Armada Acquisition Corp. III (AACIU) completes $248.5M SPAC IPO and funds trust
Rhea-AI Filing Summary
Armada Acquisition Corp. III completed its initial public offering of 24,850,000 units at $10.00 per unit, generating gross proceeds of $248,500,000. Each unit includes one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share.
The company also sold 672,000 private placement units for $6,720,000 to its sponsor and underwriters. A total of $248,500,000 from the IPO and private placement was placed in a U.S. trust account to fund a future business combination within 18 months or be returned to public shareholders. Independent directors were appointed and granted Class B shares that vest over time or upon completion of an initial business combination.
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Insights
SPAC completes IPO, fully funds trust for future deal.
Armada Acquisition Corp. III raised $248,500,000 by selling 24,850,000 units at $10.00 each, including a partial over-allotment. An additional 672,000 private placement units brought in $6,720,000, aligning the sponsor and underwriters with public investors through similar unit terms but added transfer restrictions.
A total of $248,500,000 was deposited into a trust account, including up to $9,940,000 of deferred underwriting discount. These funds can be used only for an initial business combination, redemptions if no deal occurs within 18 months from the IPO closing, or limited taxes and dissolution costs.
The appointment of three independent directors, each receiving 85,000 Class B shares that vest over six quarters or upon a business combination, ties governance and compensation directly to completing a transaction. Future filings around target selection and any shareholder redemption levels will determine how effectively this capital is ultimately deployed.
8-K Event Classification
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): February 23, 2026 (February 17, 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 1.01 | Entry into a Material Definitive Agreement. |
On February 17, 2026, the registration statement on Form S-1 (File No. 333-291013), originally filed on October 22, 2025 (as amended, the “Registration Statement”), relating to the initial public offering (the “IPO”) of Armada Acquisition Corp. III (the “Company”) was declared effective by the U.S. Securities and Exchange Commission.
On February 19, 2026 (the “Closing Date”), the Company consummated the IPO of 24,850,000 units (the “Units”), which included 2,350,000 units pursuant to the partial exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $248,500,000 (before underwriting discounts and commissions and offering expenses).
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| • | an Underwriting Agreement, dated February 17, 2026, by and among the Company and Cohen & Company Capital Markets, a division of Cohen & Company Capital Markets, LLC (“CCM”), and Northland Securities, Inc. (“Northland”), as representatives (the “Representatives”) of the several underwriters named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| • | a Warrant Agreement, dated February 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference; |
| • | a Private Placement Unit Subscription Agreement, dated February 17, 2026 (the “Sponsor Private Placement Purchase Agreement”), by and between the Company and Armada Sponsor III LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference; |
| • | a Private Placement Unit Subscription Agreement, dated February 17, 2026 (the “CCM Private Placement Purchase Agreement”), by and between the Company and CCM, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; |
| • | a Private Placement Unit Subscription Agreement, dated February 17, 2026 (the “Northland Private Placement Purchase Agreement” and, collectively with the Sponsor Private Placement Purchase Agreement and the CCM Private Placement Purchase Agreement, the “Private Placement Purchase Agreements”), by and between the Company and Northland, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; |
| • | an Investment Management Trust Agreement, dated February 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; |
| • | a Registration Rights Agreement, dated February 17, 2026, by and among the Company, the Sponsor, CCM, Northland and the other Holders (as defined therein) signatory thereto, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; |
| • | an Administrative Services Agreement, dated February 17, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference; |
| • | a Letter Agreement, dated February 17, 2026 (the “Letter Agreement”), by and among the Company, the Sponsor and the executive officers and directors of the Company, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference; and |
| • | Indemnity Agreements, dated February 17, 2026, by and among the Company and each executive officer and director of the Company (each, an “Indemnity Agreement”), the form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On the Closing Date, simultaneously with the consummation of the IPO, pursuant to the Private Placement Purchase Agreements, the Company completed the private sale (the “Private Placement”) of an aggregate of 672,000 private placement units (the “Private Placement Units”) to the Sponsor and the Representatives, at a price of $10.00 per Private Placement Unit generating aggregate gross proceeds of $6,720,000. Of the 672,000 Private Placement Units, (A) the Sponsor purchased 400,000 Private Placement Units for $4,000,000, (B) CCM purchased 176,800 Private Placement Units for $1,768,000 and (C) Northland purchased 95,200 Private Placement Units for $952,000. The Private Placement Units (including the underlying securities) are identical to the Units, except that, they are (i) subject to certain limited exceptions, subject to transfer restrictions until 180 days following the consummation of the Company’s initial business combination, (ii) entitled to registration rights and (iii) with respect to the private placement warrants included in the Private Placement Units held by the Representatives, will not be exercisable more than five years from the commencement of the IPO in accordance with FINRA Rule 5110(g)(8). The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 19, 2026, in connection with the IPO, Mohammad A. Kahn, Thomas A. Decker, and Celso L. White (collectively with Mohammad A. Kahn and Thomas A. Decker, the “Directors”) were appointed as independent directors to the Company’s board of directors (the “Board”). Effective February 19, 2026, each of Mohammad A. Kahn, Thomas A. Decker and Celso L. White were also appointed to the Board’s audit committee and compensation committee, with Mr. Decker serving as the chair of the audit committee and Mr. White serving as the chair of the compensation committee.
