AA Mission (NYSE: AAM) to redeem shares after shareholders reject SPAC extension

Rhea-AI Filing Summary

AA Mission Acquisition Corp. reported that shareholders rejected all proposals at an extraordinary general meeting held on January 28, 2026. Investors voted against extending the deadline to complete a business combination beyond February 2, 2026 and against amending the related trust agreement.

Because these extensions were not approved, the company announced it will redeem all outstanding Class A ordinary shares, effective as of the close of business on February 13, 2026, as it will not complete an initial business combination within the period required by its governing documents.

Positive

• None.

Negative

• Shareholders rejected all extension-related proposals, leaving the SPAC unable to extend its business combination deadline beyond February 2, 2026.
• Company will redeem all outstanding Class A ordinary shares, effective February 13, 2026, ending prospects for an initial business combination.

Insights

SPAC and capital markets analyst

Shareholders rejected all extension proposals, triggering full share redemption.

AA Mission Acquisition Corp. sought shareholder approval to extend its business combination deadline up to February 2, 2027 and amend its trust agreement to match that longer timeline. All three proposals on the ballot failed to receive sufficient support.

The extension amendment and trust amendment each received 16,635,363 votes for and 19,089,335 against, while an adjournment proposal also failed. Without an extension, the company states it will redeem all outstanding Class A ordinary shares, effective February 13, 2026, because it will not complete a business combination within the required time.

This outcome is a material negative for those expecting a future merger, as it effectively ends the SPAC’s acquisition plan and redirects value to cash redemption rather than potential post-combination upside. Subsequent disclosures may provide additional details on the redemption mechanics and any remaining corporate steps.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 28, 2026

AA Mission Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42196		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

21 Waterway Avenue, STE 300 #9732

The Woodlands, TX 77380

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code 832-336-8887

Not Applicable
(Former name or former address, if changed since last report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 28, 2026, AA Mission Acquisition Corp. (the “Company”) convened an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement on Schedule 14A (File No. 001-42196), filed by the Company with the U.S. Securities and Exchange Commission on January 12, 2026, as supplemented and amended on January 22, 2026.

There were 43,974,000 Class A ordinary shares (the “Ordinary Shares”) issued and outstanding at the close of business on January 9, 2026 the record date (the “Record Date”) for the Extraordinary General Meeting. At the Extraordinary General Meeting, there were 35,724,698 Ordinary Shares present either in person, by proxy or online, representing approximately 81.24% of the total outstanding Ordinary Shares of the Company entitled to vote as of the Record Date.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 - The Extension Amendment Proposal

The shareholders did not approve the proposal to, by special resolution, amend the Company’s second amended and restated memorandum and articles of association (the “Articles”) currently in effect to give the Company the right to extend the Combination Period from February 2, 2026 up to 12 times, up to February 2, 2027 (the “Extension Amendment Proposal”).

The voting results were as follows:

FOR		AGAINST		ABSTAIN
16,635,363		19,089,335		0

Proposal No. 2 – Trust Agreement Amendment Proposal

The shareholders did not approve the proposal to, by ordinary resolution, amend the Investment Management Trust Agreement, dated as of August 2, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to permit the Company to extend the duration of the Trust Agreement from February 2, 2026 up to 12 times, up to February 2, 2027, by providing 5 days’ advance notice to the trustee prior to the applicable termination date and depositing into the Trust Account, for each month in an extension, $173,000 (the “Trust Agreement Amendment Proposal”).

The voting results were as follows:

FOR		AGAINST		ABSTAIN
16,635,363		19,089,335		0

Proposal No. 3 - The Adjournment Proposal

The shareholders did not approve the proposal to, by ordinary resolution, adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

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The voting results were as follows:

FOR		AGAINST		ABSTAIN
16,729,162		18,995,536		0

Item 8.01. Other Events.

On January 29, 2026, the Company issued a press release announcing the results of the Extraordinary General Meeting and that the Company will redeem all of its outstanding Ordinary Shares, effective as of the close of business on February 13, 2026, because the Company will not consummate an initial business combination within the time period required by the Articles. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit No.		Description
99.1		Press Release, dated January 29, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AA MISSION ACQUISITION CORP.
	By:	/s/ Qing Sun
		Name:	Qing Sun
		Title:	Chief Executive Officer

Dated: January 29, 2026

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FAQ

What did AA Mission Acquisition Corp. (AAM) disclose in its latest 8-K?

AA Mission Acquisition Corp. reported that shareholders rejected all proposals at an extraordinary general meeting, including extensions to its business combination deadline, and that it will redeem all outstanding Class A ordinary shares on February 13, 2026 due to not completing a merger in time.

How did AA Mission (AAM) shareholders vote on the SPAC extension proposals?

Shareholders voted against both the extension amendment and trust agreement amendment proposals, with 16,635,363 votes for and 19,089,335 against each. An adjournment proposal also failed, receiving 16,729,162 votes for and 18,995,536 against, preventing any further solicitation for support.

What happens to AA Mission Acquisition Corp. shares after the failed extension vote?

AA Mission Acquisition Corp. stated it will redeem all outstanding Class A ordinary shares, effective as of the close of business on February 13, 2026, because it will not consummate an initial business combination within the period required by its memorandum and articles of association.

Why is AA Mission (AAM) redeeming all its outstanding ordinary shares?

The company is redeeming all outstanding Class A ordinary shares because shareholders did not approve proposals to extend the business combination deadline or amend the trust agreement, and it will not complete an initial business combination within the time allowed by its governing documents.

What was the shareholder participation at AA Mission’s extraordinary general meeting?

Out of 43,974,000 Class A ordinary shares outstanding on the January 9, 2026 record date, 35,724,698 shares were present in person, by proxy, or online. This represented approximately 81.24% of the total outstanding shares entitled to vote at the meeting.

What was the purpose of AA Mission Acquisition Corp.’s trust agreement amendment proposal?

The trust agreement amendment proposal sought to permit monthly extensions of the trust’s duration from February 2, 2026 up to February 2, 2027, with a $173,000 deposit into the trust account for each month extended. Shareholders did not approve this proposal, matching the extension amendment’s failure.