BOA Acquisition Corp. Encourages Stockholders
to Vote “FOR” the Business Combination on October 21, 2022
Selina Hospitality PLC (“Selina”), the fast-growing lifestyle
and experiential hotel company targeting Millennial and Gen Z
travelers, and BOA Acquisition Corp. (“BOA”), a special purpose
acquisition company, today announced that the Registration
Statement on Form F-4 (the “proxy statement”) filed with the U.S.
Securities and Exchange Commission (the “SEC”) was declared
effective on September 30, 2022. The proxy statement was filed with
the SEC in connection with the proposed business combination
between BOA and Selina announced on December 2, 2021 (the “Business
Combination”). The proxy statement provides important information
about BOA, Selina and the Business Combination.
BOA has scheduled the Special Meeting of stockholders to seek
approvals relating to the Business Combination. A record date of
August 18, 2022 has been set for the determination of stockholders
eligible to receive the proxy statement and vote at the Special
Meeting. Distribution of the definitive proxy statement to eligible
stockholders will begin in the following days. Voting is easy and
can be done via touch-tone phone, internet or mail by following the
instructions provided by your bank or broker.
If approved by BOA’s stockholders, the parties anticipate that
the Business Combination will become effective shortly after the
Special Meeting, upon the satisfaction of all other closing
conditions. BOA’s Board of Directors unanimously recommends that
its stockholders vote “FOR” the approval of the Business
Combination and the transactions contemplated thereby.
“We continue the positive momentum to a record year ahead; we
keep being true to our mission by connecting our brand to local
guests, remote workers, and digital nomads. In the first half of
this year, we increased our total revenue by 142% and occupancy by
60% compared to the same period in 2021,” said Rafael Museri,
Co-Founder and Chief Executive Officer of Selina. “We opened 3,368
bedspaces within 13 properties in Greece, Australia, Portugal,
Panama, the United States, Morocco and Israel. We also signed 7,374
bedspaces within 17 new properties and expansions across Australia,
the United States, Greece, Mexico, Portugal, Panama and Israel.
This brings the total count at the end of H1 2022 to 163 open and
secured locations in 25 countries across six continents.”
The Class A common stock of BOA and the publicly-traded BOA
warrants currently are traded on the New York Stock Exchange under
the symbols “BOAS” and “BOAS WS”, respectively. Upon closing of the
transaction, the ordinary shares of Selina are expected to be
publicly traded on Nasdaq under the ticker symbol “SLNA” while the
BOA warrants, which will be automatically assigned to and assumed
by Selina, will trade under the “SLNAW” ticker symbol. Upon
completion of the business combination, subject to any redemptions
by the public stockholders of BOA and the payment of transaction
expenses at closing, Selina expects to have approximately $54
million in PIPE proceeds, up to $231 million in cash from BOA’s
trust account and $118 million from subscriptions to the $147.5
million principal amount of 6% senior unsecured convertible notes
due 2026 announced on April 25, 2022 to fund operations and
continue its plans to achieve profitability.
If any stockholder does not receive the proxy statement, please
request your voting control number from your bank or broker or,
alternatively, contact Morrow Sodali LLC, BOA’s proxy solicitor,
for assistance via e-mail at BOA.info@investor.morrowsodali.com or
toll-free call at (800) 662-5200.
The Special Meeting will be held at 10:00 a.m. Eastern Time, on
October 21, 2022 via live webcast at
https://www.cstproxy.com/boaacquisition/2022. Please note that you
will only be able to access the Special Meeting by means of remote
communication.
About Selina
Selina is one of the world's largest lifestyle and experiential
hotel company built to address the needs and desires of millennial
and Gen Z travelers, blending beautifully designed accommodation
with coworking, recreation, wellness and local experiences.
Custom-built for today's nomadic traveler, Selina provides guests
with a global infrastructure to seamlessly travel, work and play.
Founded in 2014, each Selina property is designed in partnership
with local artists, creators, and tastemakers, breathing new life
into existing buildings in interesting locations around the world –
from urban cities to remote beaches and jungles. Selina's portfolio
includes over 163 open or secured properties across 25 countries
and 6 continents. On December 2, 2021, Selina entered into a
definitive merger agreement with BOA Acquisition Corp. (NYSE:
BOAS), the closing of which, which is subject to customary
conditions, will result in Selina becoming a publicly listed
company. For further information on Selina, visit www.selina.com or
check out @selina on Instagram, Twitter or Facebook. To explore
Selina real estate partnership opportunities, please contact
partnerships@selina.com.
About BOA Acquisition Corp.
BOA Acquisition Corp. (“BOA”) is a blank check company 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. While BOA may
pursue an initial business combination target in any business or
industry, it intends to focus its search on businesses that provide
technological solutions and innovation to the broader real estate
industry.
Additional Information and Where to Find It
This document does not contain all the information that should
be considered concerning the proposed business combination between
BOA and Selina (the “Business Combination”). In connection with the
proposed Business Combination, Selina has filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 (the “Registration Statement”), which
includes a preliminary proxy statement of BOA and a prospectus.
Additionally, BOA has filed with the SEC a definitive proxy
statement in respect of the Business Combination The definitive
proxy statement and other relevant documents will be mailed to
those stockholders of BOA as August 18, 2022 for voting on the
Business Combination. Stockholders of BOA and other interested
persons are advised to read the definitive proxy statement and any
amendments thereto because such documents contain important
information about BOA, Selina, and the proposed transactions.
Stockholders will also be able to obtain copies of the Registration
Statement and the definitive proxy statement without charge, by
directing a request to: BOA Acquisition Corp., 2600 Virginia Ave
NW, Suite T23 Management Office, Washington, D.C. 20037. These
documents and BOA’s and Selina’s other filings and reports filed
with the SEC can also be obtained, without charge, at the SEC's
internet site (http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No Offer or Solicitation
This communication is for informational purpose only and 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.
Participants in 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 SEC. Information about the directors and executive
officers of BOA is set forth in BOA’s and Selina’s filings with the
SEC. Information regarding other persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the
stockholders in connection with the potential transaction and a
description of their direct and indirect interests is set forth in
the Registration Statement (and included in the definitive proxy
statement) and other relevant documents when they are filed with
the SEC. These documents can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This communication 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 Business Combination and
expectations or plans of Selina’s management. 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. Such forward-looking statements are subject to risks,
uncertainties (some of which are beyond the control of Selina), 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 Selina and its
management, 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 to be contained in the Registration
Statement and the definitive proxy statement included therein. In
addition, there may be additional risks that Selina does not
presently know, or that Selina currently believes 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, Selina does not
undertake any duty to update these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20221003005362/en/
Media: ICR for Selina Selina@icrinc.com
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