SEC Comment Letter 0000000000-25-002327 to Armada Acquisition Corp. II (XRPN)
Armada Acquisition Corp. II
Date: Feb. 28, 2025 · CIK: 0002044009 · Accession: 0000000000-25-002327
AI Filing Summary & Sentiment
Letter
February 28, 2025 Stephen Herbert Chief Executive Officer Armada Acquisition Corp. II 1760 Market Street, Suite 602 Philadelphia, PA 19103 Re:Armada Acquisition Corp. II Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 3, 2025 CIK No. 0002044009 Dear Stephen Herbert: 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 January 21, 2025 letter. Amended Draft Registration Statement Cover page 1.We note your response to comment 3. Please clarify the amount that may be distributed to management for working capital purposes. Management's Discussion And Analysis, page 98 2.Please expand your response to prior comment 11 to address the financing needed for the business combination by Armada Acquisition Corp. I with Rezolve AI Limited in August 2024.
February 28, 2025 Page 2 Conflicts of Interest, page 144 3.Refer to prior comment 14. We note that on page 135 you continue to state that you do not believe, however, that the fiduciary duties or contractual obligations of your directors or officers will materially affect your ability to complete your initial business combination. Please revise. 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.
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February 28, 2025
Stephen Herbert
Chief Executive Officer
Armada Acquisition Corp. II
1760 Market Street, Suite 602
Philadelphia, PA 19103
Re:Armada Acquisition Corp. II
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 3, 2025
CIK No. 0002044009
Dear Stephen Herbert:
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 January 21, 2025 letter.
Amended Draft Registration Statement
Cover page
1.We note your response to comment 3. Please clarify the amount that may be
distributed to management for working capital purposes.
Management's Discussion And Analysis, page 98
2.Please expand your response to prior comment 11 to address the financing needed for
the business combination by Armada Acquisition Corp. I with Rezolve AI Limited in
August 2024.
February 28, 2025
Page 2
Conflicts of Interest, page 144
3.Refer to prior comment 14. We note that on page 135 you continue to state
that you do not believe, however, that the fiduciary duties or contractual obligations of
your directors or officers will materially affect your ability to complete your initial
business combination. Please revise.
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.