Private Placement (Form 8-K)

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.