Armada Acquisition Corp. III (AACIU) insider details sponsor share and warrant stakes

Rhea-AI Filing Summary

Armada Acquisition Corp. III director and officer Douglas M. Lurio filed an initial statement of beneficial ownership showing indirect interests held through Armada Sponsor III LLC. The sponsor holds 8,597,917 Class B Ordinary Shares, 400,000 Class A Ordinary Shares and 200,000 Private Placement Warrants.

The Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis upon the company’s initial business combination or earlier at the holder’s option. Each Private Placement Unit consists of one Class A share and one-half of one warrant, with the 200,000 Private Placement Warrants exercisable for 200,000 Class A shares. Lurio, as a managing member of the sponsor, may be deemed to beneficially own these securities 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^*

LURIO DOUGLAS M

(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 Financial Officer, President, Secretary, and Director

	/s/ Douglas M. Lurio	02/26/2026
	** 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).
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FAQ

What insider ownership did Douglas M. Lurio report in Armada Acquisition Corp. III (AACIU)?

Douglas M. Lurio reported indirect interests through Armada Sponsor III LLC. The sponsor holds 8,597,917 Class B Ordinary Shares, 400,000 Class A Ordinary Shares and 200,000 Private Placement Warrants, reflecting significant sponsor-level ownership in the SPAC’s equity structure.

How do Armada Acquisition Corp. III (AACIU) Class B Ordinary Shares convert into Class A shares?

Armada Acquisition Corp. III’s Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis. Conversion occurs at the time of the company’s initial business combination, or earlier at the option of the holder, aligning sponsor shares with public equity.

What are the terms of Armada Acquisition Corp. III (AACIU) Private Placement Units and Warrants?

Each Private Placement Unit consists of one Class A Private Placement Share and one-half of one Private Placement Warrant. Every whole warrant is exercisable, for cash or cashless, for one Class A share, so 200,000 Private Placement Warrants could yield 200,000 Class A shares upon exercise.

Who legally holds the reported Armada Acquisition Corp. III (AACIU) securities associated with Douglas M. Lurio?

The securities are held directly by Armada Sponsor III LLC. Douglas M. Lurio is a managing member and may be deemed to beneficially own the securities, but he disclaims beneficial ownership except to the extent of his pecuniary interest in the sponsor entity.

Are the Private Placement Warrants of Armada Acquisition Corp. III (AACIU) subject to an expiration date?

Yes. The Private Placement Warrants expire five years after completion of Armada Acquisition Corp. III’s initial business combination, or earlier upon redemption or liquidation, as described in the registration statement referenced in the Form 3 footnotes.