock subject to possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

Recently issued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

Net Income (Loss) Per Common Share

The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company.

Recently Issued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt –Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

NOTE 43 — FAIR VALUE MEASUREMENTS

Financial Assets and Liabilities Measured on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at September 30, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.


	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

(1) The fair value of the investments held in Trust Account was based on the quoted market price.

(2) The fair value of the derivative warrant liabilities – Public Warrants was based on the quoted market price for BOAS WS as of the reporting date.

(3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model.

Investments held in Trust Account. At September 30, 2021, the investments held in Trust Account were entirely comprised of U.S. Treasury Bills. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account.

Derivative Warrant Liabilities. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the condensed balance sheets. The derivative warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

Initial Measurement

The estimated fair value of the Public Warrants and the Private Placement Warrants on February 26, 2021 was estimated using a Monte Carlo simulation and a Black-Scholes option pricing model, respectively. At their initial measurement, the Warrants were classified as Level 3 inputs due to the use of unobservable inputs.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table presents information and assumptions used to determine the estimated fair values of the Warrants using the pricing models:


	Fair Value Measured as of March 31, 2022
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,015,188	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	2,070,000	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	1,906,750


	~~Initial~~Fair ~~Measurement~~Value Measured as of December 31, 2021
Strike price	$	11.50
	Level 1			Level 2		Level 3
Term (in years)		6.0
Assets:
Risk-free rate		0.9	%
Investments held in Trust Account (1)
Volatility		17.0	%
	$	230,011,790		$	—	$	—
Dividend yield		0.0	%
Liabilities:
Fair value of Public Warrants	$	1.02
Derivative warrant liabilities - Public Warrants (2)	$	4,063,333		$	—	$	—
Fair value of Private Placement Warrants	$	1.05
Derivative warrant liabilities - Private Placement Warrants (3)	$	—		$	—	$	3,820,075

(1) The fair value of investments in Trust Account based on quoted market price.

~~Subsequent~~(2) ~~Measurement~~The fair value of derivative warrant liabilities – Public Warrants based on the quoted market price for BOAS WS as of the reporting date.

(3) The fair value of derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model.

~~The~~Investments ~~Warrants~~Held ~~are~~in ~~measured~~Trust ~~at fair value on a recurring basis~~Account. ~~The~~At ~~subsequent~~March ~~measurement~~31, of2022 ~~the~~and ~~Public~~December ~~Warrants as of September 30~~31, 2021, ~~is classified as Level 1 due to~~ the ~~use~~investments ofheld ~~an observable market quote~~ in anTrust ~~active~~Account ~~market~~were ~~under~~entirely ~~the~~comprised ~~ticker~~of ~~BOAS WS~~U.S. ~~The~~Treasury ~~fair~~Bills. ~~value~~During of the ~~Private~~three ~~Warrants~~months ~~continues~~ended toMarch be31, ~~estimated~~2022 ~~using~~and a2021, ~~Black-Scholes~~the ~~option~~Company ~~pricing~~did ~~model~~not ~~and~~withdraw isany ~~classified~~interest asincome ~~Level~~from ~~3 due to~~ the ~~use~~Trust ~~of unobservable inputs~~Account.

The ~~following~~Warrants ~~table~~are ~~presents~~measured ~~information~~at ~~and~~fair ~~assumptions~~value ~~used~~on ina recurring basis. The measurement of the ~~Black-Scholes~~Public ~~option~~Warrants ~~pricing~~as ~~model~~of March 31, 2022 and December 31, 2021 was classified as Level 1 due to ~~determine~~the use of an observable market quote in an active market under the ~~estimated~~ticker BOAS WS. The fair value of the Private ~~Placement~~ Warrants continues to be estimated using a Black-Scholes option pricing model and was classified as ofLevel ~~September~~3 ~~30,~~due ~~2021:~~to the use of unobservable inputs.


	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

The following contains additional information regarding the inputs used in the pricing models:

● Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term.

● Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants.

● Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants.

● Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants subsequent to March 31, 2021, the Company had transfers out of Level 3 totaling $8,126,666 during the period ended March 31, 2021.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table presents information and assumptions used in the Black-Scholes option pricing model to determine the estimated fair value of the Private Placement Warrants as of the following dates:

The change in fair value of the derivative warrant liabilities through September 30, 2021 is as follows:



	March 31, 2022			December 31, 2021
Strike price	$	11.50		$	11.50
Term (in years)		5.25			5.5
Risk-free rate		2.39	%		1.3	%
Volatility		6.2	%		10.0	%
Dividend yield		0.0	%		0.0	%
Fair value of Private Placement Warrants	$	0.29		$	0.58


			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	$	7,087,850	$	15,214,516
Issuance of Public and Private Warrants		—		—		—
Change in fair value of warrant liabilities		(1,686,667)		(979,675)		(2,666,342)
Derivative warrant liabilities at June 30, 2021	$	6,439,999	$	6,108,175	$	12,548,174
Issuance of Public and Private Warrants		—		—		—
Change in fair value of warrant liabilities		(1,916,666)		(2,031,675)		(3,948,341)
Derivative warrant liabilities at September 30, 2021	$	4,523,333	$	4,076,500	$	8,599,833

The following contains additional information regarding inputs used in the pricing model:

●

Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term.

●

Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants.

●

Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants.

●

Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of private placement warrants.

The change in fair value of the derivative warrant liabilities through March 31, 2022 is as follows:


			Private Placement		Total Derivative
	Public Warrants		Warrants		Warrant Liability
Derivative warrant liabilities at December 31, 2021	$	4,063,333	$	3,820,075	$	7,883,408
Change in fair value of warrant liabilities		(1,993,333)		(1,913,325)		(3,906,658)
Derivative warrant liabilities at March 31, 2022	$	2,070,000	$	1,906,750	$	3,976,750

Fair Value of Other Financial Instruments

The carrying value of cash and accounts payable are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.

NOTE 54 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of ~~September~~March 3031, 2022 and December 31, 2021, there were no shares of Class A common stock issued and outstanding (excluding 23,000,000 shares of Class A common stock subject to possible redemption).

If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination.

In addition, 23,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to the requirements of law. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations, for more information). The Company classified the shares of Class A common stock subject to redemption rights as temporary equity as the event of the consummation of the Company’s initial Business Combination is not solely within the control of the Company.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In addition, 23,000,000 shares of Class B ~~Common~~A ~~Stock~~common —stock ~~The~~are redeemable upon the consummation of the Company’s initial Business Combination, subject to the requirements of law. In addition, if the Company is ~~authorized~~unable to ~~issue~~complete 20the initial Business Combination within the Combination Period,~~000,000~~ the Company will cease all operations except for the purpose of winding up and redeem the shares of Class BA common stock ~~with~~at a ~~par~~per-share ~~value~~price ofequal ~~$0.0001~~to ~~per~~the ~~share.~~aggregate Atamount ~~December~~then 31on deposit in the Trust Account, ~~2020~~divided by the number of then outstanding Public Shares (see Note 1, 5Description of Organization and Business Operations,~~750,000~~ for more information). The Company classified the shares of Class BA common stock ~~were~~subject ~~issued~~to ~~and~~redemption ~~outstanding.~~rights ~~These~~as ~~amounts~~temporary ~~have~~equity ~~been~~as ~~retroactively~~the ~~adjusted~~event toof ~~reflect~~ the ~~February~~consummation ~~24,~~of ~~2021~~the ~~stock~~Company’s ~~dividend~~initial ofBusiness ~~0.14~~Combination ~~shares,~~is ~~described~~not insolely ~~Note~~within 6,the ~~Related~~control ~~Party~~of ~~Transactions.~~the Company.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, 5,750,000 shares of Class B common stock were issued and outstanding. These amounts have been retroactively adjusted to reflect the February 24, 2021 stock dividend of 0.14 shares, described in Note 6, Related Party Transactions.

Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law.

The Sponsor, the Company’s officers and directors entered into a sponsor letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares (as defined below in Note 6, Related Party Transactions) and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period.

~~Warrants~~Warrant Liabilities — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the ~~IPO~~Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the ~~SEC~~U.S. Securities and Exchange Commission a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.15

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

at any time during the exercise period;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

15● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 5 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of March 31, 2022 and December 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption		(12,449,938)
Proceeds allocated to Public Warrants at issuance		(7,819,999)
Plus:
Remeasurement to Class A common stock subject to possible redemption		20,269,937
Class A common stock subject to possible redemption	$	230,000,000

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.005 per share. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised), representing an adjusted purchase price of approximately $0.004 per share. The financial statements have been retroactively restated to reflect the stock dividend. The underwriters exercised the over-allotment option in full; thus, the Founder Shares are no longer subject to forfeiture.

