--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-271114" form_type: "8-K" ticker: null cik: "0001838544" company_name: "BOA Acquisition Corp." filed_at: "2022-10-27T23:59:59+00:00" generated_at: "2026-06-23T00:11:59.665639+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # BOA Acquisition Corp. completes business combination with Selina Hospitality; delists from NYSE ## Summary - Business combination with Selina Hospitality PLC completed Oct 27, 2022; BOA becomes wholly owned subsidiary. - At Oct 21 special meeting, stockholders approved: 21.4M for, 1.7M against, 2.7M broker non-votes. - BOA notified NYSE to suspend trading and filed Form 25 to delist all BOA securities (Class A, warrants, units). - All BOA directors and officers (Brian D. Friedman, Benjamin A. Friedman, and others) resigned upon closing. - BOA intends to file Form 15 to deregister securities and suspend SEC reporting obligations. ## SEC filing metadata - accession: 0001193125-22-271114 - form_type: 8-K - cik: 0001838544 - company_name: BOA Acquisition Corp. - filed_at: 2022-10-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/d395169d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-271114 - JSON: https://secwatch.observer/filing/0001193125-22-271114.json - Plain text: https://secwatch.observer/filing/0001193125-22-271114.txt ## Key facts - Executive change Shane Battier departed as Director at BOA Acquisition Corp.. - Action: ceased - Role: Director source text: and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Srikanth Batchu departed as Director at BOA Acquisition Corp.. - Action: ceased - Role: Director source text: and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Brian D. Friedman departed as Chief Executive Officer at BOA Acquisition Corp.. - Action: ceased - Role: Chief Executive Officer source text: Brian D. Friedman ceased to be Chairman, Chief Executive Officer, Chief Investment Officer and a director evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Jenny Abramson departed as Director at BOA Acquisition Corp.. - Action: ceased - Role: Director source text: and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Benjamin A. Friedman departed as Chief Financial Officer at BOA Acquisition Corp.. - Action: ceased - Role: Chief Financial Officer source text: Benjamin A. Friedman ceased to be Chief Financial Officer, President and a director evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Lorron James departed as Director at BOA Acquisition Corp.. - Action: ceased - Role: Director source text: and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Executive change Anthony Wanger departed as Director at BOA Acquisition Corp.. - Action: ceased - Role: Director source text: and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - M&A Transactions BOA Acquisition Corp. underwent a change of control involving Selina Hospitality PLC (closed 2022-10-27). - Action: change of control - Counterparty: Selina Hospitality PLC - Closing: 2022-10-27 source text: Effective October 27, 2022, BOA Acquisition Corp. (“BOA”) completed its previously announced business combination (“Business Combination”) with Selina Hospitality PLC (“Selina”), where Samba Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Selina (“Merger Sub”) merged with and into BOA (the “Business Combination”), with BOA surviving the Business Combination as a wholly owned subsidiary of Selina evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Approve perpetual corporate existence as opposed to termination if business combination not consummated at the 2022-10-21 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-10-21 source text: (iii) Selina’s corporate existence is perpetual as opposed to the Company’s corporate existence terminating if a business combination is not consummated within a specific period of time. Votes For Votes Against Abstentions Broker Non-Votes 21,427,816 1,697,771 0 2,656,415 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Approve removal of provisions applicable only to special purpose acquisition corporations from the Selina Articles at the 2022-10-21 meeting. - Outcome: passed - Meeting: 2022-10-21 source text: (iv) The Selina Articles will not include the various provisions applicable only to special purposed acquisition corporations that the BOA Charter contains. Votes For Votes Against Abstentions Broker Non-Votes 21,427,816 1,697,771 0 2,656,415 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Approve the change from two classes of common stock to one class of ordinary shares at the 2022-10-21 meeting. - Outcome: passed - Meeting: 2022-10-21 source text: (ii) The Selina Articles will provide for one class of ordinary shares as opposed to the two classes of common stock provided for in the BOA Charter. Votes For Votes Against Abstentions Broker Non-Votes 21,428,116 1,697,471 0 2,656,415 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Adopt the Business Combination Agreement and approve the transactions contemplated thereby at the 2022-10-21 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-10-21 source text: 1. The proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Selina (such proposal, the “Business Combination Proposal”): Votes For Votes Against Abstentions Broker Non-Votes 21,427,802 1,697,785 0 2,656,415 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Approve the name change of the new public entity to Selina Hospitality PLC at the 2022-10-21 meeting. - Outcome: passed - Meeting: 2022-10-21 source text: (i) The name of the new public entity will be “Selina Hospitality PLC” as opposed to “BOA Acquisition Corp.” Votes For Votes Against Abstentions Broker Non-Votes 24,084,072 1,697,930 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm - Shareholder Votes BOA Acquisition Corp. shareholders approved Approve adjournment of the Special Meeting if necessary to solicit further proxies at the 2022-10-21 meeting. - Outcome: passed - Meeting: 2022-10-21 source text: 3. The 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 would not be duly approved and adopted by the Company’s stockholders or the Company determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or the Company is otherwise not authorized to consummate the Business Combination: Votes For Votes Against Abstentions Broker Non-Votes 24,084,052 1,697,950 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1838544/000119312522271114/0001193125-22-271114-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.