Exhibit 99.1
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by InternetQUICK ï^ï^ï^ EASY IMMEDIATE24 Hours a Day, 7 Days a Week or by Mail Your to vote Internet your shares vote authorizes in the same the manner named as proxies if you BOA ACQUISITION CORP. Votes marked, submitted signed and electronically returned your over proxy the Internet card. must October 19, be 2022 received . by 10:00 a.m., New York City, on INTERNET Use www the .cstproxyvote Internet to vote .com your proxy. Have your the above proxy website card available . Follow when the prompts you access to vote your shares. If Vote you at plan the to Meeting attend the virtual online special meeting, ber to vote you electronically will need your at the 12 digit special control meeting num . To attend the special meeting, visit: https://www.cstproxy.com/boaacquisition/2022 MAIL and return Mark, it in sign the postage and date -paid your envelope proxy card provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. ï³ FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED ï³ Please mark your votes like this X PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3. Proposal No. 1 The Business Combination FOR AGAINST ABSTAIN Proposal to consider and vote upon a proposal to adopt the Business Combination Agreement, dated as of December 2, 2021, by and among BOA, Selina Hospitality PLC (Selina), Samba Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Selina (Merger Sub) (as it may be amended and/or restated from time to time, the Business Combination Agreement) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into BOA, with BOA surviving the merger as a wholly owned subsidiary of Selina (the transactions contemplated by the Business Combination Agreement, the Business Combination and such proposal, the Business Combination Proposal); Proposal No. 3 The Adjournment Proposal FOR AGAINST ABSTAIN to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, the Business Combination Proposal or the Governing Documents Proposals (collectively, the Condition Precedent Proposals) would not be duly approved and adopted by BOAs stockholders or BOA determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or BOA is otherwise not authorized to consummate the Business Combination (such proposal, the Adjournment Proposal and, together with the Business Combination Proposal and the Governing Documents Proposals, the Proposals). Proposal No. 2 The Governing Documents Proposals to consider and vote upon separate proposals to approve the following material differences between BOAs amended and restated certificate of incorporation (the BOA Charter) and the proposed Selina Articles of Association (the Selina Articles) to be effective upon the consummation of the Business Combination (collectively, the Governing Documents Proposals): (i) the name of the new public entity will be Selina FOR AGAINST ABSTAIN Hospitality PLC as opposed to BOA Acquisition Corp.; (ii) the Selina Articles will provide for one class of FOR AGAINST ABSTAIN ordinary shares as opposed to the two classes of common stock provided for in the BOA Charter; (iii) Selinas corporate existence is perpetual as FOR AGAINST ABSTAIN opposed to BOAs corporate existence terminating if a business combination is not consummated within a specified period of time; and (iv) the Selina Articles will not include the various FOR AGAINST ABSTAIN provisions applicable only to special purpose acquisition corporations that the BOA Charter contains. CONTROL NUMBER Signature_________________________________ Signature, if held jointly_________________________________ Date___________2022. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting To view the 2022 Proxy Statement and to attend the Special Meeting, please go to: https://www.cstproxy.com/boaacquisition/2022 ï³ FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED ï³ PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS BOA ACQUISITION CORP. The undersigned appoints Brian Friedman and Benjamin Friedman, and each of them, as proxies, each with the power to appoint their substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the ordinary shares of BOA Acquisition Corp. held of record by the undersigned at the close of business on August 18, 2022 at the Special Meeting of BOA Acquisition Corp. (the Company). CONTRARY THIS PROXY INDICATION WHEN PROPERLY IS MADE, THE EXECUTED PROXY WILL WILL BE BE VOTED VOTED IN FAVOR AS INDICATED OF PROPOSAL . IF NO 1, PROPOSAL PERSONS NAMED 2 AND AS PROPOSAL PROXY HEREIN 3, AND ON IN ACCORDANCE ANY OTHER MATTERS WITH THE THAT JUDGMENT MAY PROPERLY OF THE COME BOARD BEFORE OF DIRECTORS THE SPECIAL . MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY (Continued and to be marked, dated and signed on the other side)