Armada Acquisition Corp. III (NASDAQ: AACIU) to separate shares and warrants

Rhea-AI Filing Summary

Armada Acquisition Corp. III, a SPAC, previously completed an initial public offering of 24,850,000 units at $10.00 per unit, generating gross proceeds of $248,500,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one share at $11.50.

The company has announced that, starting March 27, 2026, holders may elect to trade the Class A ordinary shares and warrants separately. Unseparated units will continue to trade on Nasdaq under AACIU, while separated shares and warrants will trade under AACI and AACIW. No fractional warrants will be issued, and holders must instruct their brokers to contact Continental Stock Transfer & Trust Company to separate units.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2026

ARMADA ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43132		98-1885131
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1760 Market Street, Suite 602
Philadelphia, Pennsylvania United States of America		19103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 543-6886

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant		AACIU		Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units		AACI		Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		AACIW		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01 Other Events.

Separate Trading of Units, Ordinary Shares and Warrants

As previously reported on February 23, 2026, Armada Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), consummated its initial public offering of 24,850,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $248,500,000 (before underwriting discounts and commissions and offering expenses).

On March 16, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to trade Ordinary Shares and the Warrants comprising the Units separately commencing on March 27, 2026. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “AACIU,” and the Ordinary Shares and Warrants that are separated will trade on the Nasdaq under the symbols “AACI” and “AACIW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into Ordinary Shares and Warrants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release, dated March 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2026				ARMADA ACQUISITION CORP. III
				By:		/s/ Stephen P. Herbert
				Name:		Stephen P. Herbert
				Title:		Chief Executive Officer

2

Exhibit 99.1

Armada Acquisition Corp. III Announces Separate Trading of its Class A Ordinary Shares and

Warrants, Commencing March 27, 2026

Philadelphia, PA, March 16, 2026 /GLOBE NEWSWIRE/ – Armada Acquisition Corp. III (NASDAQ: AACIU) (the “Company”) announced today that, commencing March 27, 2026, holders of the 24,850,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “AACI” and “AACIW”, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq under the symbol “AACIU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

The units were initially offered by the Company in an underwritten offering. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as lead book-runner, and Northland Capital Markets acted as joint book-runner for the offering. A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2026.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained by contacting Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com or Northland Securities, Inc., 150 South 5th Street, Suite 3300, Minneapolis, MN 55402.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated date that the Class A ordinary shares and warrants may begin to trade separately and the ability for those units not separated to continue to trade on Nasdaq. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About Armada Acquisition Corp. III

The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. Although the Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, the Company intends to focus on a target in the financial services (“FinTech”), Software-as-a-Service (“SaaS”), or generative artificial intelligence (“AI”) industries which the Company believes offer the most promising potential for acquisitions due to their strong growth and strategic alignment with our business goals.

Contacts

Investor Contact:

Mike Bishop

Bishop IR, LLC

mike@bishopir.com

FAQ

What did Armada Acquisition Corp. III (AACIU) announce in this Form 8-K?

Armada Acquisition Corp. III announced that, starting March 27, 2026, holders of its 24,850,000 units may separately trade the Class A ordinary shares and warrants on Nasdaq. Units will keep trading as AACIU, while separated shares and warrants trade as AACI and AACIW.

How are Armada Acquisition Corp. III (AACIU) units structured?

Each unit of Armada Acquisition Corp. III consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to applicable terms.

When will AACIU shareholders be able to trade shares and warrants separately?

Shareholders of Armada Acquisition Corp. III may begin separately trading Class A ordinary shares and warrants on March 27, 2026. Until then, trading continues only in combined units. After that date, unseparated units remain AACIU, while separated shares and warrants trade as AACI and AACIW.

What gross proceeds did Armada Acquisition Corp. III raise in its IPO?

Armada Acquisition Corp. III raised gross proceeds of $248,500,000 from its initial public offering of 24,850,000 units priced at $10.00 each. These proceeds are stated before underwriting discounts, commissions, and offering expenses associated with the underwritten public offering.

How can AACIU unit holders separate their Class A shares and warrants?

Holders of AACIU units must instruct their brokers to contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation; only whole warrants will trade on Nasdaq.

What sectors does Armada Acquisition Corp. III plan to target for a business combination?

Armada Acquisition Corp. III is a special purpose acquisition company seeking a business combination, focusing on financial services (FinTech), Software-as-a-Service (SaaS), or generative artificial intelligence (AI) industries. The company states these sectors align with its strategic goals and perceived growth opportunities.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 5.9 KB