Sponsor-linked insider stakes disclosed at Armada Acquisition III (NASDAQ: AACIU)

Rhea-AI Filing Summary

Armada Acquisition Corp. III director and officer Herbert Stephen P filed an initial insider report listing his indirect interests through Armada Sponsor III LLC. The sponsor holds 8,597,917 Class B Ordinary Shares, which automatically convert one-for-one into Class A Ordinary Shares at the time of the company’s initial business combination or earlier at the holder’s option.

The sponsor also holds 400,000 Class A Ordinary Shares included in 400,000 private placement units. These shares are to be transferred to non‑managing investors and the sponsor’s managing members only upon completion of an initial business combination. In addition, the sponsor holds 200,000 Private Placement Warrants, each exercisable for one Class A Ordinary Share for cash or on a cashless basis and expiring five years after the initial business combination or earlier upon redemption or liquidation. The filing notes that Stephen may be deemed to beneficially own the securities held by the sponsor but disclaims beneficial ownership except to the extent of his pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HERBERT STEPHEN P

(Last) (First) (Middle)

C/O ARMADA ACQUISITION CORP. III

1760 MARKET STREET, SUITE 602

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2026

3. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. III [ AACIU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	400,000(1)(2)	I	Armada Sponsor III LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(4)	(4)	Class A Ordinary Shares	8,597,917	(4)	I	Armada Sponsor III LLC(3)
Private Placement Warrants(5)	(6)	(6)	Class A Ordinary Shares	200,000(6)	(6)	I	Armada Sponsor III LLC(3)

Explanation of Responses:

1. Represents 400,000 Class A Ordinary Shares (the "Private Placement Shares") of Armada Acquisition Corp. III (the "Issuer") that are included in the 400,000 private placement units (the "Private Placement Units") of the Issuer purchased by Armada Sponsor III LLC (the "Sponsor"), which shares will be transferred to the non-managing investors (as defined in the registration statement on Form S-1 (File No. 333-291013) (the "Registration Statement")) and to the managing members of the Sponsor only upon consummation of an initial business combination.

2. Each Private Placement Unit is comprised of one Private Placement Share and one-half of one private placement warrant of the Issuer (the "Private Placement Warrants"), each whole Private Placement Warrant will be exercisable to purchase one Private Placement Share. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants.

3. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis.

5. Represents Private Placement Warrants included in the 400,000 Private Placement Units.

6. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement.

Remarks:

Chief Executive Officer, Chairman, and Director

	/s/ Stephen P. Herbert	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Form 3 filing for Armada Acquisition Corp. III (AACIU) show?

The Form 3 shows director and officer Herbert Stephen P’s indirect interests via Armada Sponsor III LLC, including Class B shares, Class A private placement shares, and private placement warrants, all tied to Armada Acquisition Corp. III’s future initial business combination structure and timing.

How many Class B shares are indirectly associated with Herbert Stephen P at Armada Acquisition Corp. III (AACIU)?

Armada Sponsor III LLC holds 8,597,917 Class B Ordinary Shares, which may be attributed to Herbert Stephen P as a managing member. These Class B shares automatically convert into Class A Ordinary Shares at a one-for-one ratio upon the company’s initial business combination or earlier at the holder’s option.

What private placement shares are disclosed in the Armada Acquisition Corp. III (AACIU) Form 3?

The filing reports 400,000 Class A Ordinary Shares included in 400,000 private placement units purchased by Armada Sponsor III LLC. These private placement shares are to be transferred to non‑managing investors and managing members of the sponsor only upon completion of an initial business combination.

What private placement warrants are reported for Armada Acquisition Corp. III (AACIU)?

Armada Sponsor III LLC holds 200,000 Private Placement Warrants. Each whole warrant is exercisable, for cash or on a cashless basis, for one Class A Ordinary Share and expires five years after completion of the initial business combination or earlier upon redemption or liquidation of Armada Acquisition Corp. III.

Does Herbert Stephen P directly own the Armada Acquisition Corp. III (AACIU) securities listed in the Form 3?

The securities are held directly by Armada Sponsor III LLC, not by Herbert Stephen P personally. As a managing member, he may be deemed a beneficial owner but expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the sponsor’s holdings.

Do the Class B shares of Armada Acquisition Corp. III (AACIU) have an expiration date?

The Class B Ordinary Shares disclosed have no expiration date. They automatically convert into Class A Ordinary Shares at the time of Armada Acquisition Corp. III’s initial business combination, or earlier at the option of the holder, on a one-for-one basis as described in the filing.