[Form 4] Armada Acquisition Corp. II Warrant Insider Trading Activity

Rhea-AI Filing Summary

Armada Acquisition Corp. II Form 4 disclosure: Stephen P. Herbert, a director, officer (CEO) and managing member of Armada Sponsor II LLC, reported sponsor-level transfers executed on 08/12/2025. The Original Sponsor sold an aggregate of 7,880,000 Class B ordinary shares and 400,000 private placement units (each unit consisting of one Class A ordinary share and one-half private placement warrant) to Arrington XRP Capital Fund, LP (the New Sponsor) for a combined purchase price of $6,600,000 ($2,600,000 for Founder Shares and $4,000,000 for Private Placement Units). Following the transactions, the Form 4 reports the Reporting Person holds 0 Class A shares directly and beneficial ownership is shown indirectly through Armada Sponsor II LLC. The filing discloses that Private Placement Warrants exercisable into up to 200,000 Class A shares expire five years after completion of an initial business combination or earlier as described in the registration statement.

Positive

• Transparent disclosure of sponsor-level transfers including exact share counts and aggregate purchase price ($6,600,000).
• Conversion and warrant terms explicitly stated (Class B converts one-for-one; warrants expire five years after a business combination).

Negative

• Reporting Person shows 0 direct Class A shares following the transactions, indicating no direct ownership disclosure in the filing.
• Sponsor ownership changed with 7,880,000 Founder Shares and 400,000 Private Placement Units transferring to a new sponsor, altering sponsor-level holdings.

Insights

Corporate Governance Expert

TL;DR: Sponsor-level transfer moved founder and private placement securities to a new sponsor, fully disclosed by the reporting director/officer.

The Form 4 documents a sponsor-to-sponsor sale where Armada Sponsor II LLC sold 7,880,000 Class B ordinary shares and 400,000 private placement units to Arrington XRP Capital Fund, LP for $6.6 million in aggregate. The Reporting Person is a managing member of the Sponsor and disclaims direct beneficial ownership except for pecuniary interest, while the filing shows zero direct Class A shares held post-transaction. The disclosure clarifies conversion mechanics for Class B shares and expiration/exercise terms for private placement warrants as set in the registration statement. For governance, the transfer changes the sponsor ownership structure but is transparently reported as required under Section 16.

Securities/Compliance Analyst

TL;DR: The transaction is a routine sponsor transaction disclosed under Section 16; reporting appears complete regarding amounts and legal mechanics.

The Form 4 includes transaction codes and amounts: sale (Code S) of 400,000 Class A shares (Private Placement Shares) and disposition (Code J) of 7,880,000 Class B ordinary shares plus 200,000 private placement warrants. It states the purchase prices paid by the New Sponsor ($2.6M for Founder Shares; $4.0M for Private Placement Units) and references exercise and conversion provisions from the registration statement. The reporting person signed the filing on 09/11/2025. From a compliance perspective, the disclosure provides the specific share counts, prices, and the relationship of the reporting person to the issuer.

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^*

HERBERT STEPHEN P

(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)

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

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)	0	I	Armada Sponsor II LLC(2)

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	(3)	08/12/2025		J(1)			7,880,000	(3)	(3)	Class A Ordinary Shares	7,880,000	(1)	0	I	Armada Sponsor II LLC(2)
Private Placement Warrants(4)	(5)	08/12/2025		J(1)			200,000	(5)	(5)	Class A Ordinary Shares	200,000	(1)	0	I	Armada Sponsor II LLC(2)

Explanation of Responses:

1. Represents 400,000 Class A ordinary shares (the "Private Placement Shares") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the 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 securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. 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.

4. Represents Private Placement Warrants included in the 400,000 Private Placement Units.

5. 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	09/11/2025
	** Signature of Reporting Person	Date
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