UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to__________________________

Commission File Number: 001-42196

AA Mission Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

21 Waterway Avenue, STE 300 #9732 The Woodlands, TX		77380
(Address of principal executive offices)		(Zip Code)

832-336-8887

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant	AAM.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	AAM	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	AAM.W	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of May 12, the registrant had a total of 43,974,000 shares of its common stock, par value $0.0001 per share, issued and outstanding.

AA MISSION ACQUISITION CORP.

INDEX TO FORM 10-Q

		Page #
PART I – FINANCIAL INFORMATION		F-1
Item 1. Condensed Financial Statements (Unaudited)		F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5
Item 4. Controls and Procedures		6
PART II - OTHER INFORMATION		7
Item 1. Legal Proceedings		7
Item 1A. Risk Factors		7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 4. Mine Safety Disclosure		7
Item 5. Other Information		7
Item 6. Exhibits		7
Signatures		8

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus dated July 31, 2024 and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.

PART I — FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

AA MIssion Acquisition Corp.

INDEX TO CONDENSED FINANCIAL STATEMENTS

		Page
Financial Statements:
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		F-2
Condensed Statements of Operations for the Three Months Ended March 31, 2025 and For the Period from February 9, 2024 (Inception) Through March 31, 2024 (Unaudited)		F-3
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three months ended March 31, 2025 and For the Period from February 9, 2024 (Inception) Through March 31, 2024 (Unaudited)		F-4
Condensed Statements of Cash Flows for the three months ended March 31, 2025 and For the Period from February 9, 2024 (Inception) Through March 31, 2024 (Unaudited)		F-6
Notes to Condensed Financial Statements (Unaudited)		F-7

F-1

AA MISSION ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	March 31, 2025 (Unaudited)			December 31, 2024
Assets
Current assets:
Cash	$	57,904		$	417,897
Prepaid expenses		43,762			45,373
Prepaid insurance		194,136			230,535
Bank interest receivable		548			1,527
Total current assets		296,350			695,332
Investments held in Trust Account		357,039,216			353,339,173
Total Assets	$	357,335,566		$	354,034,505

Liabilities, Class A Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	73,917		$	159,187
Due to related party		514,874			514,874
Total current liabilities		588,791			674,061
Deferred underwriting commissions		8,625,000			8,625,000
Total liabilities		9,213,791			9,299,061

Commitments and Contingencies (Note 6)
Class A ordinary shares, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.35 and $10.24 per share as on March 31, 2025 and December 31, 2024		357,039,216			353,339,173

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as on March 31, 2025 and December 31, 2024		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 849,000 shares issued and outstanding as on March 31, 2025 and December 31, 2024 (excluding 34,500,000 shares subject to possible redemption)		85			85
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as on March 31, 2025 and December 31, 2024		863			863
Additional paid-in capital		-			-
Accumulated deficit		(8,918,389	)		(8,604,677	)
Total Shareholders’ Deficit		(8,917,441	)		(8,603,729	)
Total Liabilities, Commitments and Contingences, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	357,335,566		$	354,034,505

SEC Form 10-Q filed by AA Mission Acquisition Corp.