Form 3: Arrington XRP Capital discloses significant AACIW holdings and warrants

Rhea-AI Filing Summary

Arrington XRP Capital Fund, LP filed an initial Form 3 reporting ownership in Armada Acquisition Corp. II. The filing shows 400,000 Class A ordinary shares held directly and 200,000 warrants exercisable into Class A shares at a $11.50 exercise price. The report also discloses 7,880,000 Class B ordinary shares held directly; those Class B shares convert into Class A shares on a one-for-one basis at the time of the issuer's initial business combination, subject to customary adjustments and anti-dilution provisions. The filing was signed by Jack Michael Arrington as managing member.

Positive

• Transparent initial disclosure of direct and derivative holdings consistent with Section 16 requirements
• Significant documented economic interest via 7,880,000 Class B shares that convert one-for-one to Class A

Negative

• Potential dilution from 7,880,000 Class B shares converting to Class A upon the initial business combination
• Warrants (200,000) exercisable at $11.50 could further dilute existing Class A shareholders if exercised

Insights

Securities Analyst

TL;DR: Initial insider ownership shows substantial convertible Class B position plus warrants that may dilute post-business combination.

The Form 3 discloses a combined economic interest via 7,880,000 Class B shares convertible one-for-one into Class A and 200,000 warrants exercisable at $11.50 for Class A shares, in addition to 400,000 Class A shares held directly. For investors, the convertible Class B position is the largest component and will increase outstanding Class A shares upon the issuer's initial business combination, which could materially affect share count and ownership percentages. The reported warrant exercise price and timing (exercisable after the later of 12 months post-IPO and completion of the business combination) define potential future dilution and cash inflow if exercised.

Corporate Governance Expert

TL;DR: Filing is a standard initial Section 16 disclosure showing direct and convertible holdings; governance implications center on post-combination dilution.

This is an initial beneficial ownership statement under Section 16 showing both equity and derivative positions. The one-for-one conversion feature of Class B shares into Class A at the business combination is explicitly noted, along with anti-dilution protections and no expiration for Class B. The governance relevance is that substantial converting holdings can shift voting power and require attention during shareholder votes tied to the business combination and proxy matters.

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)

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

X	Form filed by One Reporting Person
	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

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
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,880,000	(1)	D

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.

	Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner	09/08/2025
	** Signature of Reporting Person	Date
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FAQ

What did Arrington XRP Capital Fund, LP report in the Form 3 for AACIW?

The filer reported 400,000 Class A ordinary shares directly, 200,000 warrants exercisable into Class A at $11.50, and 7,880,000 Class B ordinary shares that convert one-for-one into Class A.

When do the reported warrants become exercisable?

Each warrant becomes exercisable on the later of 12 months from the closing of the issuer's IPO and the consummation of the issuer's initial business combination.

How do the Class B shares convert according to the filing?

The Class B ordinary shares convert at the option of the holder, or automatically, into Class A ordinary shares on a one-for-one basis at the time of the issuer's initial business combination, subject to customary adjustments and anti-dilution rights.

What is the exercise price and expiration for the warrants?

The reported warrants have an exercise price of $11.50 and expire five years after the completion of the issuer's initial business combination, unless redeemed or liquidated earlier.

Who signed the Form 3 filing?

The Form 3 was signed by Jack Michael Arrington, Managing Member of Arrington Capital Management, LLC, the general partner, on behalf of Arrington XRP Capital Fund, LP.