Selina Holding Company, UK Societas executed a non-binding terms to acquire BOA Acquisition Corp. (NYSE:BOAS) from Bet On America LLC and others in a reverse merger transaction on September 26, 2021. Selina Holding Company, UK Societas entered into a definitive business combination agreement to acquire BOA Acquisition Corp. from Bet On America LLC and others in a reverse merger transaction on December 1, 2021. Subject to any redemptions by BOA stockholders, existing Selina shareholders will retain approximately 71% ownership in the combined company. The combined company will operate as Selina Hospitality plc, and its ordinary shares are expected to be listed on the New York Stock Exchange under the ticker symbol “SLNA.”

The transaction will require the approval of the stockholders of BOA and Selina, effectiveness of registration statement, Selina's initial listing application with NYSE in connection with the transactions contemplated by this agreement shall have been conditionally approved, at or prior to closing, all officers and directors of BOA shall have executed written resignations effective as of the Effective Time, the Investor Rights Agreement duly executed by the BOA Sponsor; and the Amended and Restated Warrant Agreement duly executed by BOA and the Trustee, the aggregate cash proceeds shall be equal to or greater than $70 million and other customary closing conditions. The boards of directors for both Selina and BOA have unanimously approved the business combination. On July 1, 2022, parties agreed to reduce the Cash Proceeds Condition from $70 million to $55 million and extend the Termination Date from August 26, 2022 to October 25, 2022. The Registration Statement on Form F-4 filed with the SEC was declared effective on September 30, 2022. The transaction has been approved by the BOA shareholders on October 21, 2022. The transaction is expected to close in the first half of 2022. As of September 23, 2022, the transaction is expected to close before October 25, 2022. The business combination is expected to provide Selina with $285 million (assuming no redemptions) of gross transaction proceeds to advance its mission to inspire meaningful connections. The company will use proceeds from the transaction to fuel its expansion across large urban markets globally, as well as invest in its proprietary technology and attract and retain high-quality talent.

PJT Partners is acting as financial and capital markets advisor to Selina, and BofA Securities, Inc. is acting as capital markets advisor. Tom Wozniak, Ben Stein, Nichola Foley, Carter Brod, Neil McKnight, Erin Randolph-Williams and Justin Vaughan of Morgan Lewis & Bockius UK LLP are acting as legal advisors to Selina. PJT Partners, UBS Investment Bank and BTIG, LLC are acting as joint placement agents on the private placement. UBS Investment Bank is acting as the lead capital markets advisor to BOA. BTIG, LLC is acting as capital markets advisor to BOA. Brian E. Ashin and Alan M. Noskow of King & Spalding LLP are acting as legal advisors to BOA. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as information agent to BOA for a fee of $30,000.00, plus disbursements.

Selina Holding Company, UK Societas completed the acquisition of BOA Acquisition Corp. (NYSE:BOAS) from Bet On America LLC and others in a reverse merger transaction on October 27, 2022. In connection with the consummation of the business combination, Brian D. Friedman ceased to be Chairman, Chief Executive Officer, Chief Investment Officer and a director; Benjamin A. Friedman ceased to be Chief Financial Officer, President and a director; and the following individuals also ceased to be directors: Srikanth Batchu, Shane Battier, Lorron James, Anthony Wanger and Jenny Abramson. The combined company will continue to be led by Rafael Museri, Co-Founder and Chief Executive Officer of Selina alongside the rest of the current Selina management team. Selina's Board of Directors comprises seven directors, including Museri and Daniel Rudasevski, Co-Founder and Chief Growth Officer of Selina. The Board's five independent directors include Chairman Eric J. Foss as well as Catherine Dunleavy, Eileen Moore Johnson, Richard S. Stoddart and Adi Soffer Teeni. Selina's ordinary shares and public warrants will begin trading on the Nasdaq under the ticker symbol “SLNA” and “SLNAW”, respectively on October 27, 2022.