v3.26.3
Description of Organization and Business Operations
9 Months Ended
Sep. 30, 2026
Description of Organization and Business Operations [Abstract]  
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

AA Mission Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 20, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

 

As of September 30, 2026, the Company had not yet commenced operations. All activity for the period from May 20, 2025 (inception) through September 30, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below and the subsequent search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

 

Financing

 

The registration statement for the Company’s Initial Public Offering was declared effective on September 30, 2025. On October 2, 2025, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 (see Note 3).

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 334,000 units (the “Private Placement Units”) to AA Mission Sponsor II (the “Sponsor”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,340,000 (see Note 4).

 

Transaction costs amounted to $4,621,564, consisting of $1,500,000 of cash underwriting fees, $2,500,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $621,564 of other offering costs.

 

On October 9, 2025, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 Units at $10.00 per Unit, generating gross proceeds of $15,000,000. Simultaneously with the sale of the over-allotment Units, the Company consummated the Private Placement of an additional 26,250 Private Placement Units to the Sponsor at $10.00 per Private Placement Unit, generating gross proceeds of $262,500.

 

Transaction costs amounted to $600,000 arising from the sale of the over-allotment Units, consisting of $225,000 of cash underwriting fees and $375,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination.

 

Upon the closing of the Initial Public Offering and the Private Placement (including the effects of the exercise of the over-allotment option), $115,287,500 ($10.025 per Unit) of the net proceeds of the Initial Public Offering (including the over-allotment Units) and certain of the proceeds of the Private Placement (including the additional Private Placement Units) were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee.

 

Business Combination

 

The Company will have 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time without shareholder approval) to consummate a Business Combination (the “Completion Window”). If the Company does not consummate a Business Combination within such 18-month (or 24-month) period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of income taxes payable)) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public warrants or private placement warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the 18-month (or 24-month) period from the closing of the Initial Public Offering.

 

Going Concern Consideration

 

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern,” we have determined that mandatory liquidation, should we not complete a Business Combination and an extension of our deadline to do so not be approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern if it does not complete a Business Combination.

 

As of September 30, 2026, the Company had $151,254 in cash and cash equivalents and a working capital of $25,573. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

Management plans to complete a Business Combination before the mandatory liquidation date. The Company may need to obtain Working Capital Loans from the Sponsor to fund its operations until then; however, the Sponsor is not obligated to provide such loans. There can be no assurance that the Company will be able to consummate a Business Combination within the Completion Window or that liquidity will be sufficient to fund operations. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of significant global events such as the Russia/Ukraine, Israel/Palestine and U.S./Iran conflicts on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.