The Founder Shares are identical to the Class A common stock included in the Units ~~being~~ sold in the ~~IPO~~Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

As described in Note 1, Description of Organization and Business Operations, the Company sold Private Placement Warrants simultaneously with the closing of the ~~IPO~~Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the ~~IPO~~Public Offering to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination.

The excess fair value over the proceeds received for the Private Placement Warrants was recorded as a loss in the accompanying statements of operations for the three months ended March 31, 2021 within “Change in fair value of derivative warrant liability.”

Related Party Loan

The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the ~~IPO~~Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the ~~IPO~~Public Offering. The Company did not borrow any amount under the Note prior to the ~~IPO~~Public Offering.

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding.

NOTE 7 — INCOME TAXES

The Company’s provision for income taxes for the three and nine months ended September 30, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of September 30, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements.

NOTE 8 — NET INCOME PER COMMON SHARE

The Company applies the two-class method in calculating net income per common share on a pro rata basis. Net income per common share is computed by dividing net income, on a pro rata basis, by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loan but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding.

~~Reconciliation~~NOTE of7 ~~Net~~— ~~Income~~INCOME ~~per Common Share~~TAXES

The ~~following~~Company’s ~~table~~provision ~~reflects~~for income taxes for the ~~calculation~~three months ended March 31, 2022 and 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of ~~basic~~March 31, 2022 and ~~diluted~~December 31, 2021, the Company has provided a valuation allowance against its net ~~income~~deferred ~~per~~tax ~~common~~assets ~~share:~~that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements.


	Three Months		Nine Months
	Ended		Ended
	September 30, 2021		September 30, 2021
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Net income allocable to Class A common stock	$	2,767,454	$	3,710,679
Denominator: Weighted Average Stock Outstanding, Class A
Basic and diluted weighted average shares outstanding, Class A		23,000,000		18,282,051
Basic and diluted net income per share, Class A	$	0.12	$	0.20

Class B Common Stock
Numerator: Earnings allocable to Class B common stock
Net income allocable to Class B common stock	$	691,864	$	1,167,068
Denominator: Weighted Average Stock Outstanding, Class B
Basic and diluted weighted average shares outstanding, Class B		5,750,000		5,750,000
Basic and diluted net income per share, Class B	$	0.12	$	0.20

NOTE 8 — NET INCOME (LOSS) PER COMMON SHARE

The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income per common share for the periods presented.

Reconciliation of Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share:


	Three Months Ended				Three Months Ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share
Numerator
Allocation of net income (loss)	$	2,755,823	$	688,956	$	(830,658)	$	(549,700)
Denominator
Weighted-average shares outstanding		23,000,000		5,750,000		8,688,889		5,750,000
Basic and diluted net income (loss) per share	$	0.12	$	0.12	$	(0.10)	$	(0.10)

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement, dated February 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the ~~IPO~~Public Offering, or $4,600,000, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $8,050,000 was recorded as deferred underwriting commissions inon the balance ~~sheet~~sheets as of ~~September~~March 3031, 2022 and December 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Business Combination Agreement

On December 2, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Selina Holding Company, UK Societas (“Selina”) and Samba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Selina (the “Business Combination”). At the closing of the Business Combination and the effective time (the “Effective Time”) of the Merger, the stockholders of the Company will receive certain of the ordinary shares of Selina (“Selina Ordinary Shares”), and Selina will list as a publicly traded company.

Consummation of the transactions contemplated by the Business Combination Agreement are subject to customary conditions of the respective parties, including receipt of approval from our stockholders and Selina’s shareholders for consummation of the transactions and certain other actions related thereto by our stockholders.

Subscription Agreement

Concurrently with and following the execution of the Business Combination Agreement, the Company, Selina and certain accredited investors (collectively, the “PIPE Investors”) entered into the Subscription Agreements, which provide for the purchase by the PIPE Investors at the effective time of the Merger (the “Effective Time”) of (i) 5,500,000 Selina Ordinary Shares at a price per share of $10.00, for an aggregate purchase price of $55,000,000 (the “PIPE Investment”), which price per share and aggregate purchase price assumes that Selina has effected the Capital Restructuring prior to the Effective Time, and (ii) Bet on America Holdings LLC, an affiliate of our Sponsor in its capacity as one of the PIPE Investors, agreed to a conditional backstop obligation for an additional commitment to purchase up to an aggregate of 1,500,000 Selina Ordinary Shares at a price per share of $10.00 in the event that the cash proceeds condition in the Business Combination Agreement is not satisfied at the closing of the Business Combination. The closing of the PIPE Investment is conditioned upon the consummation of the Business Combination.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Vendor Agreements

