Armada Acquisition Corp. III (AACI) filings document the company's blank-check issuer structure and the formal records used by a SPAC before a business combination. Disclosures cover 8-K material events, material agreements, shareholder voting matters, governance, and capital-structure information for units, Class A ordinary shares, warrants, sponsor securities, and related security-structure matters.
The filing record also describes operating and financial information, Regulation FD disclosures, and SPAC transaction categories without moving the issuer away from its blank-check corporate status. These documents record shareholder-approval mechanics, public-security terms, sponsor-related changes, and other governance matters.
Armada Acquisition Corp. III entered into an agreement for a proposed business combination with Brains Bioceutical Corp. and Brains Therapeutics Corp. Brains security holders’ consideration is based on a $750.0 million enterprise value, less the estimated closing balance-sheet adjustment and any Company Expenses above $10.0 million, plus any SPAC Transaction Expenses above $10.0 million; the resulting transaction value is divided by a $10.20 per-share reference value to determine share consideration.
The agreement provides for 14,705,882 PubCo earnout shares to be held in escrow. Half may be released if the share-price target equals or exceeds $12.50 per share, and the rest if it equals or exceeds $15.00, with each target requiring at least 20 trading days within a consecutive 30-trading-day period during the earnout period. The parties will use commercially reasonable efforts to arrange transaction financings of up to $100.0 million. Closing is subject to approvals and other conditions, including at least $5,000,001 in consolidated net tangible assets after the transactions, financings and redemptions. Either party may terminate if closing has not occurred by June 30, 2027, subject to the agreement’s terms.
Armada Acquisition Corp. III (AACI) entered into a definitive agreement for a proposed business combination with Brains Bioceutical Corp. and Brains Therapeutics Corp. The agreement sets Brains’ enterprise value at $750.0 million; consideration to Brains security holders consists of PubCo shares, rollover equity awards and warrants, based on transaction value after specified balance-sheet and expense adjustments, divided by a $10.20 per-share reference value.
The agreement provides for 14,705,882 additional PubCo earnout shares, held in escrow, with half released at each of two price milestones: $12.50 and $15.00 per share. Each requires a volume-weighted average price at or above the threshold for at least 20 trading days within any consecutive 30-trading-day period. The earnout period starts six months after closing and ends three years after closing; shares without a triggering event are forfeited and cancelled.
The parties will use commercially reasonable efforts to enter transaction financings with aggregate proceeds of up to $100.0 million. Closing is expected in the second quarter of 2027, subject to approvals and other conditions, including PubCo having at least $5,000,001 in consolidated net tangible assets immediately after the transactions. Either Armada or Brains may terminate if closing has not occurred by June 30, 2027, subject to contractual exceptions.
Armada Acquisition Corp. III, a Cayman Islands SPAC, reported its first operating period as a public company for the quarter and six months ended June 30, 2026. The company completed its IPO on February 19, 2026, selling 24,850,000 units at $10.00 each and a concurrent sale of 672,000 private placement units, raising gross proceeds of $255.2 million.
After transaction costs of $15.55 million, $248,500,000 was placed in a Trust Account, which grew to $251,572,228 including $3,072,228 of interest income as of June 30, 2026. For the three and six months ended June 30, 2026, net income was $1,967,466 and $2,390,876, driven entirely by trust interest offset by general and administrative costs and share-based compensation.
The company had $708,174 of cash outside the Trust Account and working capital of $540,753, with 24,850,000 Class A public shares classified as redeemable at $10.12 per share. Management states it has sufficient liquidity for at least one year and continues to seek a Business Combination within the 18‑month completion window following the IPO. Internal controls over financial reporting were evaluated as effective, and no legal proceedings or off‑balance sheet arrangements were disclosed.
Armada Acquisition Corp. III reports a Schedule 13G showing Aristeia Capital, L.L.C. beneficially owns 1,656,632 units, representing 6.49% of the class. The filing states this percentage was calculated using 25,522,000 shares outstanding as of May 4, 2026.
The filing lists sole voting and dispositive power over 1,656,632 shares held within the units and is signed by Andrew B. David as Chief Operating Officer of Aristeia Capital, L.L.C.
Armada Acquisition Corp. III reports that the Reporting Persons collectively beneficially own 8,652,834 Class A ordinary shares, representing 25.4% of the Class A ordinary shares on the basis described in the filing. The position consists principally of 8,252,834 Class A shares issuable on conversion of Class B shares plus 400,000 Class A shares included in private placement units.
The filing states the 25.4% calculation uses a denominator that includes 24,850,000 Class A ordinary shares reported as issued and outstanding in the Annual Report, the 8,252,834 convertible shares and 672,000 Class A ordinary shares included in private placement units. The filing excludes 200,000 Class A shares issuable upon exercise of private placement warrants.
Armada Acquisition Corp. III reported a 13G filing showing Adage-related parties beneficially own 2,025,000 shares of Class A ordinary shares. The filing states this equals 7.93% of the class, calculated using 25,522,000 Class A Ordinary Shares outstanding as of March 20, 2026. The statement is filed by Adage Capital Management, L.P., Robert Atchinson and Phillip Gross as reporting persons and describes shared voting and shared dispositive power over the reported shares.
Armada Acquisition Corp. III reported its first quarter as a public SPAC for the period ended March 31, 2026. The company generated net income of $423,410, driven mainly by interest income of $796,894 on cash and U.S. Treasury securities held in its Trust Account.
General and administrative costs were $290,949 and share-based compensation was $82,535. As of March 31, 2026, Armada held $249,296,894 in its Trust Account and $903,352 in cash outside the Trust Account, with working capital of $703,605, to fund the search for a Business Combination within its 18‑month completion window.