11/07/2025 | Press release | Distributed by Public on 11/07/2025 15:08
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We are a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Since inception, our activities have primarily consisted of organizational efforts and preparations for our Initial Public Offering ("IPO"), which was successfully completed in August 2024. Following the IPO, we have not generated any operating revenues as we are focusing on completing of our initial business combination. After the IPO, we generated non-operating income in the form of interest income on cash and cash equivalents. As a public company, we continue to incur increased expenses related to legal, financial reporting, accounting and auditing compliance, as well as expenses as we conduct due diligence on prospective business combination candidates.
For the three months ended September 30, 2025, we had a net income of $3,612,987, which consists of loss of $163,979 derived from operating costs, offset by income earned on Trust Account and bank account of $3,776,966.
For the three months ended September 30, 2024, we had a net income of $2,230,484, which consists of loss of $339,668 derived from operating costs, offset by income earned on Trust Account and bank account of $2,570,152.
For the nine months ended September 30, 2025, we had a net income of $10,558,941, which consists of loss of $646,950 derived from operating costs, offset by income earned on Trust Account and bank account of $11,205,891.
For the period from February 9, 2024 (inception) through September 30, 2024, we had a net income of $2,105,103, which consists of loss of $465,049 derived from operating costs, offset by income earned on Trust Account and bank account of $2,570,152.
Liquidity and Capital Resources
On August 2, 2024, we consummated our IPO of Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 759,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, generating total gross proceeds of $7,590,000.
On September 4, 2024, the underwriters exercised the over-allotment option in full to purchase 4,500,000 Units. As a result, we sold an additional 4,500,000 Units at $10.00 per Unit, generating gross proceeds of $45,000,000. Simultaneously with the closing of the full exercise of the overallotment option, we completed the private sale of an aggregate of 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $900,000.
Transaction costs amounted to $14,634,758, consisting of $5,175,000 of cash underwriting fee, $8,625,000 of deferred underwriting fee and $834,758 of other offering costs.
Following the closing of the IPO and over-allotment option, an amount of $346,725,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
On May 22, 2025, the Company issued an unsecured, non-interest bearing convertible promissory note to Sponsor in the principal amount of $1,000,000 to its Sponsor (the "Convertible Promissory Note") to fund working capital needs. The outstanding principal may be converted into private units of the Company at a conversion price of $10.00 per unit. The number of units to be issued upon conversion is determined by dividing (x) the outstanding principal by (y) $10.00. No fractional units will be issued. If a business combination is not consummated, the note will only be repaid from funds held outside the trust account.
As of September 30, 2025, we had cash of $748,602. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the dividends earned on the trust account is not sufficient to pay our taxes.
While we do not anticipate the need to raise additional funds immediately to support our operations, the existing working capital deficit indicates that additional funding may be required. If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
Related Party Transactions
Founder Shares
On March 19, 2024, the Sponsors received 8,625,000 of the Company's Class B ordinary shares ("founder shares") in exchange for $25,000 paid for deferred offering costs borne by the Sponsors. Up to 1,125,000 of such founder shares were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full. On September 4, 2024, the underwriters exercised the over-allotment option in full.
The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the founder shares until the earlier to occur of: (i) one year following the consummation of our initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after an initial Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Private Placement
The Company consummated the sale of 759,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $7,590,000 to the Company. On September 4, 2024, with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of additional 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $900,000.
Promissory Note - Related Party
The Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the IPO. Since the note has expired as of December 31, 2024, there were no amounts outstanding under the Promissory Note as of September 30, 2025.
Due to Related Party
The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from February 9, 2024 (inception) to September 30, 2025, the Sponsor paid $539,874 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of Founder Shares. As of September 30, 2025, and December 31, 2024, the amount due to the related party was $514,874.
Administrative Services Agreement
The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company's consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. During the three and nine months ended September 30, 2025, the Company incurred an administration fee of $30,000 and $90,000, all of which was paid by September 30, 2025. An administration fee of $20,000 was booked during the period from February 9, 2024 (inception) through September 30, 2024.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's directors and officers may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent Units at a price of $10.00 per Unit at the option of the lender. Such Units would be identical to the Private Placement Units. The terms of such Working Capital Loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
With reference to the above, on May 22, 2025, the Company issued a convertible promissory note in the principal amount of $1,000,000 to AA Mission Acquisition Sponsor Holdco LLC (the "Sponsor") to fund working capital needs and expenses related to the Company's initial business combination (the "Convertible Promissory Note"). The Convertible Promissory Note is non-interest bearing and matures upon the closing of a business combination. The note may not be prepaid without the Sponsor's consent.
At the Sponsor's election, all or a portion of the unpaid principal amount of the Convertible Promissory Note may be converted into private units of the Company at a conversion price of $10.00 per unit, with each unit consisting of the same securities issued in the Company's initial public offering. The number of units to be received by the Sponsor in connection with such conversion shall be determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. No fractional units will be issued upon conversion, and any remaining balance will be paid in cash. If the Company does not consummate a business combination, the Convertible Promissory Note will only be repaid from funds held outside of the trust account, if any.
As of September 30, 2025, the outstanding balance under the Convertible Promissory Note was $1,000,000.
Other Contractual Obligations
Registration Rights
Pursuant to a registration rights agreement dated on the effectiveness of the Registration Statement on July 31, 2024, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company's register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Company completion of initial business combination and rights to require the
Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.
The underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters' over-allotment option is exercised in full), payable upon the closing of the IPO In addition, the underwriters are entitled to a deferred fee of $0.25 per Unit, or $7,500,000 in the aggregate (or $8,625,000 in the aggregate if the underwriters' over-allotment option is exercised in full).
On September 4, 2024, the underwriters exercised the over-allotment option in full to purchase 4,500,000 Units. As a result, the Company sold an additional 4,500,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $45,000,000.
Critical Accounting Estimates
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies or estimates.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an "emerging growth company," whichever is earlier.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.