On February 4, 2021, the Company entered into an agreement with a vendor for consulting services around IT infrastructure, media relations, and investor relations services. Under the agreement, the vendor receives $20,000 per month, pro-rated for any partial month, from the date of the announcement of the Business Combination until the closing date of the Business Combination. Upon completion of the Business Combination, the vendor will receive $250,000, which only becomes due and payable upon the consummation of a Business Combination.

On July 28, 2021, the Company entered into an advisory agreement for the proposed business combination with Selina. This advisory agreement is for the advisor’s role as a financial and capital markets advisor to the Company for the proposed business combination. The advisor is entitled a transaction fee amounting to $5,000,000 that is payable at the closing of the proposed business combination. This fee is contingent upon the successful closing of the proposed business combination; and as such, no amounts have been recorded within the Company’s financial statements as of December 31, 2021.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events that required disclosure or recognition in these condensed financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to BOA Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Bet on America LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~2021 ~~prospectus~~Form ~~for~~10-K ~~its Initial Public Offering~~ filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation ~~and~~on ~~formed~~October ~~for~~26, ~~the~~2021. Our business purpose ofis ~~effecting~~to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses~~. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the private placement of the private placement warrants~~, ~~the~~which ~~proceeds~~we ofrefer ~~the~~to ~~sale~~throughout ofthis ~~our~~Quarterly ~~shares~~Report inas ~~connection with~~ our initial business combination. ~~(pursuant~~On toFebruary ~~forward purchase agreements or backstop agreements we may enter into in the future)~~26, ~~shares issued to the owners of the target~~2021, ~~debt~~we ~~issued~~consummated toan ~~bank~~initial orpublic ~~other lenders or the owners of the target, or a combination of the foregoing~~offering.

WeRecent ~~expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~Developments

~~Results~~Proposed ofBusiness ~~Operations~~Combination

WeUnder ~~have~~the ~~neither~~Business ~~engaged~~Combination Agreement, immediately prior to the Effective Time, (a) each outstanding series A voting ordinary share of $0.01 each in ~~any~~the ~~operations~~capital ~~nor~~of ~~generated~~Selina, ~~any~~outstanding ~~revenues~~series toB ~~date~~voting ordinary share of $0.01 ~~All~~each ~~activity~~in ~~from~~the ~~our~~capital ~~inception~~of ~~through~~Selina, and outstanding series C voting ordinary share of $0.01 each in the ~~date~~capital of ~~our~~Selina ~~IPO~~(each, ~~February~~a ~~26,~~“Selina ~~2021,~~Preferred ~~was~~Share”) shall become and be redesignated as a Selina Ordinary Share in ~~preparation~~accordance ~~for~~with ~~our~~the ~~IPO.~~governing ~~Since~~documents ~~our~~of ~~IPO~~Selina (the “Selina Preferred Share Redesignation”); (b) Selina’s convertible loan notes, ~~our~~the ~~activity~~put ~~has~~and ~~been~~call ~~limited~~options, tothe term loan, the ~~evaluation~~2018 ofwarrant ~~Business~~instruments, ~~Combination~~and ~~candidates.~~the We2020 dowarrant ~~not~~instrument ~~expect~~(collectively, tothe ~~generate~~“Selina ~~any~~Convertible ~~operating~~Instruments”) ~~revenues~~may ~~until~~be converted into Selina Ordinary Shares in accordance with the ~~closing~~terms of the Selina Convertible Instruments and ~~completion~~the terms of ~~our~~the Business Combination. WeAgreement ~~expect~~(the to“Selina ~~generate~~Convertible ~~non-operating~~Instrument ~~income~~Conversion”); inand (c) immediately following the ~~form~~Selina ofPreferred ~~interest~~Share ~~income~~Redesignation onand ~~marketable~~the ~~securities~~Selina ~~held~~Convertible ~~after~~Instrument ~~the~~Conversion, ~~Initial~~Selina ~~Public~~shall ~~Offering~~effect a share subdivision, whereby each Selina Ordinary Share will be subdivided into such number of Selina Ordinary Shares calculated in accordance with Section 2.1(c) Weof ~~incur~~the ~~increased~~Business ~~expenses~~Combination asAgreement ato ~~result~~cause the value of ~~being~~the aoutstanding ~~public~~Selina ~~company~~Ordinary Shares immediately prior to the Effective Time to equal $10.00 per share (~~for~~the ~~legal,~~“Share ~~financial~~Subdivision” ~~reporting~~and, ~~accounting~~together ~~and~~with ~~auditing~~the ~~compliance),~~Selina asPreferred ~~well~~Share asRedesignation ~~for~~and ~~due~~the ~~diligence~~Selina ~~expenses~~Convertible Instrument Conversion, the “Capital Restructuring”).

