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Form 4: Armada Sponsor II reports sale transactions in AACIW

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armada Sponsor II LLC reported open-market sale transactions in a Form 4 filing for AACIW. The filing lists transactions totaling 8,480,000 shares. Following the reported transactions, holdings were 400,000 shares.

Positive

  • None.

Negative

  • None.

Insights

Sponsor of Armada Acquisition Corp. II transfers full founder stake for $6.6M.

The reporting owner, Armada Sponsor II LLC, agreed to transfer 7,880,000 Class B founder shares and 400,000 private placement units to Arrington XRP Capital Fund, LP for a combined $6,600,000. This effectively hands the sponsor economics to a new party.

The Class B founder shares convert into Class A shares on a one-for-one basis at the initial business combination, while the private placement warrants can create 200,000 Class A shares if exercised. Actual dilution and control effects will depend on the eventual business combination structure and future exercises.

This is structurally important for Armada Acquisition Corp. II because it shifts who controls founder shares and warrants, but it does not itself change the company’s cash position or operating results. Subsequent company disclosures may further describe strategic intentions of the new sponsor.

Insider Armada Sponsor II LLC
Role 10% Owner
Sold 400,000 shs ($0.00)
Type Security Shares Price Value
Other Class B Ordinary Shares 7,880,000 $0.00 --
Other Private Placement Warrants 200,000 $0.00 --
Sale Class A Ordinary Shares 400,000 $0.00 --
Holdings After Transaction: Class B Ordinary Shares — 0 shares (Direct); Private Placement Warrants — 0 shares (Direct); Class A Ordinary Shares — 400,000 shares (Direct)
Footnotes (1)
  1. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. Represents Private Placement Warrants included in the 400,000 Private Placement Units. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Armada Sponsor II LLC
(Last) (First) (Middle)
C/O ARMADA ACQUISITION CORP. II
1760 MARKET STREET, SUITE 602
(Street)
PHILADELPHIA PA 19103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [ AACIU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 08/12/2025 S 400,000(1) D (1) 400,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (2) 08/12/2025 J 7,880,000 (2) (2) Class A Ordinary Shares 7,880,000 (1) 0 D
Private Placement Warrants(3) (4) 08/12/2025 J 200,000 (4) (4) Class A Ordinary Shares 200,000 (1) 0 D
Explanation of Responses:
1. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000.
2. The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis.
3. Represents Private Placement Warrants included in the 400,000 Private Placement Units.
4. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement.
/s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC 09/11/2025
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What sponsor transaction did Armada Acquisition Corp. II (AACIW) report?

Armada Acquisition Corp. II reported that Armada Sponsor II LLC transferred its sponsor stake to Arrington XRP Capital Fund, LP. The deal covers 7,880,000 Class B founder shares and 400,000 private placement units, shifting the sponsor economics to the new investor.

How many founder shares were involved in the Armada Sponsor II LLC transaction?

The transaction covered 7,880,000 Class B ordinary founder shares. These Class B shares have no expiration date and will automatically convert into Class A ordinary shares on a one-for-one basis at Armada Acquisition Corp. II’s initial business combination or earlier at the holder’s option.

What did Arrington XRP Capital Fund, LP pay for the Armada sponsor stake in AACIW?

Arrington XRP Capital Fund, LP agreed to pay $2,600,000 for the 7,880,000 Class B founder shares and $4,000,000 for 400,000 private placement units. The total aggregate purchase price for the sponsor stake was $6,600,000.

What is included in the 400,000 private placement units of Armada Acquisition Corp. II?

The 400,000 private placement units consist of 400,000 Class A ordinary shares and 200,000 private placement warrants. Each private placement warrant is exercisable for Class A shares, and together they can yield 200,000 Class A shares if exercised for cash.

How do Armada Acquisition Corp. II (AACIW) Class B founder shares convert into Class A shares?

The Class B ordinary founder shares automatically convert into Class A ordinary shares at Armada Acquisition Corp. II’s initial business combination. Conversion occurs on a one-for-one basis, and holders may also elect to convert earlier at their option, according to the disclosure.

When do the private placement warrants of Armada Acquisition Corp. II expire?

The private placement warrants expire five years after completion of Armada Acquisition Corp. II’s initial business combination. They may also terminate earlier upon redemption or liquidation of the issuer, as described in the referenced registration statement governing these warrants.