AA Mission Acquisition Corp. SEC Filings

AA Mission Acquisition Corp. is asking shareholders to approve changes that would give its blank check company up to an extra year to complete a business combination. The board proposes amending the company’s charter and trust agreement to let the sponsor extend the current February 2, 2026 termination date up to twelve times, in one‑month increments, to as late as February 2, 2027 by making monthly deposits into the trust account.

Holders of the 34,500,000 Public Shares as of January 9, 2026 can vote and may redeem some or all of their shares for cash in connection with the meeting, subject to a 15% per‑holder redemption cap unless the company consents. If the extensions are not approved and no business combination closes by the existing deadline, AAM will redeem all Public Shares for their pro rata share of the funds in the trust and then liquidate, at which point the warrants would expire worthless. The board unanimously recommends voting in favor of all proposals, including a possible adjournment to secure enough support.

AA Mission Acquisition Corp. disclosed institutional ownership via Schedule 13G. Westchester Capital Management, LLC reported beneficial ownership of 2,696,389 Class A ordinary shares, representing 7.63% of the class. Virtus Investment Advisers, LLC reported 2,653,972 shares, or 7.51%, and The Merger Fund reported 2,580,868 shares, or 7.30%. Westchester Capital Partners, LLC reported 4,783 shares, or 0.01%.

Voting and dispositive powers are largely shared: Virtus and The Merger Fund each list shared voting and dispositive power over 2,653,972 and 2,580,868 shares, respectively, while Westchester Capital Management holds sole voting and dispositive power over 42,417 shares and shared power over 2,653,972 shares. Percentages are based on 35,349,000 shares outstanding as of August 8, 2025. The filing certifies the holdings were acquired in the ordinary course and not to influence control.

AA Mission Acquisition Corp. filed its quarterly report for the period ended September 30, 2025, showing non‑operating income from its trust investments and modest operating expenses typical of a SPAC pre‑merger.

Net income was $3,612,987 for the quarter and $10,558,941 year‑to‑date, driven by dividends earned on the trust account. General and administrative expenses were $163,979 for the quarter. Cash on hand was $748,602, and management reported a working capital deficit of $611,252.

The trust account held $364,530,636 as of September 30, 2025. The company has until August 2, 2026 to complete a business combination, after which it would redeem public shares and liquidate. Management noted substantial doubt about the company’s ability to continue as a going concern absent a timely combination. To support operations, the sponsor provided a $1,000,000 unsecured, non‑interest‑bearing convertible note, convertible at $10.00 per unit. As of November 7, 2025, total shares issued and outstanding were 43,974,000.

AA Mission Acquisition Corp. received a joint Schedule 13G/A disclosing that First Trust Merger Arbitrage Fund (VARBX) beneficially owned 2,700,502 Ordinary Shares (6.14% of the class) and that First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively beneficially owned 3,019,542 Ordinary Shares (6.87%) as of June 30, 2025. The filing identifies FTCM as investment adviser to the client accounts holding the shares and identifies FTCS and Sub GP as control persons of FTCM.

The statement includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control. The Schedule 13G/A is signed on August 14, 2025 and includes a Joint Filing Agreement as an exhibit.

Aristeia Capital, L.L.C. filed a Schedule 13G reporting beneficial ownership of 1,818,429 Class A ordinary shares of AA Mission Acquisition Corp, representing 5.14% of the company based on 35,349,000 shares outstanding as of June 30, 2025, per the issuer's filing referenced in this statement. The filer reports sole voting and sole dispositive power over these shares. The filing includes the issuer's principal office in The Woodlands, Texas, and Aristeia's principal business office in Greenwich, CT. The signing officer, Andrew B. David, certified that the shares were acquired and are held in the ordinary course of business and not to influence control of the issuer.

AA Mission Acquisition Corp. disclosed that W. R. Berkley Corporation and its subsidiary Berkley Insurance Company beneficially own 3,230,319 Class A Ordinary Shares (CUSIP G1000R101), equal to 9.1% of the issuer's Class A shares. The ownership percentage is calculated using 35,349,000 Class A shares outstanding as reported on the issuer's condensed balance sheet as of May 12, 2025. The reporting entities, organized in Delaware, report shared voting and shared dispositive power over all 3,230,319 shares and report no sole voting or dispositive power. The filing includes a certification that the shares were acquired and are held in the ordinary course of business and not to influence control of the issuer.

AA Mission Acquisition Corp. is a blank-check company that raised gross IPO proceeds of $345,000,000 (including the over-allotment) and holds investments in a Trust Account of $360,761,586, which includes reinvested dividends. The company has not commenced operating activities and intends to use the Trust Account proceeds to complete a business combination; 34,500,000 Class A shares remain subject to possible redemption at the stated redemption values.

On the balance sheet the company reports $864,995 of cash outside the Trust Account and a working capital deficit of $455,189. For the six months ended, net income was $6,945,953, driven primarily by $7,422,413 of income earned on the Trust Account. Management discloses substantial doubt about the company’s ability to continue as a going concern and issued a $1,000,000 non‑interest bearing convertible promissory note from the Sponsor to fund working capital; the Company must complete a business combination by August 2, 2026 unless extended.