UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2021

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

For the transition period from to

Commission File Number: 001-40102

BOA 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 May 21, 2021, there were 23,000,000 Class A common shares and 5,750,000 Class B common shares, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)		1
	Condensed Balance Sheets	1
	Condensed Statement of Operations	2
	Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Equity	3
	Condensed Statement of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information		22
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
Part III. Signatures		25


	March 31, 2021		December 31, 2020
	(unaudited)		(audited)
ASSETS
CURRENT ASSETS
Cash	$	1,162,779	$	25,050
Prepaid expenses		299,639		—
Total current assets		1,462,418		25,050
NONCURRENT ASSETS
Cash held in trust account		230,000,000		—
Other assets		229,167		—
Deferred offering costs associated with initial public offering		—		8,000
Total noncurrent assets		230,229,167		8,000
TOTAL ASSETS	$	231,691,585	$	33,050

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,307	$	993
Accrued deferred offering costs		—		8,000
Franchise tax payable		50,000		—
Total current liabilities		53,307		8,993
LONG-TERM LIABILITIES
Deferred underwriting commissions		8,050,000		—
Derivative warrant liabilities		15,214,516		—
Total liabilities		23,317,823		8,993

Commitments and Contingencies (Note 9)

Class A common stock, $0.0001 par value; 20,337,376 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, subject to possible redemption at $10.00 per share		203,373,760		—

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,662,624 and 0 shares issued and outstanding (excluding 20,337,376 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		266		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		575		575
Additional paid-in capital		6,051,712		24,425
Accumulated deficit		(1,052,551)		(943)
Total Stockholders’ Equity		5,000,002		24,057
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY	$	231,691,585	$	33,050


	Three Months Ended
	March 31, 2021
OPERATING EXPENSES
General and administrative expenses	$	72,644
Franchise tax expense		50,000
Total operating expenses		(122,644)

OTHER EXPENSE
Underwriting discounts and offering costs attributed to derivative warrant liability		(438,197)
Change in fair value of derivative warrant liability		(490,767)
Total other expense		(928,964)

LOSS BEFORE INCOME TAX		(1,051,608)
Income tax expense		—
NET LOSS	$	(1,051,608)

Basic and diluted weighted average shares outstanding, Redeemable Class A common stock		20,398,876
Basic and diluted net loss per share, Class A common stock	$	0.00

Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock		6,732,625
Basic and diluted net loss per share, Class B common stock	$	(0.16)


	Redeemable			Class A			Class B			Additional				Total
	Common Stock			Common Stock			Common Stock			Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance—December 31, 2020	—	$	—	—	$	—	5,750,000	$	575	$	24,425	$	(943)	$	24,057
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	—		—	23,000,000		2,300	—		—		217,547,762		—		217,550,062
Sale of Private Placement Warrants	—		—	—		—	—		—		6,575,000		—		6,575,000
Initial classification of common stock subject to possible redemption	20,400,798		204,007,980	(20,400,798)		(2,040)	—		—		(204,005,940)		—		(204,007,980)
Change in common stock subject to possible redemption	(63,422)		(634,220)	63,422		6	—		—		634,214		—		634,220
Initial classification of derivative warrant liabilities	—		—	—		—	—		—		(14,723,749)		—		(14,723,749)
Net loss	—		—	—		—	—		—		—		(1,051,608)		(1,051,608)
Balance—March 31, 2021	20,337,376	$	203,373,760	2,662,624	$	266	5,750,000	$	575	$	6,051,712	$	(1,052,551)	$	5,000,002


	Three Months Ended
	March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,051,608)
Adjustments to reconcile net loss to net cash used in operating activities:
Underwriting discounts and offering costs attributed to warrant liability		438,197
Change in fair value of warrant liability		490,767
Changes in operating assets and liabilities:
Prepaid expenses		(528,806)
Accounts payable and accrued expenses		2,314
Franchise tax payable		50,000
Net cash used in operating activities		(599,136)

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

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

NET CHANGE IN CASH		1,137,729
CASH, BEGINNING OF PERIOD		25,050
CASH, END OF PERIOD	$	1,162,779

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative warrant liability	$	14,723,749
Initial classification of common stock subject to possible redemption	$	204,007,980
Change in value of common stock subject to possible redemption	$	(634,220)
Deferred underwriting fees charged to additional paid in capital	$	8,050,000


	As Previously Reported		Adjustment		As Restated
Balance Sheet as of February 26, 2021 (audited)
Derivative warrant liabilities	$	—	$	14,723,749	$	14,723,749
Total liabilities		8,180,512		14,723,749		22,904,261
Class A common stock subject to redemption		218,731,720		(14,723,740)		204,007,980
Class A Common stock		113		147		260
Additional paid-in capital		5,004,457		438,041		5,442,498
Accumulated Deficit		(5,135)		(438,197)		(443,332)


	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,000,000	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	—	$	—	$	8,126,666
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	7,087,850


				As of
	Initial Measurement			March 31, 2021
Strike price	$	11.50		$	11.50
Term (in years)		6.0			5.9
Risk-free rate		0.9	%		1.1	%
Volatility		17.0	%		17.0	%
Dividend yield		0.0	%		0.0	%
Fair value of Public Warrants	$	1.02		$	1.06
Fair value of Private Placement Warrants	$	1.05		$	1.08


			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


	Three Months Ended
	March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A common stock
Interest income earned on Trust Account	$	—
Less: Applicable franchise and income taxes		—
Net income attributable to Redeemable Class A common stock	$	—
Denominator: Weighted Average Stock Outstanding, Redeemable Class A		—
Basic and diluted weighted average shares outstanding, Redeemable Class A		20,398,876
Basic and diluted net loss per share, Redeemable Class A	$	0.00

Non-Redeemable Class A and Class B Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(1,051,608)
Less: Net income allocable to Redeemable Class A common stock		—
Net loss attributable to Non-Redeemable Class A and Class B common stock shareholders	$	(1,051,608)
Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B		6,732,625
Basic and diluted net loss per share, Non-Redeemable Class A and Class B	$	(0.16)


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)


	BOA ACQUISITION CORP.

Date: May 21, 2021		/s/ Brian Friedman
	Name:	Brian Friedman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 21, 2021		/s/ Benjamin A. Friedman
	Name:	Benjamin A. Friedman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by BOA Acquisition Corp.