ITEM 1. FINANCIAL STATEMENTS
BOA ACQUISITION CORP.
CONDENSED BALANCE SHEETS
(UNAUDITED)
​
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | June 30, 2021 | December 31, 2020 |
| ASSETS | ​ | ​ | ​ | ​ | ​ | ​ |
| CURRENT ASSETS | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash | ​ | $ | 1,118,578 | ​ | $ | 25,050 |
| Prepaid expenses | ​ | 288,505 | ​ | — |
| Total current assets | ​ | ​ | 1,407,083 | ​ | ​ | 25,050 |
| NONCURRENT ASSETS | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash held in trust account | ​ | ​ | 230,003,473 | ​ | ​ | — |
| Other assets | ​ | ​ | 160,417 | ​ | ​ | — |
| Deferred offering costs associated with initial public offering | ​ | — | ​ | 8,000 |
| Total noncurrent assets | ​ | 230,163,890 | ​ | 8,000 |
| TOTAL ASSETS | ​ | $ | 231,570,973 | ​ | $ | 33,050 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY | ​ | ​ |
| CURRENT LIABILITIES | ​ | ​ | ​ | ​ | ​ | ​ |
| Accounts payable | ​ | $ | 29,000 | ​ | $ | 993 |
| Accrued deferred offering costs | ​ | ​ | — | ​ | ​ | 8,000 |
| Franchise tax payable | ​ | ​ | 100,000 | ​ | ​ | — |
| Total current liabilities | ​ | ​ | 129,000 | ​ | ​ | 8,993 |
| LONG-TERM LIABILITIES | ​ | ​ | ​ | ​ | ​ | ​ |
| Deferred underwriting commissions | ​ | 8,050,000 | ​ | — |
| Derivative warrant liabilities | ​ | ​ | 12,548,174 | ​ | ​ | — |
| Total liabilities | ​ | 20,727,174 | ​ | 8,993 |
| ​ | ​ | ​ | ​ |
| Commitments and Contingencies (Note 8) | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ |
| Class A common stock, $ 0.0001 par value; 20,584,379 and 0 shares as of June 30, 2021 and December 31, 2020, respectively, subject to possible redemption at $ 10.00 per share | ​ | ​ | 205,843,790 | ​ | ​ | — |
| ​ | ​ | ​ | ​ | ​ |
| STOCKHOLDERS' EQUITY | ​ | ​ | ​ |
| Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | ​ | — | ​ | — |
| Class A common stock, $ 0.0001 par value; 380,000,000 shares authorized; 2,415,621 and 0 shares issued and outstanding (excluding 20,584,379 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | ​ | 242 | ​ | — |
| Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ​ | 575 | ​ | 575 |
| Additional paid-in capital | ​ | 3,581,706 | ​ | 24,425 |
| Accumulated deficit | ​ | 1,417,486 | ​ | ( 943 ) |
| Total Stockholders’ Equity | ​ | 5,000,009 | ​ | 24,057 |
| TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY | ​ | $ | 231,570,973 | ​ | $ | 33,050 |

