SEC Comment Letter 0000000000-24-006949 to AA Mission Acquisition Corp. (AAM, AAM-UN) (CIK 0002012964)
AA Mission Acquisition Corp. (AAM, AAM-UN) (CIK 0002012964)
Date: June 17, 2024 · CIK: 0002012964 · Accession: 0000000000-24-006949
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United States securities and exchange commission logo
June 17, 2024
Qing Sun
Chief Executive Officer
AA Mission Acquisition Corp.
21 Waterway Avenue, STE 300 #9732
The Woodlands, TX 77380
Re:AA Mission Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 31, 2024
CIK No. 0002012964
Dear Qing Sun:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 15, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 31, 2024
Permission, Licenses or Approvals Required from the PRC Authorities, page 10
1.We note the revisions made in response to prior comment 4. Please clarify whether the
Trial Measures apply to this transaction.
Summary of Risk Factors, page 37
2.We partially reissue prior comment 6. Please separately discuss the risks that the majority
of your directors and officers being based in or having significant ties to China poses to
investors, with cross-references to the more detailed discussion of these risks in the
prospectus.
FirstName LastNameQing Sun
Comapany NameAA Mission Acquisition Corp.
June 17, 2024 Page 2
FirstName LastName
Qing Sun
AA Mission Acquisition Corp.
June 17, 2024
Page 2
Risk Factors, page 39
3.We note the revisions to the risk factor on page 68 regarding the use of contractual
arrangements in the acquisition of a target business. Please clarify the difference between
the risk you are describing here of contractual arrangements and that of the use of a
variable interest entity. Such disclosure is currently unclear, especially in light of the
disclosure in the risk factor of the prohibitions of foreign ownership in certain industries
and the use of contractual arrangements to comply with such requirements.
Permitted Purchases of Our Securities, page 131
4.We note your response to comment 12. Given the revisions to the disclosure, it is still not
clear whether initial shareholders who purchase shares from public shareholders during
this offering will vote their shares in favor of the initial business combination, given the
agreement by the initial shareholders to vote the shares they hold in favor of a business
combination, if a vote is held. Please clarify.
Notes to Financial Statements
Note 7: Shareholder's Equity, page F-14
5.We have reviewed your response to comment 13 and note your assertion that there are no
terms or provisions in the warrant agreement that provide for potential changes to the
settlement amounts that are dependent upon the characteristics of the holder of the
warrant. We also note your disclosure in Note 7 that "the Private Placement Warrants will
be exercisable on a cashless basis and will be non-redeemable so long as they are held by
the initial purchasers or their permitted transferees. If the Private Placement Warrants are
held by someone other than the initial purchasers or their permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants." Please tell us how you have considered this
disclosure in determining the accounting treatment for the warrants.
Signatures, page II-7
6.We note that the director nominees are now directors of the company. Please remove the
consents from the exhibits index and include the signatures of the majority of the board of
directors as required by Instruction 1 to the Signatures to Form S-1.
FirstName LastNameQing Sun
Comapany NameAA Mission Acquisition Corp.
June 17, 2024 Page 3
FirstName LastName
Qing Sun
AA Mission Acquisition Corp.
June 17, 2024
Page 3
Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Michael J. Blankenship