~~For~~In ~~the~~addition, ~~three~~immediately ~~months~~prior ~~ended~~to ~~September~~the ~~30,~~Effective ~~2021~~Time, we(i) ~~had~~each aissued ~~net~~and ~~income~~outstanding share of $3our Class B common stock,~~459,318,~~ ~~which~~will ~~was~~be ~~primarily~~automatically ~~due~~converted tointo aone ~~gain~~(1) ~~from~~share ~~the~~of ~~change~~our inClass ~~fair~~A ~~value~~common ofstock ~~the~~in ~~derivative~~accordance ~~warrant~~with ~~liabilities~~the terms of ~~$3,948,341.~~our ~~This~~Charter ~~was~~(such ~~partially~~conversion, ~~offset~~the by“Class ~~$442~~B Conversion”),~~514~~ (ii) in ~~general~~accordance with and ~~administrative~~as ~~expenses~~required ~~and~~by ~~$50~~the Charter,~~000~~ ofwe ~~franchise~~will ~~tax~~provide ~~expense.~~an opportunity for our stockholders

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~~For~~to ~~the~~redeem ~~nine~~all ~~months~~or ~~ended~~a ~~September~~portion ~~30,~~of ~~2021,~~their weoutstanding ~~had~~shares ~~a net income~~ of ~~$4,877,747,~~Class ~~which~~A ~~was~~common ~~primarily~~stock ~~driven~~as byset aforth ~~gain~~therein ~~from~~ (the ~~change~~“Stockholder inRedemption”) ~~fair~~and ~~value~~(iii) ofeach ~~the~~issued ~~derivative~~and ~~warrant~~outstanding ~~liabilities~~Unit ofwill ~~$6,123,916.~~be ~~This~~automatically ~~was~~separated ~~partially~~and ~~offset~~the byholder ~~$438,197~~thereof ofwill ~~issuance~~be ~~costs~~deemed ~~attributed~~ to ~~the~~hold ~~warrant~~one ~~liability,~~share ~~$664,936~~of inClass ~~general~~A ~~and~~common ~~administrative~~stock ~~expenses~~ and ~~$150,000~~one-third of ~~franchise~~one ~~tax~~Public ~~expense~~Warrant (the “Unit Separation”).

AsPursuant ~~described~~to inthe ~~Note~~Business 3Combination Agreement, ~~Summary~~after ofgiving ~~Significant~~effect ~~Accounting~~to ~~Policies~~the Capital Restructuring, inthe ~~“Part~~Class 1.B ~~Financial~~Conversion, ~~Information~~Stockholder –Redemption, ~~Item~~and 1.the ~~Financial~~Unit ~~Statements~~Separation,” weat ~~classify~~ the ~~warrants~~Effective Time, (i) each issued inand ~~connection~~outstanding ~~with~~share of our ~~IPO~~Class ~~and~~A ~~Private~~common ~~Placement~~stock aswill ~~liabilities~~automatically atbe ~~their~~converted ~~fair~~into ~~value,~~the ~~and~~right ~~adjust~~of the ~~derivative~~holder ~~warrant~~thereof ~~liabilities~~ to ~~fair~~receive ~~value~~one at(1) ~~each~~Selina ~~reporting~~Ordinary ~~period.~~Share ~~These~~and ~~liabilities~~(ii) ~~are~~each ~~subject~~Warrant outstanding immediately prior to ~~remeasurement~~the atEffective ~~each~~Time ~~balance~~will ~~sheet~~automatically ~~date~~and ~~until~~irrevocably ~~exercised,~~be assumed by and ~~any~~assigned ~~change~~to inSelina ~~fair~~and ~~value~~converted isinto ~~recognized~~a incorresponding ~~our~~warrant ~~statements~~to ofpurchase ~~operations~~a Selina Ordinary Share (each, a “Selina Warrant”).

