Armada Acquisition Corp. III reports that the Reporting Persons collectively beneficially own 8,652,834 Class A ordinary shares, representing 25.4% of the Class A ordinary shares on the basis described in the filing. The position consists principally of 8,252,834 Class A shares issuable on conversion of Class B shares plus 400,000 Class A shares included in private placement units.
The filing states the 25.4% calculation uses a denominator that includes 24,850,000 Class A ordinary shares reported as issued and outstanding in the Annual Report, the 8,252,834 convertible shares and 672,000 Class A ordinary shares included in private placement units. The filing excludes 200,000 Class A shares issuable upon exercise of private placement warrants.
Positive
None.
Negative
None.
Insights
Large convertible stake disclosed; voting/control implications noted.
The filing shows a combined 8,652,834-share holding tied to conversion rights and private placement units. Shared voting and dispositive power are reported across the Reporting Persons, which is typical for sponsor/affiliate structures.
Key dependencies include the conversion mechanics of Class B shares and the 200,000-warrant exclusion. Subsequent company disclosures may clarify timing and any holder actions that could affect voting outcomes.
Key Figures
Beneficially owned shares:8,652,834 sharesPercent of class:25.4%Convertible Class B shares:8,252,834 shares+4 more
7 metrics
Beneficially owned shares8,652,834 sharesaggregate beneficial ownership reported in Schedule 13G
Percent of class25.4%percent of Class A ordinary shares calculated per filing
Convertible Class B shares8,252,834 sharesClass A shares issuable upon conversion of Class B shares
Private placement Class A shares400,000 sharesClass A shares included in private placement units
Excluded warrants200,000 warrantsshares issuable upon exercise of private placement warrants excluded from the reported amount
Outstanding used in denominator24,850,000 sharesClass A shares reported issued and outstanding in the Annual Report (denominator component)
Private placement units counted in denominator672,000 sharesClass A ordinary shares included in private placement units used in denominator
Key Terms
private placement units, Class B ordinary shares (convertible), beneficially owned, shared dispositive power
4 terms
private placement unitsfinancial
"400,000 Class A ordinary shares that are included in the private placement units"
Class B ordinary shares (convertible)financial
"8,252,834 Class A ordinary shares issuable upon conversion of 8,252,834 Class B ordinary shares"
beneficially ownedregulatory
"Amount beneficially owned: The responses to Items 5-11 of the cover pages"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
How many shares does Armada Acquisition Corp. III report the sponsors beneficially own (AACI)?
The filing reports 8,652,834 Class A ordinary shares beneficially owned in aggregate, reflecting convertible Class B shares and private placement units, representing 25.4% by the filing's calculation.
What components make up the 8,652,834 shares reported by the AACI filing?
The position consists of 8,252,834 Class A shares issuable upon conversion of Class B shares and 400,000 Class A shares included in private placement units, per the filing's comment.
Does the AACI filing include shares issuable upon exercise of private placement warrants?
No. The filing expressly excludes the 200,000 Class A ordinary shares issuable upon exercise of the 200,000 private placement warrants from the reported amount.
How did the AACI filing calculate the 25.4% ownership percentage?
The percentage uses a denominator of 24,850,000 Class A shares reported outstanding, plus 8,252,834 shares issuable on conversion and 672,000 Class A shares included in private placement units, per the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Armada Acquisition Corp. III
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0R38M101
(CUSIP Number)
02/17/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0R38M101
1
Names of Reporting Persons
Armada Sponsor III LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,652,834.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,652,834.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,652,834.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Consists of (i) 8,252,834 Class A ordinary shares of Armada Acquisition Corp. III (the "Issuer") issuable upon conversion of 8,252,834 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"). Does not include the 200,000 Class A ordinary shares that are issuable upon exercise of the 200,000 private placement warrants included in the private placement units. (2) 25.4% is calculated by using a denominator that is equal to (i) 24,850,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Annual Report, (ii) 8,252,834 Class A ordinary shares issuable upon conversion of 8,252,834 Class B ordinary shares and (iii) 672,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
CUSIP Number(s):
G0R38M101
1
Names of Reporting Persons
Stephen P. Herbert
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,652,834.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,652,834.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,652,834.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Consists of (i) 8,252,834 Class A ordinary shares of Armada Acquisition Corp. III (the "Issuer") issuable upon conversion of 8,252,834 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"). Does not include the 200,000 Class A ordinary shares that are issuable upon exercise of the 200,000 private placement warrants included in the private placement units. (2) 25.4% is calculated by using a denominator that is equal to (i) 24,850,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Annual Report, (ii) 8,252,834 Class A ordinary shares issuable upon conversion of 8,252,834 Class B ordinary shares and (iii) 672,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
CUSIP Number(s):
G0R38M101
1
Names of Reporting Persons
Douglas M. Lurio
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,652,834.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,652,834.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,652,834.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Consists of (i) 8,252,834 Class A ordinary shares of Armada Acquisition Corp. III (the "Issuer") issuable upon conversion of 8,252,834 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"). Does not include the 200,000 Class A ordinary shares that are issuable upon exercise of the 200,000 private placement warrants included in the private placement units. (2) 25.4% is calculated by using a denominator that is equal to (i) 24,850,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Annual Report, (ii) 8,252,834 Class A ordinary shares issuable upon conversion of 8,252,834 Class B ordinary shares and (iii) 672,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Armada Acquisition Corp. III
(b)
Address of issuer's principal executive offices:
1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(1) Armada Sponsor III LLC
(2) Stephen P. Herbert
(3) Douglas M. Lurio
(b)
Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103.
(c)
Citizenship:
(1) Armada Sponsor III LLC is Delaware limited liability company; (2) Stephen P. Herbert is a citizen of the United States; and (3) Douglas M. Lurio is a citizen of the United States.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G0R38M101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. Armada III Sponsor LLC ("Sponsor") is the record holder of (i) 8,252,834 Class B ordinary shares, which are convertible into Class A ordinary shares as more fully described in the Issuer's Registration Statement and (ii) 400,000 Class A ordinary shares that are included in the private placement units. The amount reflected does not include the 200,000 Class A ordinary shares issuable upon the exercise of the 200,000 private placement warrants included in the private placement units.
(b)
Percent of class:
25.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
8,652,834
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,652,834
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