​
The accompanying notes are an integral part of these condensed financial statements.
​
1
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months Ended | ​ | Six Months Ended |
| ​ | June 30, 2021 | June 30, 2021 |
| OPERATING EXPENSES | ​ | ​ | ​ | ​ | ​ | ​ |
| General and administrative expenses | ​ | $ | 149,778 | ​ | $ | 222,422 |
| Franchise tax expense | ​ | ​ | 50,000 | ​ | ​ | 100,000 |
| Total operating expenses | ​ | ​ | ( 199,778 ) | ​ | ​ | ( 322,422 ) |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| OTHER INCOME (EXPENSE) | ​ | ​ | ​ | ​ | ​ | ​ |
| Interest earned on marketable securities held in Trust Account | ​ | ​ | 3,473 | ​ | ​ | 3,473 |
| Underwriting discounts and offering costs attributed to derivative warrant liability | ​ | ​ | — | ​ | ​ | ( 438,197 ) |
| Change in fair value of derivative warrant liability | ​ | ​ | 2,666,342 | ​ | ​ | 2,175,575 |
| Total other income | ​ | ​ | 2,669,815 | ​ | ​ | 1,740,851 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| INCOME BEFORE INCOME TAX | ​ | ​ | 2,470,037 | ​ | ​ | 1,418,429 |
| Income tax expense | ​ | ​ | — | ​ | ​ | — |
| NET INCOME | ​ | $ | 2,470,037 | ​ | $ | 1,418,429 |
| ​ | ​ | ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Redeemable Class A common stock | ​ | 20,340,090 | ​ | ​ | 20,355,735 |
| Basic and diluted net income per share, Class A common stock | ​ | $ | — | ​ | $ | — |
| ​ | ​ | ​ | ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock | ​ | 8,409,910 | ​ | 7,575,901 |
| Basic and diluted net income per share, Class B common stock | ​ | $ | 0.29 | ​ | $ | 0.19 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Redeemable | ​ | ​ | Class A | ​ | Class B | ​ | Additional | ​ | Retained Earnings | ​ | Total |
| ​ | ​ | Common Stock | ​ | ​ | Common Stock | ​ | Common Stock | ​ | Paid-in | ​ | (Accumulated | ​ | Stockholders' |
| ​ | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit) | Equity |
| Balance—December 31, 2020 | ​ | — | ​ | $ | — | ​ | ​ | — | ​ | $ | — | ​ | 5,750,000 | ​ | $ | 575 | ​ | $ | 24,425 | ​ | $ | ( 943 ) | ​ | $ | 24,057 |
| Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs | — | ​ | — | 23,000,000 | ​ | 2,300 | ​ | — | ​ | ​ | — | ​ | 217,547,762 | ​ | — | ​ | 217,550,062 |
| Sale of Private Placement Warrants | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 6,575,000 | ​ | ​ | — | ​ | ​ | 6,575,000 |
| Initial classification of common stock subject to possible redemption | ​ | 20,400,798 | ​ | ​ | 204,007,980 | ​ | ​ | ( 20,400,798 ) | ​ | ​ | ( 2,040 ) | ​ | — | ​ | ​ | — | ​ | ​ | ( 204,005,940 ) | ​ | ​ | — | ​ | ​ | ( 204,007,980 ) |
| Change in common stock subject to possible redemption | ​ | ( 63,422 ) | ​ | ​ | ( 634,220 ) | ​ | ​ | 63,422 | ​ | ​ | 6 | ​ | — | ​ | ​ | — | ​ | ​ | 634,214 | ​ | ​ | — | ​ | ​ | 634,220 |
| Initial classification of derivative warrant liabilities | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | ( 14,723,749 ) | ​ | ​ | — | ​ | ​ | ( 14,723,749 ) |
| Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ( 1,051,608 ) | ​ | ​ | ( 1,051,608 ) |
| Balance—March 31, 2021 | ​ | 20,337,376 | ​ | $ | 203,373,760 | ​ | ​ | 2,662,624 | ​ | $ | 266 | ​ | 5,750,000 | ​ | $ | 575 | ​ | $ | 6,051,712 | ​ | $ | ( 1,052,551 ) | ​ | $ | 5,000,002 |
| Change in common stock subject to possible redemption | ​ | 247,003 | ​ | ​ | 2,470,030 | ​ | ​ | ( 247,003 ) | ​ | ​ | ( 24 ) | ​ | — | ​ | ​ | — | ​ | ​ | ( 2,470,006 ) | ​ | ​ | — | ​ | ​ | ( 2,470,030 ) |
| Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,470,037 | ​ | ​ | 2,470,037 |
| Balance—June 30, 2021 | ​ | 20,584,379 | ​ | $ | 205,843,790 | ​ | ​ | 2,415,621 | ​ | $ | 242 | ​ | 5,750,000 | ​ | $ | 575 | ​ | $ | 3,581,706 | ​ | $ | 1,417,486 | ​ | $ | 5,000,009 |

