We are a newly organized blank check company or special purpose acquisition company, incorporated on 3 October 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on target businesses in the FinTech, SaaS and AI industries. Our Sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but from the date of our incorporation through the date of this prospectus, there have been no substantive discussions, directly or indirectly, between any of our officers, directors, promoters and other affiliates on our behalf and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. We will seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. Armada Acquisition Corp. II is the second SPAC of our management team. Armada Acquisition Corp. I successfully completed its business combination with Rezolve AI Limited (NASDAQ: RZLV) in August 2024. In connection with the business combination, on February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”), entered into a Standby Equity Purchase Agreement, pursuant to which Rezolve may issue and sell to YA up to $250 million of the ordinary shares of Rezolve. Also in connection with the business combination, Rezolve issued shares to certain advisors, as transaction-based compensation for the performance of advisory services rendered. On April 29, 2025, the most recent practicable date prior to the date of this prospectus, the closing price of the Rezolve AI Limited ordinary shares was $2.43 per share. We believe that our new SPAC is timely and relevant to support enhancement of public capital investments in growing and commercializing innovative small and middle-cap exceptional technology companies. We intend to primarily focus our target sourcing efforts on private companies that we believe would benefit from a public listing and partnership with our team and that otherwise cannot gain access to public capital in this current market environment. We believe that our management team’s background and recent successes could have a significant short- and long-term impact on target businesses. Furthermore, we believe that we are providing an interesting alternative investment opportunity to late-stage private companies that capitalizes on key trends impacting the capital markets for FinTech, SaaS and AI. Our executive offices are located in Philadelphia, PA.
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