Armada Acquisition Form 4: Sponsor Transfers Founder Shares and Warrants for $6.6M

Rhea-AI Filing Summary

Armada Sponsor II LLC, the reporting person and a director-level affiliate of Armada Acquisition Corp. II, reported transactions dated 08/12/2025 that transferred founder and sponsor securities to a new sponsor, Arrington XRP Capital Fund, LP. The Original Sponsor sold 7,880,000 Class B ordinary shares (founder shares) and 400,000 Private Placement Units (each unit: one Class A ordinary share and one-half warrant, totaling 400,000 Class A shares and 200,000 private placement warrants) for an aggregate purchase price of $6,600,000 ($2,600,000 for Founder Shares and $4,000,000 for Private Placement Units). Following the dispositions, the reporting person shows 0 Class A shares and no retained derivative securities from these reported transactions. The Class B shares convert one-for-one into Class A shares upon the issuer's initial business combination.

Positive

• Clear disclosure of the sponsor-to-sponsor transfer including exact amounts and aggregate purchase price of $6,600,000
• Founder shares maintain conversion rights into Class A Ordinary Shares one-for-one, preserving the economic equivalence of those shares post-transfer

Negative

• Original Sponsor disposed of 7,880,000 Class B shares and 400,000 Class A shares (via Private Placement Units), reducing its direct beneficial ownership
• Reporting person shows zero Class A shares following the reported dispositions, indicating no retained direct exposure from these securities in this filing

Insights

Securities Analyst

TL;DR: Sponsor transferred founder and private placement securities to a new sponsor for $6.6M, materially changing beneficial ownership.

The transaction documents a full sale by the Original Sponsor of its founder shares and related private placement units to Arrington XRP Capital Fund, LP on 08/12/2025 for $6,600,000 in aggregate consideration. This is a change in beneficial ownership rather than a public market sale and removes the Original Sponsors economic exposure tied to those securities. The Class B founder shares retain their standard conversion feature into Class A shares at the business combination, preserving the underlying future equity stake for the New Sponsor. For investors, the filing clarifies sponsor-level ownership and aligns control of sponsor economics with the New Sponsor.

Corporate Governance Expert

TL;DR: Internal sponsor restructuring transfers founder economics and warrants to a new sponsor but does not indicate issuer operational changes.

The Form 4 discloses an intra-sponsor transfer pursuant to a Sponsor Securities Purchase Agreement rather than any issuer-level financing or issuance. The disclosure is precise about amounts, instruments, and purchase price: 7,880,000 Class B shares and 400,000 Private Placement Units exchanged for $6.6M. From a governance perspective, the change concentrates sponsor rights and potential voting/economic outcomes in the New Sponsor, which may affect future alignment with public shareholders, but the document contains no statements about changes to issuer management, charter amendments, or other corporate actions.

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

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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.
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FAQ

What did Armada Acquisition Corp. II (AACIW) Form 4 report on 08/12/2025?

The Form 4 reports that Armada Sponsor II LLC sold 7,880,000 Class B shares and 400,000 Private Placement Units to Arrington XRP Capital Fund, LP on 08/12/2025.

How much was paid for the founder shares and private placement units?

The aggregate purchase price was $6,600,000: $2,600,000 for the Founder Shares and $4,000,000 for the Private Placement Units.

What instruments were transferred in the transaction?

Transferred instruments include 7,880,000 Class B ordinary shares, 400,000 Class A ordinary shares (as part of Private Placement Units), and 200,000 Private Placement Warrants.

Do the Class B shares convert to Class A shares?

Yes. The Class B Ordinary Shares convert on a one-for-one basis into Class A Ordinary Shares at the issuer's initial business combination or earlier at the holder's option.

What is the reporting person's ownership after the transaction?

Following the reported transactions, the Form 4 shows the reporting person with 0 Class A Ordinary Shares and no derivative securities retained from these reported transactions.