Concurrently with and following the execution of the Business Combination Agreement, the Company, Selina, and the PIPE Investors entered into a series of subscription agreements (collectively, the “Subscription Agreements”), which provide for the PIPE Investment, and (ii) Bet on America Holdings LLC, an affiliate of our Sponsor in its capacity as one of the PIPE Investors, agreed to a conditional backstop obligation for an additional commitment to purchase up to an aggregate of 1,500,000 Selina Ordinary Shares at a price per share of $10.00 in the event that the cash proceeds condition in the Business Combination Agreement is not satisfied at Closing. The closing of the PIPE Investment is conditioned upon the consummation of the Business Combination.

Other than as specifically discussed, this Quarterly Report does not assume the closing of the transactions contemplated by the Business Combination Agreement.

Note Subscription Agreements, Indenture and Amended and Restated Warrant Agreement

In connection with the Business Combination, on April 22, 2022, Selina entered into convertible note subscription agreements (the “Note Subscription Agreements”) with certain institutional investors (the “Investors”), pursuant to which Selina agreed to issue and sell, in private placements expected to close concurrently with the closing of the Business Combination, $147,500,000 aggregate principal amount of unsecured convertible notes (the “Notes”) for an aggregate purchase price equal to 80.00% of the principal amount of the Notes (“Purchase Price”). The Notes will mature four years after their issuance.

As additional consideration for the Purchase Price, the Note Subscription Agreements provide that each Investor will receive a warrant to purchase a number of Selina Ordinary Shares equal to approximately one-third of the number of Selina Ordinary Shares into which the principal amount of such Investor’s Note converts (the “Investor Warrants”). The Investor Warrants will be issued pursuant to the terms of an Amended and Restated Warrant Agreement, to be entered into by the Company, Selina and Continental Stock Transfer & Trust Company concurrently with the closing of the Business Combination (the “A/R Warrant Agreement”). The Investor Warrants have an exercise price of $11.50 per share, subject to adjustment and are identical to our Public Warrants in all other material respects, except (i) the Investor Warrants are not subject to redemption and (ii) a holder of an Investor Warrant may exercise such Investor Warrant on a cashless basis under the circumstances described in the A/R Warrant Agreement. Upon transfer of the Investor Warrant, such Investor Warrant will thereafter be redeemable by Selina and the holder of the Investor Warrant may no longer exercise such Investor Warrant on a cashless basis.

Sponsor Letter Agreement

In connection with the execution of the Subscription Agreements, certain Investors who subscribed for over $4,000,000 in principal amount of Notes also entered into letter agreements (the “Sponsor Agreements”) with the Sponsor, pursuant to which the Sponsor agreed to transfer, at the closing of the Business Combination, shares of our Class B common stock owned by the Sponsor (or Selina Ordinary Shares exchange therefor) to such Investors (the “Sponsor Shares”). The number of Sponsor Shares to be transferred to such Investors was determined by multiplying an Investor’s aggregate principal investment in the Notes by a percent ranging from 2.5% to 7.5% based on the principal amount of the Notes for which such Investor subscribed. The Sponsor Shares will be transferred from the 25% sponsor share pool established pursuant to the Sponsor Letter Agreement that was entered into by the Company, the Sponsor, and Selina in connection with the execution of the of the Business Combination Agreement.

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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. All activity from our inception through the date of our Public Offering, February 26, 2021, was in preparation for our Public Offering. Since our Public Offering, our activity has been limited to the evaluation of Business Combination candidates. We do not expect to generate any operating revenues until the closing and completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Comparison of the three months ended March 31, 2022 versus the three months ended March 31, 2021

For the three months ended March 31, 2022, we had a net income of $3,444,779, which was primarily due to a gain from the change in fair value of the derivative warrant liabilities of $3,906,658. This was partially offset by $415,290 in operating costs and $50,000 of franchise tax expense.

For the three months ended March 31, 2021, we had a net loss of approximately $1,380,358, which consisted of $72,644 in operating costs, $50,000 of franchise tax expense, issuance costs attributed to the warrant liability of $438,197, and a $819,517 loss from changes in fair value of derivative warrant liabilities.

