BOA ACQU Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement Amendment
As previously disclosed by
On
No other changes were made to the Original Business Combination Agreement.
A copy of the Business Combination Agreement Amendment is filed herewith as Exhibit 2.1 and incorporated herein by reference and the foregoing description of the Business Combination Agreement Amendment is qualified in its entirety by reference thereto.
Subscription Agreement Amendment
As previously disclosed by BOA under Item 1.01 of its Current Report on Form 8-K
filed on
On
No other changes were made to the Original Subscription Agreement.
A copy of the Subscription Agreement Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference and the foregoing description of the Subscription Agreement Amendment is qualified in its entirety by reference thereto.
Side Letter Agreement
As previously disclosed by BOA under Item 1.01 of its Current Report on Form 8-K
filed on
On
Additionally, the Sponsor agreed to assign to Selina, subject to certain limitations, the Sponsor's rights under Section 5.15(d) of the Original Business Combination Agreement, which provides, among other things, that the Sponsor shall designate two (2) individuals to the board of directors of Selina following the closing of the transactions contemplated by the Business Combination.
A copy of the side letter agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference and the foregoing description of the side letter agreement is qualified in its entirety by reference thereto.
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Additional Information and Where to Find It
In connection with the proposed Business Combination, Selina intends to file
with the
Participants in the Solicitation
BOA, Selina, and their respective directors and executive officers, other
members of management, and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction described in
this communication under the rules of the
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to
future events, including, without limitation, statements regarding the
anticipated timing and benefits of the Business Combination, and BOA's or
Selina's future financial or operating performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"expect," "intend," "will," "estimate," "anticipate," "believe," "predict,"
"potential," or "continue," or the negatives of these terms or variations of
them or similar terminology. In addition, these forward-looking statements
include, without limitation, statements regarding BOA's and Selina's
expectations with respect to future performance and anticipated financial
impacts of the Business Combination, the satisfaction of the closing conditions
to the Business Combination, and the timing of the completion of the Business
Combination. Such forward-looking statements are subject to risks, uncertainties
(some of which are beyond the control of Selina and/or BOA), and other factors
which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These forward-looking statements are
based upon estimates and assumptions that, while considered reasonable by BOA
and its management, and Selina and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to differ materially
from current expectations include, without limitation: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the definitive agreements respecting the Business Combination; (2) the outcome
of any legal proceedings that may be instituted against BOA, Selina, or others
following the announcement of the Business Combination; (3) the inability to
complete the Business Combination due to the failure to obtain approval of the
stockholders of BOA or to satisfy other conditions to closing; (4) changes to
the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations; (5) the ability of
Selina to meet applicable listing standards following the consummation of the
Business Combination; (6) the risk that the Business Combination disrupts
current plans and operations of Selina as a result of the announcement and
consummation of the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers,
and retain its management and key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10) the possibility
that Selina may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of the COVID-19 pandemic on Selina's
business and/or the ability of the parties to complete the Business Combination;
and (12) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in BOA's
prospectus dated
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to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither Selina or BOA presently know, or that Selina or BOA currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither BOA nor Selina undertakes any duty to update these forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Amendment No. 1 to the Business Combination Agreement, dated as of
July 1, 2022 , by and among BOA Acquisition Corp. , Selina Hospitality
PLC , f/k/a Selina Holding Company , UK Societas and Samba Merger Sub
Inc.
10.1 Amendment No. 1 to the Subscription Agreement, dated as of July 1,
2022 , by and among BOA Acquisition Corp. , Selina Hospitality PLC ,
f/k/a Selina Holding Company , UK Societas and Bet on America Holdings
LLC .†
10.2 Side Letter, dated as of July 1, 2022 , by and among BOA Acquisition
Corp. , Selina Hospitality PLC , f/k/a Selina Holding Company , UK
Societas and Bet on America LLC .
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to
furnish a copy of all omitted exhibits and schedules to the SEC upon its
request.
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