SecProbe.io

September 4, 2025
Qing Sun
Chief Executive Officer
AA Mission Acquisition Corp. II
21 Waterway Avenue, STE 300 #9733
The Woodlands, TX 77380
Re:AA Mission Acquisition Corp. II
Registration Statement on Form S-1
Filed August 22, 2025
File No. 333-289768
Dear Qing Sun:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 5, 2025 letter.
Registration Statement on Form S-1 filed August 22, 2025
Summary
Implication of Holding Foreign Companies Accountable Act, page 23
We acknowledge your response to prior comment 6. Please revise to clarify the
meaning of your added disclosure on pages 24-25, which appears to suggest that PRC
laws or regulations governing cash flows associated with the business combination,
including shareholder redemption rights, will not apply if you are able to consummate
an initial business combination with a non-PRC target company—and inversely that
such laws or regulations will apply if you consummate an initial business combination
with a PRC target company. In this regard, we note your disclosure on page 24 that
you do not intend to enter into a business combination with a PRC target company.
However, we also note your disclosure on page 17 and elsewhere that as a result of
 1.

September 4, 2025
Page 2
the significant ties of your executive officers and directors to China, you are more
likely to acquire a company based in China.
Summary of Risk Factors, page 55
2.We acknowledge your response to prior comment 4 and reissue. Where you describe
the significant regulatory, liquidity, and enforcement risks that the majority of your
directors and officers being based in or having significant ties to China poses to
investors, please revise to provide cross-references to the more detailed discussion of
these risks in the prospectus.
Capitalization, page 128
3.We note that you are offering 10,000,000 Class A  ordinary shares, but only show
9,347,686 Class A common shares subject to possible redemption in your
Capitalization table. Notwithstanding the revisions you made to the dilution table in
response to prior comment 7, please tell us how you considered the guidance in ASC
480-10-S99-3A, which requires securities that are redeemable for cash or other assets
to be classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or
(3) upon the occurrence of an event that is not solely within the control of the issuer,
in concluding that all 10,000,000 Class A common shares were not required to be
presented outside of permanent equity and part of shares subject to possible
redemption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Please contact Pearlyne Paulemon at 202-551-8714 or Benjamin Holt at 202-551-6614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Blankenship