SecProbe.io

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 CORRESP

 May 16, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of Real
Estate & Construction 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Armada Acquisition Corp. II (the “Company”)
 Registration Statement on Form S-1
 File No. 333-286110
 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Northland
Securities, Inc., as the underwriters of this offering, hereby join the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on May 20, 2025 at 4:00
p.m., Eastern time, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through May 16, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated April 30, 2025, as appears to be reasonable to secure adequate distribution of the
preliminary prospectus. We have complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 By:

 /s/ Jerry Serowik

 Name:

 Jerry Serowik

 Title:

 Senior Managing Director

 NORTHLAND SECURITIES, INC.

 By:

 /s/ Jeff Peterson

 Name:

 Jeff Peterson

 Title:

 Co-Head of Investment Banking

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 ARMADA ACQUISITION CORP. II
 1760 Market Street, Suite 602
 Philadelphia, Pennsylvania 19103
 May 16, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Real Estate & Construction 100 F
Street, N.E. Washington, DC 20549

 Attention:   
 Ruairi Regan
    David Link
    William Demarest
    Jennifer Monick

 Re:
 Armada Acquisition Corp. II
 Registration Statement on Form S-1
 File No. 333-286110
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Armada Acquisition Corp. II (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on May 20,
2025, or as soon thereafter as practicable, or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement be declared effective.
 Please contact Penny Minna of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration
Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 /s/ Stephen P. Herbert

 Stephen P. Herbert

 Chief Executive Officer

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 Armada Acquisition Corp. II
 1760 Market Street, Suite 602 Philadelphia, PA 19103
 April 30, 2025 VIA OVERNIGHT COURIER AND EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-3628

 Re:
 Armada Acquisition Corp. II
 Registration Statement on Form S-1
 Filed March 26, 2025
 File No. 333-286110 Ladies and Gentlemen:
 This letter is submitted in response to the comments of the staff (the “ Staff ”) of the U.S. Securities and Exchange
Commission (the “ Commission ”) as set forth in the Staff’s comment letter dated April 7, 2025 (the “ Comment Letter ”), in respect of Armada Acquisition Corp. II’s (“ us ”,
“ our ” or the “ Registrant ”) Registration Statement on Form S-1, filed with the Commission on March 26, 2025 (the “ Registration Statement ”).
 The responses to the Comment Letter are set forth below, with each paragraph numbered to correspond to the comment number set forth in the
Comment Letter. For your convenience, the comments have been reproduced below, together with our responses. In addition, the Registrant
has revised the Registration Statement in response to the Staff’s comments and is publicly filing an amendment to the Registration Statement (the “ Amendment ”) concurrently with this letter, which reflects the revisions and
clarifies certain other information. The page numbers in the text of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the
Amendment.

 Registration Statement on Form S-1
 Certain Relationships and Related Party Transactions, page 148

 1.
 Staff’s comment : We note your revised disclosure that the non-managing
investors have committed, pursuant to written agreements, to purchase, indirectly through the purchase of nonmanaging membership interests in the Sponsor, an aggregate of 300,000 private placement units out of the 400,000 private placement units to
be purchased by the Sponsor. 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.
 Response : The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 148
and 149 of the Amendment.

 We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to
discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.

 Very truly yours,

 /s/ Stephen Herbert

 Stephen Herbert

 Chief Executive Officer

 Armada Acquisition Corp. II

 cc:
 Penny Minna, Esq.
 DLA Piper LLP (US)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Stephen Herbert
Chief Executive Officer
Armada Acquisition Corp. II
1760 Market Street, Suite 602
Philadelphia, PA 19103

 Re: Armada Acquisition Corp. II
 Registration Statement on Form S-1
 Filed March 26, 2025
 File No. 333-286110
Dear Stephen Herbert:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our 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.

Registration Statement on Form S-1
Certain Relationships and Related Party Transactions, page 148

1. We note your revised disclosure that the non-managing investors have
committed,
 pursuant to written agreements, to purchase, indirectly through the
purchase of non-
 managing membership interests in the Sponsor, an aggregate of 300,000
private
 placement units out of the 400,000 private placement units to be
purchased by the
 Sponsor. 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.
 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.
 April 7, 2025
Page 2

 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 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.
</TEXT>
</DOCUMENT>

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 Armada Acquisition Corp. II
 1760 Market Street, Suite 602 Philadelphia, PA 19103
 March 25, 2025 VIA OVERNIGHT COURIER AND EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-3628

 Re:
 Armada Acquisition Corp. II
 Draft Registration Statement on Form S-1
 Submitted December 23, 2024
 CIK No. 0002044009 Ladies and
Gentlemen: This letter is submitted in response to the comments of the staff (the “ Staff ”) of the U.S. Securities and
Exchange Commission (the “ Commission ”) as set forth in the Staff’s comment letter dated February 28, 2025 (the “ Comment Letter ”), in respect of Armada Acquisition Corp. II’s (“ us ”,
“ our ” or the “ Registrant ”) Draft Registration Statement on Form S-1, filed with the Commission on February 3, 2025 (the “ Registration Statement ”).
 The responses to the Comment Letter are set forth below, with each paragraph numbered to correspond to the comment number set forth in the
Comment Letter. For your convenience, the comments have been reproduced below, together with our responses. In addition, the Registrant
has revised the Registration Statement in response to the Staff’s comments and is publicly filing an amendment to the Registration Statement (the “ Amendment ”) concurrently with this letter, which reflects the revisions and
clarifies certain other information. The page numbers in the text of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the
Amendment.

 Draft Registration Statement on Form S-1
 Cover Page

 1.
 Staff’s comment : We note your response to comment 3. Please clarify the
amount that may be distributed to management for working capital purposes. Response : The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and throughout the Amendment to remove references to any amounts that may be distributed to management for working capital purposes.
 Management’s Discussion And Analysis, page 98

 2.
 Staff’s comment : 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.
 Response : The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 3 and
102 of the Amendment. Conflicts of Interest, page 144

 3.
 Staff’s comment : 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.
 Response : The Registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 134 of the Amendment.

 We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to
discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.

 Very truly yours,

 /s/ Stephen Herbert

 Stephen Herbert

 Chief Executive Officer

 Armada Acquisition Corp. II

 cc:
 Penny Minna, Esq.
 DLA Piper LLP (US)

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.

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.