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EX-99.1 - EXHIBIT 99.1 - BOA Acquisition Corp.tm2111620d1_ex99-1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): March 31, 2021

 

BOA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 001-40102 85-4252723
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

2600 Virginia Ave NW,

Suite T23 Management Office

Washington, D.C. 20037

(Address of principal executive offices, including zip code)

 

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

 

Not Applicable
(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

Item 8.01. Other Events.

 

On March 31, 2021, BOA Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about March 31, 2021. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The New York Stock Exchange (“NYSE”) under the symbol “BOAS.U”, and the Class A Common Stock and Warrants will separately trade on NYSE under the symbols “BOAS” and “BOAS WS”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

EXHIBIT INDEX

Exhibit No.   Description
99.1   Press Release, dated March 31, 2021.

 

 

SIGNATURE

 

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

 

  BOA ACQUISITION CORP.
     
Dated: March 31, 2021 By: /s/ Benjamin A. Friedman  
    Name: Benjamin A. Friedman
    Title: Chief Financial Officer