Welcome to our dedicated page for ARMADA ACQUISITION II SEC filings (Ticker: AACIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The AACIW SEC filings page centers on regulatory documents for Armada Acquisition Corp. II, whose warrants trade on Nasdaq under the symbol AACIW. Armada Acquisition Corp. II is a Cayman Islands exempted company that has stated in a Form 8-K that it remains a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Its securities registered under Section 12(b) include units (AACIU), Class A ordinary shares (AACI) and warrants (AACIW), each warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 per share.
Key filings for this SPAC include current reports on Form 8-K, registration statements on Form S-1 and periodic reports such as Form 10-Q. One Form 8-K describes a Sponsor Securities Purchase Agreement under which Armada Sponsor II LLC agreed to sell Class B ordinary shares, Class A ordinary shares and private placement warrants to Arrington XRP Capital Fund, LP for an aggregate purchase price of $6,600,000. Another Form 8-K reports the completion of this sponsor transaction, the resulting change of control, and the appointment of new directors and executive officers.
These filings provide details on the company’s capital structure, including the number and type of securities involved in the sponsor purchase, and explain how control of Armada Acquisition Corp. II shifted to the new sponsor. They also outline the composition of the audit, compensation, and nominating and corporate governance committees of the board, and incorporate by reference prior registration statements, quarterly reports and other current reports for additional background.
On this page, users can access such SEC documents for Armada Acquisition Corp. II and the AACIW warrants, along with AI-powered summaries that highlight the main terms of sponsor agreements, changes in control, governance updates and other material events disclosed in the filings. Real-time updates from EDGAR ensure that new Forms 8-K, 10-Q and related disclosures are reflected as they become available, and Form 4 insider transaction reports can be reviewed alongside these materials when filed.
Armada Acquisition Corp. II received an updated Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting significant ownership of its Class A ordinary shares.
The reporting persons disclose beneficial ownership of 2,185,000 Class A shares, representing 9.2% of the class. The shares are held in the form of units by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah in a controlling role over its general partner.
They report no sole voting or dispositive power, but shared voting and dispositive power over the same 2,185,000 shares. The ownership percentage is calculated using 23,710,000 shares outstanding as of December 31, 2025, as stated in the issuer’s 10-Q. The filing stresses that the securities are not held to change or influence control of the company and includes standard disclaimers that each reporting person only admits beneficial ownership to the extent of their pecuniary interest.
Harraden Circle Investments, LLC and affiliated funds have fully exited their position in Armada Acquisition Corp. II. In Amendment No. 1 to Schedule 13G, the reporting persons state they beneficially own 0 shares of Class A common stock, representing 0% of the class, as of 12/31/2025.
The filing lists several Harraden entities and Frederick V. Fortmiller, Jr. as reporting persons and confirms this is an exit filing, noting they have ceased to be beneficial owners of more than five percent of the issuer’s outstanding Class A common stock. The certification also states the securities were not acquired or held for the purpose of changing or influencing control of the company.
Armada Acquisition Corp. II, a SPAC listed on Nasdaq, filed its quarterly report for the three months ended December 31, 2025. The company holds $236.9 million in its trust account while regular cash was $287,074, leaving a working capital deficit of $3.8 million.
General and administrative costs were $2.9 million, largely offset by $2.3 million of interest income on trust investments, resulting in a net loss of $0.6 million. Shareholders’ deficit was $13.1 million, driven mainly by SPAC structure and accretion of redeemable Class A shares.
On October 19, 2025, Armada signed a Business Combination Agreement with Evernorth Holdings, Pathfinder Digital Assets and Ripple-related entities, under which Evernorth will become the public parent company. Multiple subscription agreements contemplate large PIPE investments funded in cash and XRP tokens. Management discloses substantial doubt about its ability to continue as a going concern if no business combination is completed by November 22, 2026.
Arrington XRP Capital Fund, LP and Arrington Capital Management, LLC report beneficial ownership of Armada Acquisition Corp. II securities. The Sponsor directly holds 400,000 Class A ordinary shares and warrants for 200,000 Class A shares exercisable at $11.50. The filing also reports 7,880,000 Class A ordinary shares underlying Class B ordinary shares that convert one-for-one into Class A shares, subject to anti-dilution adjustments. Arrington Capital Management, LLC is identified as the Sponsor's controller and disclaims beneficial ownership except for its pecuniary interest. The amendment adds Arrington Capital Management, LLC as a reporting person and restates the original Form 3 in full.
LURIO DOUGLAS M reported open-market sale transactions in a Form 4 filing for AACIW. The filing lists transactions totaling 8,480,000 shares.
Armada Acquisition Corp. II Form 4 disclosure: Stephen P. Herbert, a director, officer (CEO) and managing member of Armada Sponsor II LLC, reported sponsor-level transfers executed on 08/12/2025. The Original Sponsor sold an aggregate of 7,880,000 Class B ordinary shares and 400,000 private placement units (each unit consisting of one Class A ordinary share and one-half private placement warrant) to Arrington XRP Capital Fund, LP (the New Sponsor) for a combined purchase price of $6,600,000 ($2,600,000 for Founder Shares and $4,000,000 for Private Placement Units). Following the transactions, the Form 4 reports the Reporting Person holds 0 Class A shares directly and beneficial ownership is shown indirectly through Armada Sponsor II LLC. The filing discloses that Private Placement Warrants exercisable into up to 200,000 Class A shares expire five years after completion of an initial business combination or earlier as described in the registration statement.
Armada Sponsor II LLC reported open-market sale transactions in a Form 4 filing for AACIW. The filing lists transactions totaling 8,480,000 shares. Following the reported transactions, holdings were 400,000 shares.
Armada Acquisition Corp. II reporting persons filed an Amendment to Schedule 13G disclosing that Armada Sponsor II LLC, Stephen P. Herbert and Douglas M. Lurio beneficially own 0 shares of the issuer's Class A Ordinary Shares (CUSIP G0R38G104), representing 0% of the class. The filing lists the reporting persons' principal business address as 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103 and indicates the reporting persons are a Delaware LLC and two U.S. citizens. The cover pages show no sole or shared voting or dispositive power over any Class A shares. The amendment is executed by the signing reporting persons and references a previously filed joint filing agreement.
Arrington XRP Capital Fund, LP and related parties disclosed ownership of 8,280,000 Class A equivalent shares of Armada Acquisition Corp. II, representing 26.2% of the Class A share count used for calculation. The position consists of 7,880,000 Class B shares that convert one-for-one into Class A shares on completion of the sponsor's initial business combination and 400,000 Class A shares purchased under a Sponsor Securities Purchase Agreement for an aggregate $6.6 million purchase price paid to the original sponsor.
The filing also documents a sponsor handover completed on August 28, 2025, with management and board changes: new CEO Taryn Naidu and CFO Kyle Horton were appointed and Jack Michael Arrington was designated chairman of the board. The reporting persons agreed to voting, transfer restriction and registration rights arrangements via joinder to existing agreements and state the securities were acquired for investment purposes.
Armada Acquisition Corp. II director Ronald Robert Palmeri filed an initial insider ownership report on Form 3. The filing states that he serves as a director of the company and that, as of the event date of 08/28/2025, he beneficially owns no securities of Armada Acquisition Corp. II. Both the non-derivative and derivative securities tables are empty, and the explanation of responses clearly notes that no securities are beneficially owned.