Armada Acquisition III (AACIU) sponsor forfeits 345,083 Class B shares

Rhea-AI Filing Summary

Armada Acquisition Corp. III reported that its sponsor, Armada Sponsor III LLC, forfeited 345,083 Class B Ordinary Shares for no consideration after underwriters partially exercised and then waived the remaining over-allotment option tied to the SPAC’s IPO. These Class B shares have no expiration date and are designed to 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 securities are held directly by the sponsor entity; director and officer Stephen P. Herbert is a managing member and may be deemed to have a pecuniary interest but disclaims beneficial ownership beyond that interest. Following this restructuring-type adjustment, 8,252,834 underlying Class A Ordinary Shares remain associated with the sponsor’s position.

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

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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^*

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. 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.

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.
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FAQ

What did Armada Acquisition Corp. III (AACIU) disclose in this Form 4?

Armada Acquisition Corp. III disclosed that its sponsor forfeited 345,083 Class B Ordinary Shares for no consideration after a partial exercise and waiver of the IPO over-allotment option, reflecting a structural adjustment rather than an open-market trade.

Why did the Armada Acquisition III sponsor forfeit 345,083 Class B shares?

The sponsor forfeited 345,083 Class B Ordinary Shares because underwriters partially exercised their over-allotment option to buy 2,350,000 public units and waived the remainder, triggering the contractual forfeiture terms described in the company’s registration statement on Form S-1.

How do Armada Acquisition III Class B shares convert into Class A shares?

Armada Acquisition III’s Class B Ordinary Shares have no expiration date and automatically convert into Class A Ordinary Shares on a one-for-one basis at the time of the initial business combination, or earlier at the holder’s option, aligning sponsor equity with public shareholders post-merger.

Who actually holds the forfeited and remaining shares for AACIU?

The securities are held directly by Armada Sponsor III LLC. Director and officer Stephen P. Herbert is a managing member and may be deemed to have a pecuniary interest, but he disclaims beneficial ownership of the sponsor’s shares beyond that economic interest.

How many underlying Class A shares remain tied to the sponsor after this change?

After the forfeiture of 345,083 Class B Ordinary Shares, 8,252,834 underlying Class A Ordinary Shares remain associated with the sponsor’s position, reflecting the Class B shares’ one-for-one conversion feature upon completion of Armada Acquisition Corp. III’s initial business combination.

Does this Armada Acquisition III Form 4 show insider buying or selling?

The Form 4 reflects an “other” restructuring transaction rather than open-market buying or selling. The sponsor forfeited shares for no consideration under IPO over-allotment terms, so it does not represent a discretionary purchase or sale of AACIU stock.