Armada Acquisition (NASDAQ: AACIU) sponsor forfeits 345,083 Class B IPO shares

Rhea-AI Filing Summary

Armada Acquisition Corp. III reported that Armada Sponsor III LLC, an entity associated with director and officer Douglas M. Lurio, forfeited 345,083 Class B Ordinary Shares for no consideration. The forfeiture occurred after the underwriters partially exercised and then waived the remainder of their over-allotment option related to the company’s initial public offering.

The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the company’s initial business combination, or earlier at the holder’s option, on a one-for-one basis. After this adjustment, the sponsor remained an indirect holder of a substantial block of Class B shares, with Lurio disclaiming beneficial ownership beyond his pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	02/19/2026		J(2)			345,083	(1)	(1)	Class A Ordinary Shares	8,252,834	(1)	8,252,834	I	Armada Sponsor III LLC(3)

Explanation of Responses:

1. 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.

2. As described in the registration statement on Form S-1 (File No. 333-291013), up to 1,136,250 of the Class B Ordinary Shares issued to Armada Sponsor III LLC (the "Sponsor") were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised in connection with the Issuer's initial public offering. On February 19, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 2,350,000 public units and delivered a notice of waiver with respect to the unexercised portion of the over-allotment option, and as a result, the Sponsor forfeited 345,083 Class B Ordinary Shares for no consideration.

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.

	/s/ Douglas M. Lurio, Managing Member of Armada Sponsor II LLC	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 4 (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 insider transaction did Armada Acquisition Corp. III (AACIU) report?

Armada Acquisition Corp. III reported a sponsor share forfeiture. Armada Sponsor III LLC forfeited 345,083 Class B Ordinary Shares for no consideration after a partial exercise and waiver of the underwriters’ over-allotment option tied to the company’s initial public offering.

How many Armada Acquisition Corp. III Class B shares were forfeited?

A total of 345,083 Class B Ordinary Shares were forfeited. These shares, held by Armada Sponsor III LLC, were surrendered for no consideration after the underwriters partially exercised, then waived the remaining portion of, their IPO over-allotment option.

Who held the forfeited Class B shares of Armada Acquisition Corp. III (AACIU)?

The forfeited Class B shares were held by Armada Sponsor III LLC. Douglas M. Lurio is a managing member of this sponsor entity and may be deemed to share beneficial ownership, though he disclaims ownership except to the extent of his pecuniary interest.

Why did Armada Sponsor III LLC forfeit Class B shares in AACIU?

The forfeiture resulted from the IPO over-allotment option mechanics. Underwriters partially exercised their option to buy extra public units and waived the rest, triggering a required forfeiture of 345,083 Class B Ordinary Shares issued to the sponsor.

Do Armada Acquisition Corp. III Class B shares automatically convert to Class A?

Yes, the Class B Ordinary Shares automatically convert into Class A. They convert on a one-for-one basis at the time of the company’s initial business combination, or earlier at the option of the holder, and have no expiration date.

What is Douglas M. Lurio’s beneficial ownership in the forfeited AACIU shares?

Douglas M. Lurio is a managing member of the sponsor holding the shares. He may be deemed to have beneficial ownership of securities held by Armada Sponsor III LLC but disclaims ownership except to the extent of his pecuniary interest in those shares.