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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Armada Acquisition Corp. II entered into a Sponsor Securities Purchase Agreement under which Arrington XRP Capital Fund, LP agreed to purchase from the current sponsor an aggregate of 7,880,000 Class B ordinary shares, 400,000 Class A ordinary shares and 200,000 private placement warrants for an aggregate purchase price of $6,600,000. The agreement includes customary representations, warranties and covenants, which are qualified and were made for the parties' benefit only. The parties expect the transaction to close no later than September 15, 2025, at which time the Acquiror will become the company’s sponsor. Following closing, Stephen P. Herbert and Douglas M. Lurio are expected to serve as advisors to the new Chief Executive Officer to be appointed at closing. The Sponsor Securities Purchase Agreement is filed as Exhibit 10.1 with certain information redacted.
Armada Acquisition Corp. II has a meaningful passive stake held by AQR-affiliated entities. The reporting parties—AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC—collectively hold 1,499,633 shares, representing 6.32% of the Class A ordinary shares. The filings show these shares are held as units representing those Class A shares and that the three AQR entities have shared voting and shared dispositive power over the full position, with no sole voting or sole dispositive power reported.
The statement also records that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filings classify the reporting persons as investment adviser and holding company entities, reflecting an institutional, non-controlling investment position.
Armada Acquisition Corp. II is a newly formed SPAC that completed its Initial Public Offering on May 22, 2025, selling 23,000,000 units at $10.00 per unit (including a full 3,000,000 unit over-allotment) and a simultaneous private placement of 710,000 units, generating gross proceeds of $230,000,000 and $7,100,000, respectively. Approximately $231,150,000 of proceeds are held in a Trust Account invested primarily in U.S. Treasury bills, producing interest income of $982,945 for the period and contributing to net income of $887,146 for the three months ended June 30, 2025.
Outside the Trust Account the company had $479,526 in cash as of June 30, 2025 and incurred offering costs of $14,413,386 (including a $9,200,000 deferred underwriting fee). Class A public shares are recorded as redeemable at the Trust Account value and accretion to redemption value of $19,869,840 contributed to a reported shareholders' deficit of $(8,580,675). The company has not commenced operating revenues and must complete an initial Business Combination within the 18-month window ending November 22, 2026.
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