Armada Acquisition Corp. III (AACIU) sponsor details founder shares and warrants

Rhea-AI Filing Summary

Armada Sponsor III LLC reported its initial ownership in Armada Acquisition Corp. III. The sponsor holds 8,597,917 Class B Ordinary Shares, which will automatically convert into Class A Ordinary Shares on a one-for-one basis 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, which will be transferred to non-managing investors and managing members only upon completion of an initial business combination. In addition, it owns 200,000 Private Placement Warrants, each whole warrant exercisable for one Class A share, with 200,000 shares issuable upon cash exercise and expiring five years after the initial business combination.

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^*

Armada Sponsor III LLC

(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)

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

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)	D

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	(3)	(3)	Class A Ordinary Shares	8,597,917	(3)	D
Private Placement Warrants(4)	(5)	(5)	Class A Ordinary Shares	200,000(5)	(5)	D

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 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.

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

5. 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.

	/s/ Stephen P. Herbert, Managing Member of Armada Sponsor III LLC	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What ownership did Armada Sponsor III LLC report in Armada Acquisition Corp. III (AACIU)?

Armada Sponsor III LLC reported 8,597,917 Class B Ordinary Shares, 400,000 Class A Ordinary Shares within 400,000 private placement units, and 200,000 Private Placement Warrants. These positions represent the sponsor’s initial beneficial holdings as disclosed in the Form 3 filing.

How will Armada Acquisition Corp. III (AACIU) Class B Ordinary Shares convert?

The Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis at the time of Armada Acquisition Corp. III’s initial business combination, or earlier at the option of the holder, providing a direct path from founder-style equity to public Class A shares.

What are the terms of the Private Placement Units reported for AACIU?

Each private placement unit consists of one Class A Ordinary Share and one-half of one Private Placement Warrant. The 400,000 Class A shares will be transferred to non-managing investors and managing members only when Armada Acquisition Corp. III completes an initial business combination, aligning issuance with deal completion.

How many shares can Armada Acquisition Corp. III Private Placement Warrants deliver?

Assuming cash exercise, the 200,000 Private Placement Warrants are exercisable for 200,000 Class A Ordinary Shares. These warrants are exercisable for cash or on a cashless basis and expire five years after completion of Armada Acquisition Corp. III’s initial business combination or earlier upon redemption or liquidation.

When do AACIU Private Placement Shares get transferred to non-managing investors?

The 400,000 Private Placement Shares included in the private placement units are to be transferred to non-managing investors and managing members of the sponsor only upon consummation of Armada Acquisition Corp. III’s initial business combination, tying their distribution to the successful closing of that transaction.