AA Mission Acquisition Corp. II Files 8-K with Key Agreements

TL;DR

AA Mission Acquisition Corp. II filed an 8-K on 9/30/25 detailing material agreements and equity sales.

AI Summary

AA Mission Acquisition Corp. II filed an 8-K on October 6, 2025, reporting events as of September 30, 2025. The filing indicates entry into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. It also notes other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by AA Mission Acquisition Corp. II, including definitive agreements and equity sales, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce complexities and potential risks for investors.

Key Players & Entities

• AA Mission Acquisition Corp. II (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ge Class A ordinary shares, par value $0.0001 per share YCY The New York Stock Ex
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, exercisable 30 days after th
• $10.00 — ,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds to
• $100,000,000 — rating gross proceeds to the Company of $100,000,000. Each Unit consists of one Class A ordi
• $3,340,000 — rating gross proceeds to the Company of $3,340,000. The Private Placement Units are identi
• $100,250,000 — Item 8.01. Other Events. A total of $100,250,000 of the proceeds from the IPO and the sa
• $100,000 — the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses

Filing Documents

• ea0260281-8k_aamiss2.htm (8-K) — 34KB
• ea026028101ex1-1_aamiss2.htm (EX-1.1) — 257KB
• ea026028101ex3-1_aamiss2.htm (EX-3.1) — 314KB
• ea026028101ex4-1_aamiss2.htm (EX-4.1) — 140KB
• ea026028101ex10-1_aamiss2.htm (EX-10.1) — 49KB
• ea026028101ex10-2_aamiss2.htm (EX-10.2) — 95KB
• ea026028101ex10-3_aamiss2.htm (EX-10.3) — 108KB
• ea026028101ex10-4_aamiss2.htm (EX-10.4) — 23KB
• ea026028101ex10-5_aamiss2.htm (EX-10.5) — 11KB
• ea026028101ex10-7_aamiss2.htm (EX-10.7) — 109KB
• ea026028101ex99-1_aamiss2.htm (EX-99.1) — 7KB
• ea026028101ex99-2_aamiss2.htm (EX-99.2) — 8KB
• 0001213900-25-096275.txt ( ) — 1157KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 2, 2025, AA Mission Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”), with each whole Warrant entitling the holder to purchase one Ordinary Share at a price of $11.50 per share. The Units began trading on the New York Stock Exchange (“NYSE”) under the symbol “YCY.U” on October 1, 2025. The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration on August 21, 2025, as amended (the “Registration Statement”): Underwriting Agreement , dated September 30, 2025, between the Company and Clear Street LLC, as representative of the underwriters. Warrant Agreement , dated September 30, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. Letter Agreement , dated September 30, 2025, among the Company, its executive officers, its directors, and AA Mission Sponsor II (the “Sponsor”). Investment Management Trust Agreement , dated September 30, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee. Registration Rights Agreement , dated September 30, 2025, between the Company and the Sponsor. Private Placement Unit Purchase Agreement , dated S

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO on October 2, 2025, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 334,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,340,000. The Private Placement Units are identical to the Units sold in the IPO, except as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

03. Amendments to Memorandum and Articles of Association

Item 5.03. Amendments to Memorandum and Articles of Association. On September 30, 2025 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association are filed herewith as Exhibit 3.1 and is incorporated by reference herein. 1

01. Other Events

Item 8.01. Other Events. A total of $100,250,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s Ordinary Shares included in the Units sold in the IPO (the “public shares”) if it is unable to complete its initial business combination within 18 months from the closing of the IPO (or up to 24 months if the Company extends the period of time to consummate its initial business combination), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months from the closing of the IPO (or up to 24 months if the Company extends the period of time to consummate its initial business combination) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On September 30, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On October 2, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated September 30, 2025, by and between the Company and Clear Street LLC, as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated September 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated September 30, 2025, by and among the Company, its executive officers, its directors, and the Sponsor. 10.2 Investment Management Trust Agreement, dated September 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated September 30, 2025, by and between the Company, and the Sponsor. 10.4 Private Placement Unit Purchase Agreement, dated September 30, 2025, by and between the Company, and the Sponsor. 10.5 Administrative Services Agreement, dated September 30, 2025, by and between the Company and the Sponsor. 10.7 Form of Indemnity Agreement. 99.1 Press Release, dated September 30, 2025. 99.2 Press Release, dated October 2, 2025. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AA MISSION ACQUISITION CORP. II By: /s/ Qing Sun Name: Qing Sun Title: Chief Executive Officer Dated: October 6, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR