08/03/2026 | Press release | Distributed by Public on 08/03/2026 19:59
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 5,980,714 | (1) | I | See Footnote(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Friedman Benjamin A. C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 WASHINGTON, DC 20037 |
X | X | See Remarks | |
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Bet on America II Sponsor LLC C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 WASHINGTON, DC 20037 |
X | X | See Remarks | |
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Bet on America II HoldCo LLC C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 WASHINGTON, DC 20037 |
X | X | See Remarks | |
| /s/ Benjamin A. Friedman | 08/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II Sponsor LLC | 08/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II HoldCo LLC | 08/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | As described in the issuer's registration statement on Form S-1 (File No. 333-290732) under the heading "Description of Securities," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date. |
| (2) | Reflects securities held directly by Bet on America II Sponsor LLC (the "Sponsor"). Benjamin Avery Friedman, Chief Executive Officer and Chief Financial Officer of BOA Acquisition Corp. II controls Bet on America II HoldCo LLC, the managing member of the Sponsor. As such, he may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Bet on America II HoldCo LLC. Mr. Friedman disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
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Remarks: Chief Executive Officer and Chief Financial Officer |
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