Related Party Transactions |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5: 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 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. |