0001213900-26-024163
SEC filingAA Mission Acquisition Corp. II (YCY) is a blank check company (SPAC) incorporated in May 2025 with the purpose of effecting an initial business combination. For the fiscal year ended December 31, 2025, the company reported net income of $585K, driven primarily by $1.1M in dividends earned on cash and investments held in its Trust Account, partially offset by a loss from operations of $497K from general and administrative expenses. The company has generated no operating revenues to date and does not expect to do so until consummating a business combination. Key financial positions include total assets of $117.2M, with $116.4M held in the Trust Account, total liabilities of $3.2M, and shareholders' deficit of $2.4M. The company completed its IPO and over-allotment in October 2025, generating gross proceeds of $115.0M from the public offering and $3.6M from a private placement. Management has identified substantial doubt about the company's ability to continue as a going concern if it fails to complete a business combination within the prescribed timeframe.
AA Mission Acquisition Corp. II reported net income of $585,266 for the fiscal year ended December 31, 2025. This result was driven by non-operating income of $1,081,975 from dividends earned on cash and investments held in the Trust Account ($1.1M) and interest from the bank account ($7K), partially offset by a loss from operations of $496,709 derived from general and administrative expenses. The company has generated no operating revenues since its inception on May 20, 2025, and does not expect to generate operating revenues until after completing an initial business combination. Basic and diluted net income per share were both $0, with basic weighted average ordinary shares outstanding of 7.6 million shares. No prior year comparative data is available as this is the company's first fiscal year.
The company has generated zero operating revenues to date as it is a blank check company with no operations. All income reported for the period is non-operating in nature, consisting entirely of interest and dividend income from the Trust Account and bank account. The company's business model involves identifying and acquiring a target business through a merger, share exchange, asset acquisition, or similar transaction. Management has not selected any specific business combination target and has not engaged in any substantive discussions with potential targets as of the filing date. The company intends to focus on industries that complement its management team's background and network, particularly the food and beverage industry, but is not limited to any specific industry or geographic region.
With no operating revenues, traditional margin analysis (gross margin, operating margin) is not applicable. The company reported a loss from operations of $496,709, which represents 100% of expenses as there are no revenues to offset these costs. General and administrative expenses of $497K constitute the entirety of operating expenses. The positive net income of $585K results solely from non-operating income exceeding operating losses. The company's cost structure consists primarily of public company compliance costs, expenses associated with searching for target opportunities, and administrative costs including $10,000 per month paid to the sponsor for office space and administrative services.
The company's balance sheet shows total assets of $117.2M as of December 31, 2025, consisting primarily of $116.4M in cash and investments held in the Trust Account (99.3% of total assets) and $860K in current assets ($649K cash and cash equivalents, $209K prepaid assets, $2K bank interest receivable). Total liabilities are $3.2M, including $2.9M in deferred underwriting commissions and $357K in current liabilities ($112K accrued expenses, $245K due to related party). Shareholders' deficit stands at $2.4M with accumulated deficit of $2.4M. Cash flow from operations was negative $344K, while investing activities used $115.3M primarily for cash deposited in the Trust Account. Financing activities provided $116.3M from IPO proceeds net of offering costs. The company had working capital of $503,229 as of December 31, 2025.
Management plans to complete an initial business combination within 18 months from the IPO closing (with possible extension to 24 months). The company intends to use substantially all funds held in the Trust Account, including interest and dividends earned, to complete the business combination. Management has identified substantial doubt about the company's ability to continue as a going concern if it fails to complete a business combination within the prescribed timeframe, which would trigger mandatory liquidation. Key risk factors include the company's ties to China (all executive officers and directors are located in or have significant ties to China), which may make it a less attractive partner to non-China-based target companies and expose it to Chinese regulatory risks. The company will not consummate a business combination with an entity using a variable interest entity (VIE) structure for China operations. Estimated liquidity requirements for the search period total approximately $810,000 for various expenses, which the company believes it can fund with existing cash outside the Trust Account.