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.
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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.
Armada Acquisition Corp. II reported a sponsor ownership transfer dated 08/12/2025 in which Armada Sponsor II LLC (the Original Sponsor) sold an aggregate of 7,880,000 Class B ordinary shares (Founder Shares) and 400,000 private placement units (consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants) to Arrington XRP Capital Fund, LP (the New Sponsor). The Founder Shares were purchased for $2,600,000 and the Private Placement Units for $4,000,000, for an aggregate purchase price of $6,600,000.
The reporting person, Douglas M. Lurio, is a managing member of the Sponsor and may be deemed to beneficially own the securities held by the Sponsor, but he disclaims beneficial ownership except to the extent of his pecuniary interest. Following the transactions the reporting person reports 0 beneficially owned Class A shares, Class B shares, and private placement warrants held indirectly by the Sponsor. The Form 4 is signed by Douglas M. Lurio on 09/11/2025.
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, the reporting person and a director-level affiliate of Armada Acquisition Corp. II, reported transactions dated 08/12/2025 that transferred founder and sponsor securities to a new sponsor, Arrington XRP Capital Fund, LP. The Original Sponsor sold 7,880,000 Class B ordinary shares (founder shares) and 400,000 Private Placement Units (each unit: one Class A ordinary share and one-half warrant, totaling 400,000 Class A shares and 200,000 private placement warrants) for an aggregate purchase price of $6,600,000 ($2,600,000 for Founder Shares and $4,000,000 for Private Placement Units). Following the dispositions, the reporting person shows 0 Class A shares and no retained derivative securities from these reported transactions. The Class B shares convert one-for-one into Class A shares upon the issuer's initial business combination.
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 (AACIW) Form 3 filed by Lindy Jenay Key reports an initial Section 16 disclosure for her role as a director. The filing states the date of event: 08/28/2025 and is signed on 09/08/2025. The form explicitly declares that no securities are beneficially owned by the reporting person at the time of this statement. The filing is an initial ownership disclosure and contains no listed holdings, derivatives, or indirect ownership details.
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