8-K
AA Mission Acquisition Corp. II (YCY)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 9, 2025
AA Mission Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42886 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
21 Waterway Avenue, STE 300 #9733
The Woodlands, TX 77380
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
832-336-8887
Not Applicable(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one warrant | YCY.U | The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | YCY | The New York Stock Exchange |
| Warrants, each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation | YCY.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
The information with respect to the sale of an additional 26,250 Private Placement Units included in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the Additional 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.
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K of AA Mission Acquisition Corp. II (the “Company”) dated October 6, 2025 (the “Current Report”), on October 2, 2025, 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 had granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. Effective as of October 9, 2025. the underwriters fully exercised their option to purchase additional Units, resulting in the issuance of an additional 1,500,000 Units (the “Option Units”) at a public offering price of $10.00 per Option Unit. After giving effect to the full exercise and close of the option, an aggregate of 11,500,000 Units have been issued in the IPO.
As previously reported on the Current Report, 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 on Form S-1 (File No. 333-289768). On October 9, 2025, in connection with the sale of the Option Units, the Company consummated a private sale of an additional 26,250 Private Placement Units (the “Additional Private Placement Units”) to the Sponsor at a price of $10.00 per Additional Private Placement Unit, generating gross proceeds of $262,500.
A total of $115,287,500 of the net proceeds from the IPO (including the Option Units) and the sale of the Private Placement Units (including the Additional Private Placement Units) was deposited in a trust account established for the benefit of the Company’s public stockholders with Continental Stock Transfer & Trust Company acting as trustee. The Company’s unaudited pro forma balance sheet as of October 9, 2025, reflecting receipt of the net proceeds from the sale of the Option Units and the Additional Private Placement Units on the same day, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 9, 2025, the Company issued a press release announcing the full exercise of the underwriters’ over-allotment option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 1.1 | Unaudited Pro Forma Balance Sheet. |
| 3.1 | Press Release, dated October 9, 2025. |
1
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 15, 2025
2
Exhibit 1.1
AA MISSION ACQUISITION CORP. II
UNAUDITED PRO FORMA BALANCESHEET
October 9, 2025
| October 2, 2025 | Pro Forma Adjustments | As Adjusted | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||||||
| Assets | |||||||||
| Current assets: | |||||||||
| Cash | 1,062,207 | $ | - | $ | 1,062,207 | ||||
| Prepaid expenses | 245,958 | - | 245,958 | ||||||
| Total current assets | 1,308,165 | - | 1,308,165 | ||||||
| Cash held in Trust Account | 100,250,000 | 15,000,000 | (a) | ||||||
| 262,500 | (c) | ||||||||
| (225,000 | ) | (d) | 115,287,500 | ||||||
| Total Assets | 101,558,165 | $ | 15,037,500 | $ | 116,595,665 | ||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | |||||||||
| Current liabilities: | |||||||||
| Accrued expenses | 236,251 | $ | - | $ | 236,251 | ||||
| Due to related party | 245,013 | - | 245,013 | ||||||
| Over-allotment liability | 435,000 | (435,000 | ) | (f) | - | ||||
| Total current liabilities | 916,264 | (435,000 | ) | 481,264 | |||||
| Deferred underwriting commissions | 2,500,000 | 375,000 | (g) | 2,875,000 | |||||
| Total Liabilities | 3,416,264 | (60,000 | ) | 3,356,264 | |||||
| Commitments and Contingencies | |||||||||
| Class A ordinary shares, 0.0001 par value; 11,500,000 shares subject to possible redemption at 10.025 per share | 100,250,000 | 15,000,000 | (a) | ||||||
| 1,199,100 | (b) | ||||||||
| (585,000 | ) | (e) | |||||||
| (576,600 | ) | (h) | 115,287,500 | ||||||
| Shareholders’ Deficit | |||||||||
| Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | ||||||
| Class A ordinary shares, 0.0001 par value; 200,000,000 shares authorized; 360,250 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) | 33 | 3 | (c) | 36 | |||||
| Class B ordinary shares, 0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding | 288 | - | 288 | ||||||
| Additional paid-in capital | - | (1,199,100 | ) | (b) | |||||
| 262,497 | (c) | ||||||||
| (225,000 | ) | (d) | |||||||
| 585,000 | (e) | ||||||||
| 435,000 | (f) | ||||||||
| (375,000 | ) | (g) | |||||||
| 576,600 | (h) | 59,997 | |||||||
| Accumulated deficit | (2,108,420 | ) | - | (2,108,420 | ) | ||||
| Total Shareholders’ Deficit | (2,108,099 | ) | 60,000 | (2,048,099 | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 101,558,165 | $ | 15,037,500 | $ | 116,595,665 |
All values are in US Dollars.
See note to unaudited pro forma balance sheet.
