Armada Acquisition Corp. II 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Units, Class A Shares and Armada Public Warrants are each traded on the Nasdaq under the symbol “XRPNU”, “XRPN” and “XRPNW”, respectively. Prior to October 30, 2025, our Units, Class A Shares and Armada Public Warrants were each traded on the Nasdaq under the symbol “ACCIU”, “AACI” and “AACIW”, respectively. Holders As of December 1, 2025, there was 4 holders of record of our Units, 1 holder of record of the Class A Shares, and 1 holder of record for the Class B Shares and Armada Public Warrants. Dividends We have not paid any cash dividends on our Common Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board. In addition, our Board is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None. Use of Proceeds On May 22, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of the Initial Public Offering (the “Underwriters”) of their over-allotment option in the amount of 3,000,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Cohen acted as lead book runner and Northland acted as joint book-runner for the Initial Public Offering. The securities in the offering were registered under the Securities Act on Form S-1 (File Nos. 333-286110). The registration statement became effective on May 20, 2025. In connection with the Initial Public Offering, we incurred offering costs of approximately $14.4 million (which consisted of $4,600,000 of a cash underwriting fee, $9,200,000 of deferred underwriting fees, and $613,386 of other offering costs). After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the Initial Public Offering expenses, $231,150,000 of the net proceeds from our Initial Public Offering and the sale of the Private Placement Units was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Units are held in the Trust Account and invested as described elsewhere in this Form 10-K. -60- Table of Contents There has been no material change in the planned use of the proceeds from the Initial Public Offering and the sale of Private Placement Units as is described in our Final Prospectus related to the Initial Public Offering. ITEM 6. [RESERVED.] Not applicable.