{"url_path":"/sec/xrpnw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2044009/0001193125-26-220180-index.html","accession_number":"0001193125-26-220180","cik":"0002044009","ticker":"XRPN","issuer_name":"Armada Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2044009/0001193125-26-220180-index.html","primary_entity_key":"0002044009","primary_entity_name":"Armada Acquisition Corp. II"},"word_count":393,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales\n\nWe did not sell any equity securities during the quarter ended March 31, 2026.\n\nUse of Proceeds\n\nOn November 7, 2024, we issued 7,880,000 Founder Shares in exchange for a capital contribution of $25,000. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nOn May 22, 2025, the Sponsor, Cohen and Northland purchased an aggregate of 710,000 Private Placement Units in a private placement that closed simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nNo underwriting discounts or commissions were paid with respect to such sales.\n\nOn May 22, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by 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\nS-1\n(File Nos.\n333-286110).\nThe registration statement became effective on May 20, 2025.\n\nIn 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 Quarterly Report on Form\n10-Q.\n\nThere has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering."}