On February 17, 2026, each Director entered into (i) the Letter Agreement and (ii) an Indemnity Agreement. In addition, the Sponsor assigned and transferred 85,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to each Director for their service on the Board, of which 8,500 Class B Ordinary Shares vested on the Closing Date and the remaining 76,500 Class B Ordinary Shares will vest in six quarterly installments through the 18-month anniversary of the Closing Date, in each case, pursuant to a Securities Assignment Agreement by and among the Company, the Sponsor, and each Director, as may be amended from time to time. All unvested Class B Ordinary Shares will vest immediately upon an initial business combination, and any unvested shares will be forfeited for no consideration if a Director ceases to serve on the Board.
The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in fulfilling their roles as directors, as well as expenses related to identifying potential target businesses and performing due diligence on suitable business combinations. Except as set forth above or otherwise disclosed in the Registration Statement, no compensation will be paid to the Directors prior to or in connection with the Company’s initial business combination; provided, however, that the Board may approve the payment of advisory fees to the Directors for board committee service and extraordinary administrative and analytical services.
Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreement and the Indemnity Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, the form of Indemnity Agreement and the form of Securities Assignment Agreement filed as Exhibits 10.7, 10.8 and 10.9, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 17, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 17, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
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| Item 8.01 | Other Events. |
A total of $248,500,000 of the proceeds from the IPO (which amount includes the underwriters’ deferred discount of up to $9,940,000) and the Private Placement was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 to pay dissolution expenses, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination; (ii) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve), subject to applicable law; and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On February 17, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 19, 2026 the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated February 17, 2026, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Northland Securities, Inc., as representatives of the several underwriters | |
| 3.1 | Amended and Restated Memorandum and Articles of Association | |
| 4.1 | Warrant Agreement, dated February 17, 2026, between the Company and Continental Stock Transfer and Trust Company | |
| 10.1 | Private Placement Unit Subscription Agreement, dated February 17, 2026, between the Company and Armada Sponsor III LLC | |
| 10.2 | Private Placement Unit Subscription Agreement, dated February 17, 2026, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC | |
| 10.3 | Private Placement Unit Subscription Agreement, dated February 17, 2026, between the Company and Northland Securities, Inc. | |
| 10.4 | Investment Management Trust Agreement, dated February 17, 2026, between the Company and Continental Stock Transfer & Trust Company | |
| 10.5 | Registration Rights Agreement, dated February 17, 2026, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto | |
| 10.6 | Administrative Services Agreement, dated February 17, 2026, between the Company and the Sponsor | |
| 10.7 | Letter Agreement, dated February 17, 2026, among the Company, the Sponsor and its executive officers and directors | |
| 10.8 | Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-291013), initially filed by the Company on October 22, 2025) | |
| 10.9 | Form of Securities Assignment Agreement between the Sponsor and the Company’s independent directors (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-291013), initially filed by the Company on October 22, 2025) | |
| 99.1 | Press Release, dated February 17, 2026 | |
| 99.2 | Press Release, dated February 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: February 23, 2026 | ARMADA ACQUISITION CORP. III | |||||
| By: | /s/ Stephen P. Herbert | |||||
| Name: | Stephen P. Herbert | |||||
| Title: | Chief Executive Officer | |||||
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Exhibit 99.1
Armada Acquisition Corp. III Announces Pricing of $225,000,000 Initial
Public Offering
Philadelphia, PA — Feb 17, 2026 — Armada Acquisition Corp. III (the “Company” or “AACI”) announced today that it priced its initial public offering of 22,500,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “AACIU” beginning on February 18, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “AACI” and “AACIW,” respectively.
AACI is led by Stephen P. Herbert, Chairman and Chief Executive Officer and Director, Douglas M. Lurio, President, Chief Financial Officer and Director, Mohammad A. Khan, Director, Thomas (Tad) A. Decker, Director, and Celso L. White, Director.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as lead book-runner, and Northland Capital Markets is acting as joint book-runner for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,375,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on February 19, 2026, subject to customary closing conditions.
The offering is being made only by means of a prospectus. When available, copies of the 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.
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on February 17, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 preliminary 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.
Contacts
Investor Contact:
Mike Bishop
Bishop IR, LLC
mike@bishopir.com
Exhibit 99.2
Armada Acquisition Corp. III Announces Closing of $248.5 Million Initial
Public Offering
Philadelphia, PA — Feb. 19, 2026 — Armada Acquisition Corp. III (the “Company” or “AACI”) announced today the closing of its initial public offering of 24,850,000 units, including partial exercise of an over-allotment option, at $10.00 per unit. The offering resulted in gross proceeds to the Company of $248,500,000. The units began trading on the Nasdaq Global Market (“Nasdaq”) on February 18, 2026 under the ticker symbol “AACIU”. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “AACI” and “AACIW,” respectively.
AACI is led by Stephen P. Herbert, Chairman, Chief Executive Officer and Director, Douglas M. Lurio, President, Chief Financial Officer and Director, Mohammad A. Khan, Director, Thomas (Tad) A. Decker, Director, and Celso L. White, Director.
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. DLA Piper LLP (US) served as US legal counsel for the Company, Ogier (Cayman) LLP served as Cayman Islands legal counsel for the Company, Loeb & Loeb LLP served as legal counsel for the underwriters, and CBIZ CPAs P.C. acted as the auditor.
A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2026. 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements, ” including with respect to the anticipated use of net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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.
Contacts
Investor Contact:
Mike Bishop
Bishop IR, LLC
mike@bishopir.com