AA Mission Acquisition Corp II-A美股招股说明书(2025-10-02版)

AA Mission Acquisition Corp.II 10,000,000Units AAMission Acquisition Corp.IIis a blank check company incorporated as aCaymanIslands exempted company whose business purpose is to effect a merger,shareexchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses or entities, which we refer to as our initialbusinesscombination.We have not selected any specific business combination targetandwe have not,nor has anyone on our behalf,engaged in any substantivediscussions,directly or indirectly,with any business combination target withrespect to an initial business combination with us. We may pursue an initial businesscombination target in any industry or geographic region. Thisis an initial public offering of our securities.Each unit has an offeringpriceof$10.00 and consists of one ClassAordinary share and one-half of oneredeemablewarrant.Each whole warrant entitles the holder thereof to purchase oneClassAordinary share at a price of$11.50 per share,subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will beissuedupon separation of the units and only whole warrants will trade.The warrantswill become exercisable at the later of one (1) year after the date of the closing ofthisoffering and after the completion of our initial business combination and willexpire five years after the completion of our initial business combination or earlieruponredemption or our liquidation,as described herein.The underwriters have a 45-dayoption from the date of this prospectus to purchase up to 1,500,000additionalunits to cover over-allotments, if any. Wewill provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares upon the completion of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account described below as of twobusiness days prior to theconsummationof our initial business combination,including interest earned on thefundsheld in the trust account(net of amounts withdrawn to pay our income taxes),dividedby the number of then outstanding Class A ordinary shares that were sold aspartof the units in this offering,which we refer to collectively as our publicshares. Notwithstanding the foregoing, if we seek shareholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initialbusinesscombination pursuant to the tender offer rules,our amended and restatedmemorandumand articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom such shareholderisacting in concert or as a“group”(as defined under Section13of theExchangeAct),will be restricted from redeeming its shares with respect to morethanan aggregate of 15%of the shares sold in this offering,without our priorconsent,as described in more detail in this prospectus.See“Summary—TheOffering—Limitation on redemption rights of shareholders holding 15%or more oftheshares sold in this offering if we hold shareholder vote”on page47oftheprospectus.Additionally,as our amended and restated memorandum and articles ofassociation provides that we may not consummate an initial business combination if wecannotmaintain net tangible assets of$5,000,001 upon such business combination,wemayredeem up to such number of ClassAordinary shares that would permit us tomaintainnet tangible assets of$5,000,001.If our business combination requires usto use substantially all of our cash to pay the purchase price, we may not be able toconsummate our initial business combination. See“Risk Factors—Risks Relating toourSearchfor,andConsummationoforInabilitytoConsummate,aBusinessCombination—Theability of a large number of our shareholders to exerciseredemptionrights may not allow us to consummate the most desirable businesscombination or optimize our capital structure” on page 59 of the prospectus. Exceptforincome taxes,the proceeds placed in the trust account and the interest earnedthereonshall not be used to pay for possible excise tax or any other fees or taxesthat may be levied on the company pursuant to any current, pending or future rules orlaws,including without limitation any excise tax due under the Inflation ReductionActof2022(“IRA”)on any redemptions or stock buybacks by the company.Ourpublicshareholders will be permitted to redeem their shares regardless of whethertheyabstain,vote for,vote against,or vote at all with respect to the proposedbusiness combination. Table of Contents Wehave until the date that is 18monthsfrom the closing of this offering oruntilsuch earlier liquidation date as our board of directors may approve,toconsummateour initial business combination.If we are unable to consummate ourinitialbusiness combination within such 18-month period,we may,by resolution ofourboard of directors and upon the deposit of$0.10 for each public share