| ​ | ​ | ​ | ​ |
| ​ | Six Months Ended |
| ​ | ​ | June 30, 2021 |
| CASH FLOWS FROM OPERATING ACTIVITIES | ​ | ​ | ​ |
| Net income | ​ | $ | 1,418,429 |
| Adjustments to reconcile net income to net cash used in operating activities: | ​ | ​ |
| Interest earned on marketable securities held in Trust Account | ​ | ​ | ( 3,473 ) |
| Underwriting discounts and offering costs attributed to warrant liability | ​ | ​ | 438,197 |
| Change in fair value of warrant liability | ​ | ​ | ( 2,175,575 ) |
| Changes in operating assets and liabilities: | ​ | ​ |
| Prepaid expenses and other assets | ​ | ​ | ( 448,922 ) |
| Accounts payable and accrued expenses | ​ | 28,007 |
| Franchise tax payable | ​ | ​ | 100,000 |
| Net cash used in operating activities | ​ | ( 643,337 ) |
| ​ | ​ | ​ | ​ |
| CASH FLOWS FROM INVESTING ACTIVITIES | ​ | ​ | ​ |
| Investment of cash in Trust Account | ​ | ​ | ( 230,000,000 ) |
| Net cash used in investing activities | ​ | ​ | ( 230,000,000 ) |
| ​ | ​ | ​ |
| CASH FLOW FROM FINANCING ACTIVITIES | ​ | ​ |
| Proceeds from sale of Units, net of underwriting discounts paid | ​ | ​ | 225,161,865 |
| Proceeds from sale of Private Placement Warrants | ​ | ​ | 6,575,000 |
| Net cash provided by financing activities | ​ | 231,736,865 |
| ​ | ​ | ​ |
| NET CHANGE IN CASH | ​ | 1,093,528 |
| CASH, BEGINNING OF PERIOD | ​ | 25,050 |
| CASH, END OF PERIOD | ​ | $ | 1,118,578 |
| ​ | ​ | ​ |
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES | ​ | ​ |
| Initial classification of derivative warrant liability | ​ | $ | 14,723,749 |
| Initial classification of common stock subject to possible redemption | ​ | $ | 204,007,980 |
| Change in value of common stock subject to possible redemption | ​ | $ | 1,835,810 |
| Deferred underwriting fees charged to additional paid in capital | ​ | $ | 8,050,000 |

BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited) NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSOrganization and OperationsBOA Acquisition Corp. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilities as other income (expense).Corporate Organization and Initial Public OfferingThe Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America LLC, a Delaware limited liability company (the “Sponsor”).On February 26, 2021, the Company consummated its IPO of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, raising $ 230,000,000 of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the IPO were $ 217,111,865 , after deducting expenses and underwriting discounts and commissions of approximately $ 12,888,135 , which includes $ 8,050,000 in deferred underwriting commissions (see Note 8, Commitments and Contingencies, for more information).Public WarrantsEach Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of our Initial Business Combination at an issue or effective issue price of less than $ 9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the amount that is the total equity proceeds (and interest thereon) , available for the funding of the Initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of our Class A common stock during the 20 -trading-day period starting on the trading day prior to the date on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115 % of the higher of the Newly Issued Price and the Market Value, and the $ 18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180 % of the higher of the Newly Issued Price and the Market Value.No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. 5
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $ 0.01 per Public Warrant upon a minimum of 30 days ’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.Private Placement WarrantsSimultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of approximately $ 6,575,000 (see Note 5, Related Party Transactions, for more information). The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Note 4, Stockholders’ Equity—Warrants. No underwriting discounts or commissions were paid with respect to such sale.Transaction CostsTransaction costs amounted to $ 12,888,135 , consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs.The Trust Account Following the closing of the IPO, $ 230,000,000 of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. 6
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $ 100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 7
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (see Note 5, Related Party Transactions, for more information) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.Separate trading of Class A common shares and Public WarrantsOn March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS WS,” respectively. ​​ NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of PresentationThe accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. Use of EstimatesIn the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. 8
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ Cash held in Trust AccountAt June 30, 2021, the Company had $ 230,003,473 in cash held in the Trust Account that were held in U.S. Treasury Bills. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the Financial Accounting Standards Board (“FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are:Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options.Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Concentration of Credit RiskFinancial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Derivative Warrant LiabilitiesThe Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 9
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 3, Note 4, and Note 5) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized on the statements of operations in the period of change. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach, while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (see Note 4, Fair Value Measurements, for more information). Allocation of Issuance CostsThe Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $ 12,888,135 —consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting commissions, and $ 238,135 of other offering costs—to the issuance of its Class A shares and Public Warrants in the amount of $ 12,449,938 and $ 438,197 , respectively. Issuance costs attributed to the Public Warrants were expensed during the three months ended March 31, 2021, to the condensed statements of operations. Class A Common Stock subject to possible RedemptionThe Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Recently issued Accounting StandardsIn August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. ​10
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Fair Value Measured as of June 30, 2021 |
| ​ | Level 1 | Level 2 | Level 3 |
| Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Investments held in Trust Account (1) | ​ | ​ | ​ | ​ |
| ​ | ​ | $ | 230,003,473 | ​ | $ | — | ​ | $ | — |
| Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Derivative warrant liabilities - Public Warrants (2) | ​ | $ | 6,439,999 | ​ | $ | — | ​ | $ | — |
| Derivative warrant liabilities - Private Placement Warrants (3) | ​ | $ | — | ​ | $ | — | ​ | $ | 6,108,175 |
| (1) | The fair value of the investments held in Trust Account was based on the quoted market price. |
| (2) | The fair value of the derivative warrant liabilities – Public Warrants was based on the quoted market price for BOAS WS as of the reporting date. |
| (3) | The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | As of |
| ​ | Initial Measurement | March 31, 2021 | ​ |
| Strike price | ​ | $ | 11.50 | ​ | $ | 11.50 | ​ |
| Term (in years) | ​ | ​ | 6.0 | ​ | ​ | 5.9 | ​ |
| Risk-free rate | ​ | ​ | 0.9 | % | ​ | 1.1 | % |
| Volatility | ​ | ​ | 17.0 | % | ​ | 17.0 | % |
| Dividend yield | ​ | ​ | 0.0 | % | ​ | 0.0 | % |
| Fair value of Public Warrants | ​ | $ | 1.02 | ​ | $ | 1.06 | ​ |
| Fair value of Private Placement Warrants | ​ | $ | 1.05 | ​ | $ | 1.08 | ​ |
| ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | As of |
| ​ | June 30, 2021 |
| Strike price | ​ | $ | 11.50 | ​ |
| Term (in years) | ​ | ​ | 5.7 | ​ |
| Risk-free rate | ​ | ​ | 1.0 | % |
| Volatility | ​ | ​ | 17.6 | % |
| Dividend yield | ​ | ​ | 0.0 | % |
| Fair value of Public Warrants | ​ | $ | 0.84 | ​ |
| Fair value of Private Placement Warrants | ​ | $ | 0.93 | ​ |
| ● | Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term. |
| ● | Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. |
| ● | Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. |
| ● | Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | Private Placement | ​ | Total Derivative |
| ​ | Public Warrants | Warrants | Warrant Liability |
| Derivative warrant liabilities at December 31, 2020 | ​ | $ | — | ​ | $ | — | ​ | $ | — |
| Issuance of Public and Private Warrants | ​ | 7,819,999 | ​ | 6,903,750 | ​ | 14,723,749 |
| Change in fair value of warrant liabilities | ​ | ​ | 306,667 | ​ | ​ | 184,100 | ​ | ​ | 490,767 |
| Derivative warrant liabilities at March 31, 2021 | ​ | $ | 8,126,666 | ​ | $ | 7,087,850 | ​ | $ | 15,214,516 |
| Issuance of Public and Private Warrants | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |
| Change in fair value of warrant liabilities | ​ | ​ | ( 1,686,667 ) | ​ | ​ | ( 979,675 ) | ​ | ​ | ( 2,666,342 ) |
| Derivative warrant liabilities at June 30, 2021 | ​ | $ | 6,439,999 | ​ | $ | 6,108,175 | ​ | $ | 12,548,174 |

| ● | in whole and not in part; |
| ● | at a price of $ 0.01 per warrant; |
| ● | at any time during the exercise period; |
| ● | upon a minimum of 30 days ’ prior written notice of redemption; and |
| ● | if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
| ● | If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. |

BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. ​​ NOTE 5 — RELATED PARTY TRANSACTIONSFounder SharesOn December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $ 25,000 , or approximately $ 0.005 per share. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised), representing an adjusted purchase price of approximately $ 0.004 per share. The financial statements have been retroactively restated to reflect the stock dividend. The underwriters exercised the over-allotment option in full; thus, the Founder Shares are no longer subject to forfeiture.The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Private PlacementAs described in Note 1, Description of Organization and Business Operations, the Company sold Private Placement Warrants simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $ 11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination. 15
BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ Related Party LoanThe Company’s Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the IPO. The Company did not borrow any amount under the Note prior to the IPO.In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $ 1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding. ​ NOTE 6 — INCOME TAXESThe Company’s provision for income taxes for the three and six months ended June 30, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of June 30, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements. ​ NOTE 7 — NET INCOME PER COMMON SHARENet income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the IPO and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.The Company’s statements of operations includes a presentation of income per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock outstanding since original issuance. Net income per common share, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net income, adjusted for income or loss attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares, defined below, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. 16
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Three Months | ​ | Six Months |
| ​ | Ended | Ended |
| ​ | ​ | June 30, 2021 | ​ | June 30, 2021 |
| Redeemable Class A Common Stock | ​ | ​ | ​ | ​ | ​ | ​ |
| Numerator: Earnings allocable to Redeemable Class A common stock | ​ | ​ | ​ | ​ | ​ | ​ |
| Interest income earned on Trust Account | ​ | $ | 3,473 | ​ | $ | 3,473 |
| Less: Applicable franchise and income taxes | ​ | ​ | ( 3,473 ) | ​ | ​ | ( 3,473 ) |
| Net income attributable to Redeemable Class A common stock | ​ | $ | — | ​ | $ | — |
| Denominator: Weighted Average Stock Outstanding, Redeemable Class A | ​ | ​ | ​ | ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Redeemable Class A | ​ | ​ | 20,340,090 | ​ | ​ | 20,355,735 |
| Basic and diluted net income per share, Redeemable Class A | ​ | $ | 0.00 | ​ | $ | 0.00 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Non-Redeemable Class A and Class B Common Stock | ​ | ​ | ​ | ​ | ​ | ​ |
| Numerator: Net income minus net earnings | ​ | ​ | ​ | ​ | ​ | ​ |
| Net income | ​ | $ | 2,470,037 | ​ | $ | 1,418,429 |
| Less: Net income allocable to Redeemable Class A common stock | ​ | ​ | — | ​ | ​ | — |
| Net income attributable to Non-Redeemable Class A and Class B common stock shareholders | ​ | $ | 2,470,037 | ​ | $ | 1,418,429 |
| Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B | ​ | ​ | ​ | ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B | ​ | ​ | 8,409,910 | ​ | ​ | 7,575,901 |
| Basic and diluted net income per share, Non-Redeemable Class A and Class B | ​ | $ | 0.29 | ​ | $ | 0.19 |