AA MISSION ACQUISITION CORP. II
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
October 9, 2025
NOTE 1 — EXERCISE OF OVER-ALLOTMENT OPTIONAND RELATED TRANSACTIONS
The accompanying unaudited pro forma balance sheet presents the balance sheet of AA Mission Acquisition Corp. II (the “Company”) as of October 9, 2025, adjusted for the exercise of the underwriters’ over-allotment option and related transactions, which occurred on October 9, 2025, as described below.
On October 2, 2025, the Company consummated the initial public offering (“IPO”) of 10,000,000 units (“Units”) at a purchase price of $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one Class A ordinary share of the Company (“Public Share”) and one-half of one redeemable warrant (“Public Warrant”). The net proceeds from the IPO were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 334,000 units (“Private Placement Units”) to AA Mission Sponsor II (the “Sponsor”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,340,000. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a business combination within the combination period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).
The Company granted the underwriters a 45-day option from the effective date of the Company’s registration statement for its IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 9, 2025, the underwriters exercised the over-allotment option with respect to the 1,500,000 additional Units, generating gross proceeds of $15,000,000 to the Company. 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, generating gross proceeds of $262,500.
As of October 9, 2025, a total of $115,287,500 of the net proceeds from the IPO (including the over-allotment Units) and the sale of Private Placement Units (including the additional Private Placement Units) were held in the Trust Account.
Unaudited pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and other related transactions described above are as follows:
| No. | Particulars | Credit | ||
|---|---|---|---|---|
| (a) | Cash held in Trust Account | 15,000,000 | ||
| Class A ordinary shares subject to possible redemption | 15,000,000 | |||
| To record the sale of 1,500,000 over-allotment Units at 10.00 per Unit on October 9, 2025. | ||||
| (b) | Additional paid-in capital | 1,199,100 | ||
| Class A ordinary shares subject to possible redemption | 1,199,100 | |||
| To record the change in Class A ordinary shares subject to redemption from the sale of the over-allotment Units. | ||||
| (c) | Cash held in Trust Account | 262,500 | ||
| Class A ordinary shares | 3 | |||
| Additional paid-in capital | 262,497 | |||
| To record sale of 26,250 additional Private Placement Units at 10.00 per Unit on October 9, 2025. | ||||
| (d) | Additional paid-in capital | 225,000 | ||
| Cash held in Trust Account | 225,000 | |||
| To record the cash underwriting commission arising from the sale of the over-allotment Units. | ||||
| (e) | Class A ordinary shares subject to possible redemption | 585,000 | ||
| Additional paid-in capital | 585,000 | |||
| To record the allocation of offering proceeds to warrants based<br> on the valuation. | ||||
| (f) | Over-allotment liability | 435,000 | ||
| Additional paid-in capital | 435,000 | |||
| To transfer the over-allotment liability into additional paid-in capital upon exercise of the over-allotment option. | ||||
| (g) | Additional paid-in capital | 375,000 | ||
| Deferred underwriting commissions | 375,000 | |||
| To record additional deferred underwriting fees arising from the<br> sale the of over-allotment Units. | ||||
| (h) | Class A ordinary shares subject to possible redemption | 576,600 | ||
| Additional paid-in capital | 576,600 | |||
| To reduce the balance in Class A ordinary shares subject to redemption by the underwriting commissions related to the Public Shares. |
All values are in US Dollars.
Exhibit 3.1
AA Mission Acquisition Corp. II Announces Closingof Full Exercise of IPO Over-Allotment Option
WOODLANDS, TEXAS, October 9, 2025 – AA Mission Acquisition Corp. II (NYSE: YCY.U) (the “Company”) today announced that the underwriter of its previously announced initial public offering fully exercised its option to purchase an additional 1,500,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of $15,000,000. The units began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “YCY.U” on October 1, 2025.
After giving effect to this full exercise of the over-allotment option, the total number of units sold in the public offering increased to 11,500,000, resulting in total gross proceeds of $115,000,000 for the Company’s initial public offering.
Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “YCY” and “YCY.WS”, respectively.
Clear Street acted as the sole book-running manager in the offering.
Winston & Strawn LLP served as legal counsel to the Company. Loeb & Loeb LLP served as legal counsel to Clear Street.
The offering was made only by means of a prospectus, copies of which may be obtained from Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, or by email at ecm@clearstreet.io.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on September 30, 2025.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.
About AA Mission Acquisition Corp. II
AA Mission Acquisition Corp. II is a blank check company incorporated as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While it may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team’s and board of directors’ background and network, and to capitalize on the ability of its management team and board of directors to identify and acquire a business, focusing on the food and beverage industry.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact:
AA Mission Acquisition Corp. II
Mr. Qing Sun
Chairman of the Board, Chief Executive Officer, and Director
21 Waterway Avenue, STE 300 #9733
The Woodlands, TX 77380
Email: contact@aamission2.com
Website: www.aamission2.com