As described in Note 2, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements,” we account for the Warrants issued in connection with our Public Offering and Private Placement as derivative instruments which were initially recorded at their fair value. These derivative instruments are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.

Liquidity and Capital Resources

~~Prior~~As toof ~~the~~March ~~completion~~31, of2022, ~~the~~we ~~IPO~~had cash of $171,465 ~~our~~held ~~liquidity~~outside ~~needs~~the ~~were~~Trust ~~satisfied~~Account. ~~through~~We ~~receipt~~intend ofto ~~$25,000~~use ~~from~~the funds held outside the ~~sale~~Trust ofAccount ~~Founder~~primarily ~~Shares~~for todue ~~Bet~~diligence onfees ~~America~~and ~~LLC,~~other orexpenses related to the ~~“Sponsor”.~~Business Combination.

OnAs ~~February 26, 2021, we consummated the IPO~~ of ~~23,000,000~~March ~~Units at a price of $10.00 per Unit generating net proceeds of $217~~31,~~111,865.~~ ~~Transaction costs were $12~~2022,~~888,135,~~ ~~including~~we ~~$4,600,000~~had ofcash ~~underwriting fees, $8,050,000 of deferred underwriting fees~~ and ~~$238,135~~marketable ofsecurities ~~other offering costs~~ in ~~connection with~~ the ~~IPO.~~Trust ~~Simultaneously~~Account ~~with the closing~~ of ~~the IPO~~$230, ~~we consummated the sale of 6~~015,~~575,000~~188. ~~Private~~We ~~Placement~~intend ~~Warrants~~ to ~~our~~use ~~Sponsor~~substantially atall ~~a price~~ of ~~$1.00~~the ~~per~~funds ~~warrant,~~held ~~generating~~in ~~gross~~the ~~proceeds~~Trust ~~of $6~~Account,~~575,000.~~ ~~Following~~including ~~the~~any ~~IPO~~amounts ~~and~~representing ~~the~~interest ~~sale~~earned ofon the ~~Private~~Trust ~~Placement~~Account ~~Warrants,~~(less adeferred ~~total~~underwriting ofcommissions) ~~$230,000,000~~to ~~was~~complete ~~placed~~our ininitial aBusiness ~~Trust Account~~Combination.

~~For~~Material ~~the nine months ended September 30, 2021,~~ cash used in operating activities was $942,195. Net income of $4,877,747 was adjusted for the interest earned on marketable securities held in Trust Account of $6,946, the issuance costs attributed to the warrant liabilities of $438,197, and the non-cash change in fair value of the derivative warrant liabilities of $6,123,916. Additionally, changes in operating assets and liabilities provided $127,277 of cash used in operating activities.requirements

As of ~~September~~March 3031, ~~2021~~2022, we ~~had~~do ~~cash~~not ~~and~~have ~~marketable securities in the Trust Account of $230,006,946. We intend to use substantially all of the funds held in the Trust Account, including~~ any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that our capital stock or debt ~~is used~~, inlease ~~whole~~obligations or inother ~~part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working~~ capital ~~to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies~~commitments.

AsThe ofunderwriters ~~September~~are ~~30,~~entitled ~~2021,~~to wedeferred ~~had~~fee ~~cash~~ of ~~$819,720 held outside the Trust Account~~3.5% Weof ~~intend to use~~ the ~~funds~~gross ~~held~~proceeds ~~outside~~of the ~~Trust~~Public ~~Account~~Offering, ~~primarily~~or ~~to identify and evaluate target businesses~~$8,050,000. ~~perform~~The ~~business~~deferred ~~due~~fee ~~diligence~~will onbecome ~~prospective~~payable ~~target businesses, travel~~ to ~~and~~the underwriters from the ~~offices,~~amounts ~~plants~~held orin ~~similar~~the ~~locations~~trust ofaccount ~~prospective~~solely ~~target~~in ~~businesses~~the orevent ~~their~~that ~~representatives~~we ~~or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and~~ complete aour ~~Business~~initial ~~Combination~~business combination.

InSources ~~order to fund working capital deficiencies and/or finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate~~ of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.cash

20Prior to the completion of the Public Offering, our liquidity needs were satisfied through receipt of $25,000 from the sale of founder shares to Bet on America LLC, or the “Sponsor.”

