BOA Acquisition Corp. II Sample Contracts
BOA ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2026 • BOA Acquisition Corp. II • Blank checks • New York
BOA Acquisition Corp. II, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto, if any (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
UNDERWRITING AGREEMENT between BOA ACQUISITION CORP. II and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: [●], 2025Underwriting Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
The undersigned, BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is made and entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
BOA ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
BOA Acquisition Corp. II, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto, if any (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is made and entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of [•], 2025, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between BOA Acquisition Corp. II (the “Company”), a blank check company incorporated in Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
BOA ACQUISITION CORP. II Grand Cayman, George Town KY1-1104 Cayman IslandsSecurities Subscription Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,000,000 of which are subject to forfeiture by you if (i) the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) of units (“Units”) or (ii) if the total number of Units offered and sold in the IPO (including any Units issued following exercise of the Over-allotment Option by the underwriters) is less than 23,000,000 Units. For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par valu
BOA Acquisition Corp. II Suite T23 Management Office Washington, D.C. 20037 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-290732) and prospectus (the “Prospectus”) filed by the Company with
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2026, is made and entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between BOA Acquisition Corp. II (the “Company”), a blank check company incorporated in Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of September, 2025, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).
BOA Acquisition Corp. II Suite T23 Management Office Washington, D.C. 20037 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 21st, 2026 • BOA Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-290732) and prospectus (the “Prospectus”) filed by the Company with
CONFIDENTIAL BOA Acquisition Corp. II Suite T23 Management Office Washington, D.C. 20037 Attention: Benjamin A. Friedman, Chief Executive OfficerConsulting Services Agreement • March 4th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of [ ], 2026 (the “Effective Date”) by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Black Spade Capital Limited, a Hong Kong based investment company and its affiliates (the “Consultant”). This Agreement shall become effective as of the Effective Date.
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this 3rd day of August, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).
BOA ACQUISITION CORP. II Grand Cayman, George Town KY1-1104 Cayman IslandsSecurities Subscription Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,000,000 of which are subject to forfeiture by you if (i) the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) of units (“Units”) or (ii) if the total number of Units offered and sold in the IPO (including any Units issued following exercise of the Over-allotment Option by the underwriters) is less than 23,000,000 Units. For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par valu
PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENTPrivate Placement Units and Founders Shares Subscription Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this [●] day of July, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchaser named on Exhibit A hereto (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
BOA ACQUISITION CORP. II Washington, D.C. 20037Administrative Services Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks
This letter agreement by and between BOA Acquisition Corp. II (the “Company”) and Bet on America II Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENTPrivate Placement Units and Founders Shares Subscription Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this 3rd day of August, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchasers named on Exhibit A hereto (the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2025, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
BOA Acquisition Corp. II Suite T23 Management Office Washington, D.C. 20037 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (“Right”) to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (Fil
RIGHTS AGENCY AGREEMENT August 3, 2026Rights Agency Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between BOA Acquisition Corp. II (the “Company”), a blank check company incorporated in Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
INDEMNITY AGREEMENTIndemnity Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2025 • BOA Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2025, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENTPrivate Placement Units and Founders Shares Subscription Agreement • July 21st, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this [●] day of July, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchasers named on Exhibit A hereto (the “Purchasers”).
August 3, 2026 BOA Acquisition Corp. II Suite T23 Management Office Washington, D.C. 20037Letter Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-290732) and prospectus (the “Prospectus”) filed by the Company with
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2026 • BOA Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
BOA ACQUISITION CORP. II Washington, D.C. 20037Administrative Services Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks
This letter agreement by and between BOA Acquisition Corp. II (the “Company”) and Bet on America II Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • July 27th, 2026 • BOA Acquisition Corp. II • Blank checks • New York
This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2026 • BOA Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).