Form 3: Arrington discloses shares, warrants and convertible Class B interest in AACIW

Rhea-AI Filing Summary

Arrington Jack Michael filed a Form 3 reporting initial beneficial ownership in Armada Acquisition Corp. II. The filing shows indirect ownership through Arrington XRP Capital Fund, LP and related entities: 400,000 Class A ordinary shares, warrants exercisable into 200,000 Class A shares at a $11.50 exercise price, and 7,880,000 Class A shares underlying Class B ordinary shares that convert one-for-one on the issuer's initial business combination. The filer is identified as a director and a 10% owner and states he exercises sole voting and dispositive power for the reported shares while disclaiming beneficial ownership except for pecuniary interest.

Positive

• Reports substantial reported holdings: 400,000 Class A shares, warrants for 200,000 Class A shares, and 7,880,000 Class A shares underlying Class B shares
• Reporting person is a director and 10% owner, indicating clear disclosure of insider status and potential governance influence
• Filing specifies sole voting and dispositive power over the reported shares held by the affiliated fund

Negative

• Reported holdings are described as indirect through Arrington XRP Capital Fund, LP and the filer disclaims beneficial ownership except for pecuniary interest
• Warrants and Class B conversions are subject to timing and condition clauses (exercise delayed until after IPO combination and conversion at business combination), limiting immediate liquidity or voting from those instruments

Insights

Securities Analyst

TL;DR: Significant indirect stake reported via Arrington XRP Capital Fund, LP with sole voting/dispositive power declared.

The report documents a material initial Section 16 filing showing concentrated exposure to Armada Acquisition Corp. II through multiple instruments: Class A shares, warrants with an $11.50 strike, and convertible Class B shares. Ownership is held indirectly by an investment vehicle with Arrington Capital Management, LLC as general partner and the reporting person as managing member. The filing is routine for insiders establishing or disclosing positions but is material because the reporting person is both a director and >10% owner, which can influence corporate governance and voting outcomes.

Corporate Governance Expert

TL;DR: Insider role plus voting control implies governance influence; indirect holding and disclaimer are noteworthy.

The filing highlights governance implications: the reporting person is a director and reports sole voting and dispositive power over substantial holdings held by an affiliated fund. The disclaimer of direct beneficial ownership except for pecuniary interest is typical when shares are held by a fund, but investors should note the combination of director status and voting control documented here. All material details presented are confined to ownership amounts and the mechanics of conversion and warrant exercisability as described in the issuer's registration materials.

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 JACK MICHAEL

(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)

X	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	I	See footnote(1)

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	(3)	(3)	Class A Ordinary Shares	200,000	$11.5	I	See footnote(1)
Class B Ordinary Shares	(2)	(2)	Class A Ordinary Shares	7,880,000	(2)	I	See footnote(1)

Explanation of Responses:

1. Represents securities held by Arrington XRP Capital Fund, LP., for which Arrington Capital Management, LLC is the general partner, for which the reporting person is the managing member. The reporting person exercises sole voting and dispositive power over these shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. 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.

3. 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.

	/s/ Jack Michael Arrington	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Jack Michael Arrington disclose in his Form 3 for AACIW?

He disclosed indirect ownership via Arrington XRP Capital Fund, LP of 400,000 Class A shares, warrants for 200,000 Class A shares at $11.50, and 7,880,000 Class A shares underlying Class B shares.

Does the filing state who controls the reported shares for AACIW?

Yes. The filing states the reporting person exercises sole voting and dispositive power over the shares held by the affiliated fund.

Are the Class B ordinary shares convertible for AACIW and when?

According to the filing, Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis at the issuer's initial business combination, subject to adjustment and anti-dilution rights.

When do the warrants become exercisable and expire for AACIW?

Each warrant becomes exercisable on the later of 12 months after the IPO closing and the initial business combination; each warrant expires five years after the completion of the initial business combination, subject to earlier redemption or liquidation.

Does the filer claim direct beneficial ownership of the reported securities for AACIW?

No. The filer reports the securities as indirectly owned and disclaims beneficial ownership except to the extent of his pecuniary interest.