On February 26, 2021, we consummated the Public Offering of 23,000,000 Units at a price of $10.00 per unit generating net proceeds of $217,111,865. Transaction costs were $12,888,135, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $238,135 of other offering costs in connection with the Public Offering. Simultaneously with the closing of the Public Offering, we consummated the sale of 6,575,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,575,000. Following the closing of the Public Offering and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in a Trust Account and following the payment of certain transaction expenses.

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WeUses ~~do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates~~ of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash ~~on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~


	Three Months Ended March 31,
	2022		2021		Change
Net cash used in operating activities	$	(589,111)	$	(599,136)	$	10,025
Net cash used in investing activities	$	—	$	(230,000,000)	$	230,000,000
Net cash provided by financing activities	$	—	$	231,736,865	$	(231,736,865)

For the three months ended March 31, 2022, cash used in operating activities was $589,111. Net income of $3,444,779 was impacted by the non-cash changes in fair value of the derivative warrant liability of $3,906,658. Additionally, changes in operating assets and liabilities used $123,834 of cash used in operating activities, and interest earned on marketable securities held in the Trust Account of $3,398.

For the three months ended March 31, 2021, cash used in operating activities was $599,136. Net loss of $1,380,358 was reduced by the issuance costs attributed to the warrant liabilities of $438,197, and the non-cash change in fair value of the derivative warrant liabilities of $819,517. Additionally, changes in operating assets and liabilities used $476,492 of cash used in operating activities. Cash used in investing activities was impacted by $230,000,000 of cash invested in the trust account. Cash provided by financing activities was impacted by $225,161,865 of proceeds from the sale of the Units, net of underwriting discounts paid, and $6,575,000 of proceeds from the sale of Private Placement Warrants.

In order to fund working capital deficiencies and/or finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

As of March 31, 2022 and December 31, 2021, the Company had $171,465 and $760,576 in cash not held in the Trust Account and available for working capital purposes, respectively. The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company has until February 26, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 26, 2023. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Critical Accounting Policies

Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See Note 32, Summary of Significant ~~Account~~Accounting Policies, in “Part I. Financial Information – Item 1. Financial Statements” for a discussion of the estimates and judgments necessary in our accounting for derivative warrant liabilities, common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

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for a discussion of the estimates and judgments necessary in our accounting for derivative warrant liabilities, common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

Recent Accounting Pronouncements

Please refer to Note 32, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of recent accounting pronouncements and their anticipated effect on our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AsNot ofrequired ~~September~~for ~~30,~~smaller ~~2021,~~reporting ~~we were not subject to any market or interest rate risk~~companies. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2021~~2022. Based upon their evaluation, and in light of the material weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of ~~September~~March 3031, ~~2021~~2022.

21We identified a material weakness in our internal control over financial reporting as of March 31, 2022 related to the appropriate accounting for complex financial instruments. The Company’s management concluded that our control around the interpretation and accounting for certain complex features of the Class A Common Stock subject to redemption and warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in a material error in our accounting for these complex financial instruments and restatements of each of the Company’s interim financial statements on Form 10-Q/A during the year ended December 31, 2021.

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Our internal control over financial reporting did not result in the proper accounting classification of certain of the Warrants we issued in February 2021 which, due to its impact on our financial statements, we determined to be a material weakness. This mistake in classification was brought to our attention only when the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our IPO in February 2021.

Remediation Plan

After identifying the material weakness, we have commenced our remediation efforts by taking the following steps:

●

We have expanded and improved our review process for complex securities and related accounting standards.

●

We have increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

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We have also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis.

●

We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our financial statements and related disclosures.

We intend to complete the enhancement of our financial reporting processes during fiscal year 2021. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.25

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While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. We have expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness discussed above, we plan to continue to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand complex accounting standards that apply to our financial statements.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our ~~final prospectus filed with the SEC on February 25,~~ 2021 ~~and our Quarterly Report on~~ Form 10-~~Q for the quarter ended June 30, 2021~~K. As of the date of this Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus filed with the SEC on February 25,~~ 2021, ~~except for those described in our Quarterly Report on~~ Form 10-~~Q for the quarter ended June 30, 2021~~K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BOA ACQUISITION CORP.
Date: November 5, 2021		/s/ Brian Friedman
Date: May 11, 2022		/s/ Brian Friedman
	Name:	Brian Friedman
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 5, 2021		/s/ Benjamin A. Friedman
Date: May 11, 2022		/s/ Benjamin A. Friedman
	Name:	Benjamin A. Friedman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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