Armada Acquisition Corp II-A美股招股说明书(2025-05-21版)

Armada Acquisition Corp. II 20,000,000 Units Armada Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is a newly organized blank check company or special purposeacquisition company (“SPAC”), formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial businesscombination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as wellas activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic regionalthough we intend to focus on target businesses that provide technological services to the financial services industry (“FinTech”),Software-as-a-Service(“SaaS”), or artificial intelligence (“AI”). This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 each. Each unit consists of one ClassAordinary share, andone-halfof one redeemable warrant. We refer herein to the units sold in this offering as our “public units,” and the componentsthereof as our “public shares” and “public warrants,” respectively. Each whole warrant entitles the holder to purchase one ClassA ordinary share at aprice of $11.50 per share, subject to adjustment as described in this prospectus. Each warrant will become exercisable on the later of the consummationof our initial business combination and 12 months after the closing of this offering and will expire on the fifth anniversary of the completion of ourinitial business combination, or earlier upon redemption or liquidation as described in this prospectus. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. Warrants will only be exercisable for whole shares. We have also granted the underwriters a45-dayoption to purchase up to an additional 3,000,000 units solely to cover over-allotments, if any. We will provide the holders of our public units, or our “public shareholders,” with the opportunity to redeem all or a portion of their public shares uponthe completion of our initial business combination at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trustaccount described below as of two business days prior to consummation of the initial business combination, including interest (which interest shall benet of taxes payable, if any), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditionsdescribed herein. The amount in the trust account will initially be $10.05 per public share. Our public shareholders will be permitted to redeem theirshares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed business combination. Our amendment andrestated articles of association will not contain a minimum net tangible asset condition, such as the $5,000,001 net tangible asset requirement. As such,there is no limitation on the amount shares we may redeem. Notwithstanding the foregoing, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended andrestated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted fromredeeming its shares with respect to more than an aggregate of 20% of the public shares sold in this offering, without our prior consent. Our sponsor, Armada Sponsor II LLC, a Delaware limited liability company (“Sponsor”), will commit, pursuant to a written agreement, to purchase anaggregate of 400,000 private placement units at a price of $10.00 per private placement unit ($4,000,000 in the aggregate) in a private placement thatwill close simultaneously with the closing of this offering, and Cohen and Company Capital Markets, a division of J.V.B. Financial Group, LLC(“CCM”) and Northland Securities, Inc. (“Northland”), as representatives of the underwriters in this offering (the “representatives”), will commit topurchase an aggregate of 250,000 private placement units (or 310,000 private placement units if the over-allotment is exercised in full) at a price of$10.00 per unit ($2,500,000 in the aggregate (or $3,100,000 if the over-allotment is exercised in full)) in a private placement that will closesimultaneously with the closing of this offering. We refer to these units throughout this prospectus as the “private placement units”, and the componentsthereof as our “private placement shares” and “pri