Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2026, Armada Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), entered into an amendment (the “Warrant Amendment”) to the Warrant Agreement, dated as of May 20, 2025 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
The Warrant Amendment was entered into to conform the provisions of the Warrant Agreement to the description thereof contained in the prospectus for the Company’s initial public offering. That prospectus indicated and Section 3.2 of the Warrant Agreement now provides as a result of the Warrant Amendment that the Company’s Warrants (as defined in the Warrant Agreement) will become exercisable on the later of (i) the date that is the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or (ii) the date that is twelve months from the date of the closing of the Public Offering (as defined in the Warrant Agreement). The exercise of any Warrant held through The Depository Trust Company remains subject to the requirement that such Warrant be properly delivered in accordance with the procedures of The Depository Trust Company.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.