SEC Form 3

FORM 3

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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1. Name and Address of Reporting Person* Friedman Benjamin A. (Last) (First) (Middle) C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 (Street) WASHINGTON DISTRICT OF COLUMBIA 20037 (City) (State) (Zip) UNITED STATES (Country)	2. Date of Event Requiring Statement (Month/Day/Year) 08/03/2026	3. Issuer Name and Ticker or Trading Symbol BOA Acquisition Corp. II [ THEO ]
		3a. Foreign Trading Symbol	5. If Amendment, Date of Original Filed (Month/Day/Year)
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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)

1. Name and Address of Reporting Person* Friedman Benjamin A. (Last) (First) (Middle) C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 (Street) WASHINGTON DISTRICT OF COLUMBIA 20037 (City) (State) (Zip) UNITED STATES (Country) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Bet on America II Sponsor LLC (Last) (First) (Middle) C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 (Street) WASHINGTON DISTRICT OF COLUMBIA 20037 (City) (State) (Zip) UNITED STATES (Country) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Bet on America II HoldCo LLC (Last) (First) (Middle) C/O BOA ACQUISITION CORP. II 2600 VIRGINIA AVENUE NW, SUITE T23 (Street) WASHINGTON DISTRICT OF COLUMBIA 20037 (City) (State) (Zip) UNITED STATES (Country) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

Explanation of Responses:

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.

Remarks:

Chief Executive Officer and Chief Financial Officer

	/s/ Benjamin A. Friedman	08/03/2026
	/s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II Sponsor LLC	08/03/2026
	/s/ Benjamin A. Friedman, as Authorized Signatory of Bet on America II HoldCo LLC	08/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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* Form 3: SEC 1473 (03-26)