Armada Acquisition Corp II-A 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission file number: 001-42661 Armada Acquisition Corp. II (Exact name of registrant as specified in its charter) 98-1815892(I.R.S. EmployerIdentification Number) Cayman Islands(State or other jurisdiction ofincorporation or organization) 382 NE 191stStreet, Suite 52895Miami, FL 33179-52895(Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (215) 543-6886 Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.☒ Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ As of March31, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), there was no established publicmarket for the registrant’s shares. Accordingly, there was no market value for the registrant’s common stock on such date. As of December1, 2025 there were 23,710,000shares of ClassA Ordinary Shares issued and outstanding, which are comprised of23,000,000ClassA Ordinary Shares underlying Units and 710,000ClassA Ordinary Shares that trade separately, and 7,880,000 ClassB OrdinaryShares. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents ARMADA ACQUISITION CORP. IIFORM 10-KTABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSPART IITEM 1.BUSINESSITEM1A.RISK FACTORSITEM1B.UNRESOLVED STAFF COMMENTSITEM1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURESPART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIESITEM 6.SELECTED FINANCIAL DATAITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM9A.CONTROLS AND PROCEDURESITEM9B.OTHER INFORMATIONITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSPART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11.EXECUTIVE COMPENSATIONITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERSITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULESITEM 16.FORM 10-K SUMMARYSIGNATURES-i- Table of