Subsequent Events

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than as noted below.

Initial Public Offering and Private Placement

In June 2026, the Company modified the following key terms of the Proposed Public Offering and Private Placement, which have been retroactively reflected in the unaudited condensed financial statements and disclosed in the respective notes to the unaudited condensed financial statements.

On June 17, 2026, BOA’s sponsor forfeited 1,505,953 shares for no consideration. This forfeiture is presented retrospectively to all prior periods. Furthermore, the shares subject to forfeiture decreased from 1,000,000 to 803,571.

The anticipated administrative service agreement has decreased from $20,000 a month to $13,333 per month.

The anticipated underwriting fee has changed from $0.20 per unit to a flat cash fee of $750,000 regardless of whether or not the over-allotment gets exercised.

The terms of the Units in the IPO have changed from

one-eighth

(1/8) Rights to one (1) Right.

The size of the deal has decreased from 20,000,000 units (23,000,000 if the over-allotment was exercised) to 12,500,000 units (14,375,000 if the over-allotment is exercised).

The private placement has changed from 600,000 units to the Sponsor (630,000 in the event of the exercise of the ov

-allotment) to 221,500 units to the sponsor and the Private Placement Investors. In addition, the sponsor

non-managing

members have expressed to us an interest in purchasing, indirectly through the purchase of

non-managing

sponsor membership interests, an aggregate of 100,000 private placement units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 in a private placement (whether or not the over-allotment option is exercised) that will close simultaneously with the closing of this offering. Upon closing of this offering, (i) the sponsor

non-managing

members will hold

Class A-2

membership units collectively representing an interest in 1,818,179 founder shares and Class B membership units collectively representing an interest in 100,000 private placement units (ii) our sponsor will hold

Class A-1

membership units representing an interest in 803,571 founder shares,

Class A-2

membership units representing an interest in 2,995,328 founder shares and Class B membership units representing an interest in 101,500 private placement units.

The registration statement for the Company’s IPO was declared effective on August 3, 2026. On August 5, 2026, the Company consummated the IPO of 14,375,000 Units, including 1,875,000 Units issued upon the underwriters full exercise of their over-allotment option, at $10.00 per Unit, generating proceeds of $143,750,000 (see Note 3).

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 221,500 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,215,000 (see Note 4).

Transaction costs were $2,534,100, consisting of $630,000 cash underwriting fees and $1,904,100 of other offering costs. Of this amount, $265,709 were with a related party.

Repayment of Promissory Note

Immediately prior to the closing of the IPO, $531,273 was outstanding under the Note. The Note was repaid in full in connection with the closing of the IPO (see Note 6).