BOA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS(Unaudited)​ NOTE 9 — SUBSEQUENT EVENTSThe Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events that required disclosure or recognition in these condensed financial statements. ​​18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to BOA Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Bet on America LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. All activity from our inception through the date of our IPO, February 26, 2021, was in preparation for our IPO. Since our IPO, our activity has been limited to the evaluation of Business Combination candidates. We do not expect to generate any operating revenues until the closing and completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2021, we had a net income of $2,470,037, which was primarily due to a gain from the change in fair value of the derivative warrant liabilities of $2,666,342. This was partially offset by $149,778 in general and administrative expenses and $50,000 of franchise tax expense.
19
For the six months ended June 30, 2021, we had a net income of $1,418,429, which was primarily driven by a gain from the change in fair value of the derivative warrant liabilities of $2,175,575. This was partially offset by $438,197 of issuance costs attributed to the warrant liability, $222,422 in operating costs and $100,000 of franchise tax expense.As described in Note 2, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements,” we classify the warrants issued in connection with our IPO and Private Placement as liabilities at their fair value, and adjust the derivative warrant liabilities to fair value at each reporting period. These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.Liquidity and Capital ResourcesPrior to the completion of the IPO, our liquidity needs were satisfied through receipt of $25,000 from the sale of Founder Shares to Bet on America LLC, or the “Sponsor”. On February 26, 2021, we consummated the IPO of 23,000,000 Units at a price of $10.00 per Unit generating net proceeds of $217,111,865. Transaction costs were $12,888,135, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $238,135 of other offering costs in connection with the IPO. Simultaneously with the closing of the IPO, we consummated the sale of 6,575,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,575,000. Following the IPO and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in a Trust Account.For the six months ended June 30, 2021, cash used in operating activities was $643,337. Net income of $1,418,429 was adjusted for the interest earned on marketable securities held in Trust Account of $3,473, the issuance costs attributed to the warrant liabilities of $438,197, and the non-cash change in fair value of the derivative warrant liabilities of $2,175,575. Additionally, changes in operating assets and liabilities provided $320,915 of cash used in operating activities.As of June 30, 2021, we had cash and marketable securities in the Trust Account of $230,003,473. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.As of June 30, 2021, we had cash of $1,118,578 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.In order to fund working capital deficiencies and/or finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.20
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.Critical Accounting PoliciesOur management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See Note 2, Summary of Significant Account Policies, in Part I. Financial Information – Item 1.Financial Statements for a discussion of the estimates and judgments necessary in our accounting for derivative warrant liabilities, common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.Recent Accounting PronouncementsPlease refer to Note 2, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of recent accounting pronouncements and their anticipated effect on our business.​
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Based upon their evaluation, and in light of the material weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2021.
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| ● | We have expanded and improved our review process for complex securities and related accounting standards. |
| ● | We have increased communication among its personnel and third-party professionals with whom we consult regarding complex accounting applications. |
| ● | We have also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis. |
| ● | We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our financial statements and related disclosures. |

PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
​
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus filed with the SEC on February 25, 2021. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC, except for the below.
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on warrants that have certain settlement terms and provisions related to certain tender offers or warrants which do not meet the criteria to be considered indexed to an entity’s own stock, which terms are similar to those contained in the warrant agreement governing our Warrants. As a result of the SEC Statement, we evaluated the accounting treatment of our Public Warrants and Private Placement Warrants and determined that the Warrants should be recorded as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our balance sheet as of June 30, 2021 contained elsewhere in this Form 10-Q are derivative liabilities related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts on an Entity's Own Equity, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the condensed statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting as of June 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
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If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.As a result of such material weakness, the change in accounting for the Warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.​
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On February 26, 2021, we consummated our Initial Public Offering of 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters upon the election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per share. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-252739). The registration statements became effective on February 23, 2021.
Simultaneously with the consummation of the Initial Public Offering, we consummated the sale of 6,575,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $6,575,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.
​
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
​
ITEM 5. OTHER INFORMATION.
None.
​
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
​
| No. | Description of Exhibit |
| ​ |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | Inline XBRL Instance Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | ​ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |

​
* Filed herewith.
** Furnished.
​
​
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| BOA ACQUISITION CORP. |
| Date: August 3, 2021 | /s/ Brian Friedman |
| Name: | Brian Friedman |
| Title: | Chief Executive Officer |
| (Principal Executive Officer) |
| Date: August 3, 2021 | /s/ Benjamin A. Friedman |
| Name: | Benjamin A. Friedman |
| Title: | Chief Financial Officer |
| (Principal Financial and Accounting Officer) |


Question: What is the percentage change in total liabilities from December 31, 2020 to June 30, 2021?

Solution:
def solution():
     #Define variables name and value
    liabilities_Dec2020 = 8993 
    liabilities_June2021 = 20727174 

    #Do math calculation to get the answer
    percent_change_in_liabilities = ((liabilities_June2021 - liabilities_Dec2020) / liabilities_Dec2020) * 100
    return percent_change_in_liabilities


Answer: 230381.19648615588