SecProbe.io

January 21, 2025
Stephen Herbert
Chief Executive Officer
Armada Acquisition Corp. II
1760 Market Street, Suite 602
Philadelphia, PA 19103
Re:Armada Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted December 23, 2024
CIK No. 0002044009
Dear Stephen Herbert:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please state whether the redemptions will be subject to any limitations, such as the
$5,000,001 net tangible asset requirement and for shareholders holding more than
20% of the shares sold in the offering. See Item 1602(a)(2) of Regulation S-K.
2.Please revise to indicate percentage of the additional membership interests to be
issued at a nominal price to the non-managing sponsor investors as compared to the
total amount of the founder shares.
We note the disclosure on the cover page and elsewhere that in connection with a
business combination or extension of the time period to complete a business
combination, public shareholders may “redeem their shares … at a per share price …
equal to the aggregate amount then on deposit in the trust account, including interest 3.

January 21, 2025
Page 2
earned thereon (which interest shall be net of taxes payable and permitted
withdrawals, and up to $100,000 of interest income to pay liquidation expenses),
divided by the number of then issued and outstanding Class A ordinary shares….”
Please advise why you would allocate funds from the trust for liquidation expenses in
the event of a business combination or extension and how such provision is consistent
with Nasdaq Rule IM-5101-2(d), which says "public Shareholders voting against a
business combination must have the right to convert their shares of common stock
into a pro rata share of the aggregate amount then in the deposit account (net of taxes
payable and amounts distributed to management for working capital purposes)."
Summary, page 1
4.We note Amada Acquisition Corp. I successfully completed its business combination
with Rezolve AI Limited in August 2024. Please briefly indicate the recent stock price
of Rezolve AI Limited.
Sponsor Information, page 7
5.Please describe the extent to which the conversion of the working capital loans may
result in a material dilution of the purchasers’ equity interests.
6.Please discuss whether there are any limitations to the extensions you may seek for
conducting a business combination, including with respect to the number of
extensions. In addition, please expand your disclosure to discuss the consequences to
the SPAC sponsor of not completing an extension of the business combination
deadline. See Item 1602(b)(4) of Regulation S-K.
Risk Factors, page 46
7.We note numerous exceptions to the transfer restrictions by the sponsor on page 111.
Please add risk factor disclosure about risks that may arise from the sponsor having
the ability to remove itself as your sponsor before identifying a business combination,
including through the unconditional ability to transfer the founder shares or otherwise.
Address the consequences of such removal to the company's ability to consummate an
initial business combination, including that any replacement sponsor could have
difficulty finding a target.
Dilution, page 95
8.We note your assumption that no ordinary shares and convertible equity or debt
securities are issued in connection with additional financing that you may seek in
connection with an initial business combination. Please expand your disclosure
to highlight that you may need to issue additional securities as you seek an initial
business combination for the reasons set forth on page 60 including because of the
size of your initial business combination.
Proposed Business, page 103
We note that you will pay Armada Sponsor II LLC $30,000 for office space,
administrative and shared personnel support services. Please describe your office
property. Refer to Item 102 of Regulation S-K. Also, it appears the address of your
principal executive offices on the facing page of your registration statement is that of 9.

January 21, 2025
Page 3
a law firm. Please clarify.
Sponsor Information, page 109
10.Please disclose whether the interests in the sponsor may be transferred to third parties.
Add risk factor disclosure, as applicable.
Management, page 138
11.We note your disclosure that Armada Acquisition Corp. I successfully completed its
business combination with Rezolve AI Limited in August 2024. Please disclose any
extensions and redemption levels in connection with an extension and/or business
combination and the financing needed for the such transactions. See Item 1603(a)(3)
of Regulation S-K.
12.Please identify each of the entities to which your executive officers, directors and
director nominees currently have fiduciary duties or contractual obligations. Also,
briefly describe the fiduciary duties of each of your officers and directors to such
other entities. See Item 1603(c) of Regulation S-K.
Conflicts of Interest, page 144
13.Please disclose in this section the conflicts of interest relating to repayment of loans
and reimbursements of expenses in the event you do not complete a deSPAC
transaction. Also, disclose here that in the event you do not consummate a business
combination within the completion window, and unless the time for you to
consummate a business combination has been extended, the founder shares, the
private placement shares and the private placement warrants (and the shares into
which they are exercisable) will expire worthless. Disclose the potential conflicts of
interest arising from the ability to pursue a business combination with a company that
is affiliated with the Sponsor or members of your management team. See Item
1602(b)(7) of Regulation S-K.
14.Please reconcile your statement on page 144 that the fiduciary duties or contractual
obligations of your officers or directors could materially affect your ability to
complete the initial business combination with your statements on pages 135 and 144
that you not believe the fiduciary duties or contractual obligations of your directors or
officers will materially affect your ability to complete the initial business
combination.
15.Please reconcile the statement on page 144 that if any of your officers or directors
becomes aware of a business combination opportunity which is suitable for one or
more entities to which he or she has fiduciary, contractual or other obligations or
duties, he or she will honor these obligations and duties to present such business
combination opportunity to such entities first with the language in the first paragraph
on page 145 that each of your officers and directors has agreed to present to your
company for your consideration, prior to presentation to any other entity, any suitable
business opportunity.
Certain Relationships, page 149
We note your disclosure regarding investments by non-managing members in the 16.

January 21, 2025
Page 4
sponsor and that the sponsor shall issue additional membership interests at a nominal
purchase price to such non-managing members. Please disclose the persons who may
have direct and indirect material interests in the sponsor, as well as the nature and
amount of their interests. See Item 1603(a)(7) of Regulation S-K.
Description of Securities , page 152
17.We note that the exclusive forum provision relating to your warrants appears to apply
to claims under the Securities Act 1933. If the provision applies to Securities Act
claims, please also revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
Notes to Financial Statements
2. Summary of Significant Accounting Policies
Warrant Instruments, page F-10
18.We note you intend to account for the warrant instruments as equity classified. Please
provide us with your analysis under ASC 815-40 to support your accounting treatment
for the private placement warrants. As part of your analysis, please address whether
there are any terms or provisions in the private placement warrant agreement that
provide for potential changes to the settlement amounts that are dependent upon the
characteristics of the holder of the warrant, and if so, how you analyzed those
provisions in accordance with the guidance in ASC 815-40. Your response should
address, but not be limited to, your disclosure on page 23, that "[t]he private
placement warrants are identical to the public warrants, except that such warrants: (i)
will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis,
as described in this prospectus, so long as they are held by our Sponsor or any of its
permitted transferees."
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Gerry Williams, Esq.