AA Mission Acquisition Corp. II

What the company does

Cayman Islands exempted blank-check company formed on May 20, 2025.
Purpose: seek and effect an initial business combination (merger, share exchange, asset acquisition or similar) with one or more operating businesses or assets.
Target focus: primarily food and beverage opportunities, with flexibility to pursue targets in any industry, sector or geography and an emphasis on Asia and opportunities that use management’s network.
Revenue will arise only after a completed initial business combination.

Sponsor: AA Mission Sponsor II, an exempted limited liability company incorporated in the Cayman Islands.
Initial shareholders: sponsor and holders of Class B founder shares.
Founding economics: on June 10, 2025 the sponsor paid $25,000 for 2,875,000 founder shares (approximately $0.01 per share). Founders’ ownership was contemplated to be about 20% of outstanding shares after the IPO. After the full over-allotment exercise, the sponsor retained 2,875,000 founder shares.
Management: two executive officers disclosed — Qing Sun and Shibin Fang — both located in or having significant ties to the PRC. Prior to the initial business combination, they are not required to devote a fixed number of hours and the company has no full-time employees.
Principal office: 21 Waterway Avenue, Suite 300 #9733, The Woodlands, TX 77380. Office space is provided by the sponsor at $10,000 per month.
Governance and regulatory status: Cayman Islands exempted company; an emerging growth company under the JOBS Act; will report under the Exchange Act and file periodic reports as required.

IPO and over-allotment:
- IPO (October 2, 2025): 10,000,000 units at $10.00 each; gross proceeds $100,000,000.
- Over-allotment (October 9, 2025): 1,500,000 additional units; gross proceeds $15,000,000.
- Base Offering total gross proceeds: $115,000,000.
Private placements:
- Simultaneous with IPO: 334,000 private placement units at $10.00 each to the sponsor; gross proceeds $3,340,000.
- Over-allotment closing (October 9, 2025): 26,250 private placement units to the sponsor; gross proceeds $262,500.
Trust account:
- Total proceeds in the trust from the IPO and private placements: $115,287,500.
- Permitted investments: U.S. government securities with up to 185-day maturities or money market funds that meet Rule 2a-7 of the Investment Company Act.
- Purpose: to fund the initial business combination and related redemptions.
Post-IPO liquidity outside the trust: approximately $649,431 as of December 31, 2025.

80% test: the initial business combination must have a fair market value of at least 80% of the net assets in the trust at the time a definitive agreement is signed.
Post-transaction ownership: the company generally aims to own 100% of the target’s equity or assets but may structure transactions with a lesser ownership percentage so long as the combined entity meets the 80% test.
Timing: the initial business combination must occur within 18 months from the IPO, with the possibility of extensions up to 24 months through shareholder approval and related procedures.
Amendments and extensions: shareholders may vote to amend terms, including redemption rights and timing, subject to cash and net tangible asset requirements where applicable.

Public shareholders may redeem all or a portion of their Class A shares in connection with the initial business combination for cash at a price equal to the per-share value of the trust account (including accrued interest, net of permitted withdrawals).
The initial shareholders, sponsor, officers and directors agreed to waive redemption rights on their founder shares and on any public shares they hold in connection with the initial business combination.
Voting and redemption mechanics: redemption rights accompany the vote on the business combination; the transaction may be submitted by general meeting or tender offer depending on regulatory and listing requirements. Sponsor and management have voting commitments in favor of the initial business combination.
If the company does not complete a timely initial business combination, procedures exist to return funds to public shareholders or to liquidate and distribute trust assets in accordance with trust rules and applicable Cayman Islands law.

If no initial business combination is completed within the required time frame, the SPAC will redeem public shares for cash and liquidate, with distributions from the trust account to public shareholders after permitted deductions and dissolution costs.
Warrants will expire worthless if no initial business combination is completed within the completion window.
The sponsor has indemnification obligations related to the trust account to protect against claims that would reduce per-share redemption amounts; certain waivers and protections are in place.

The company functions as a blank-check vehicle that holds cash in trust pending a business combination.
Management’s pre-combination time commitment is not fixed. The company expects any potential target to present financial statements prepared under GAAP or IFRS and may require PCAOB-audited statements where applicable.

Sourcing and advisors: the company intends to use a proprietary network and relationships in the food and beverage sector to source targets. It may engage finders or advisors; finders’ fees would be payable only in connection with an actual transaction and would not come from trust funds.
Governance: management and the board operate under Cayman Islands corporate law and related frameworks; independent directors may provide valuation opinions for affiliated transactions.
Regulatory posture: the company expects to file annual, quarterly and current reports under the Exchange Act if the combined entity becomes a reporting company.