Arrington Adds Reporting Person; 7.88M Class A via Class B Conversion Noted

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of direct holdings: 400,000 Class A ordinary shares reported
• Warrants disclosed: 200,000 warrants with stated exercise price of $11.50
• Conversion mechanics explained for Class B shares to Class A on a one-for-one basis

Negative

• Potential dilution from 7,880,000 Class A shares underlying Class B shares and 200,000 warrants
• Concentration of control indicated by Sponsor and its controller holding multiple security classes (may affect voting and governance)

Insights

Financial Analyst

TL;DR Significant share and warrant positions reported; conversion features and warrants create meaningful potential dilution.

The filing documents direct ownership of 400,000 Class A shares and warrants for 200,000 Class A shares at a stated exercise price of $11.50. It also reports 7,880,000 Class A shares underlying Class B shares that convert on a one-for-one basis, subject to anti-dilution adjustments. These instruments together represent both current equity and potential future dilution, which investors should treat as factual disclosures of existing positions rather than forecasts.

Corporate Governance Expert

TL;DR Reporting clarifies control structure: Sponsor controlled by Arrington GP; amendment formalizes reporting responsibility.

The Form 3 amendment names Arrington Capital Management, LLC as the controller of the Sponsor and adds it as a reporting person. The filing includes a disclaimer that Arrington GP disclaims beneficial ownership except to the extent of pecuniary interest, consistent with Section 16 reporting practices. The amendment restates the original filing to reflect the proper reporting chain and lists the classes and instruments subject to conversion and exercise.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FL 33179-3899

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2025

3. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [ AACIU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	400,000	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(2)	(2)	Class A Ordinary Shares	200,000	$11.5	D(3)
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,880,000	(1)	D(3)

1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FL 33179-3899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Arrington Capital Management, LLC

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FL 33179-3899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-286110), the Class B ordinary shares, par value $0.0001, will convert at the option of the holder, or automatically convert, into Class A ordinary shares, par value $0.0001, of the Issuer at the time of the Issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. Each warrant will become exercisable on the later of 12 months from the closing of the Issuer's initial public offering and the consummation of the Issuer's initial business combination. Each warrant will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

3. This Form 3 is being filed by Arrington XRP Capital Fund, LP (the "Sponsor"). The Sponsor is controlled by Arrington Capital Management, LLC ("Arrington GP"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Arrington GP. Arrington GP under this Form 3 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

Remarks:

This Form 3 amendment is being filed to amend and restate in its entirety the original Form 3 filed on September 8, 2025 to add Arrington Capital Management, LLC as a reporting person with respect to the Class A ordinary shares, Class B ordinary shares and warrants for Class A ordinary shares reported herein.

	Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner	09/19/2025
	Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member	09/19/2025
	** Signature of Reporting Person	Date
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FAQ

What securities does Arrington XRP Capital Fund, LP report owning in AACIW?

The Sponsor reports 400,000 Class A ordinary shares and warrants for 200,000 Class A shares exercisable at $11.50.

How many Class A shares are represented by Class B conversions?

The filing reports 7,880,000 Class A ordinary shares underlying Class B ordinary shares that convert one-for-one into Class A shares.

Who is identified as the controller of the Sponsor?

Arrington Capital Management, LLC is identified as the controller of Arrington XRP Capital Fund, LP and is added as a reporting person.

Are there exercise price or expiration details for the warrants?

Yes. The warrants reported cover 200,000 Class A shares with an exercise price of $11.50; the filing notes standard exercisability and expiration mechanics for the warrants.

Does the filer disclaim beneficial ownership?

Arrington GP disclaims beneficial ownership except to the extent of its pecuniary interest in the reported securities, as stated in the filing.