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Form 4: LURIO DOUGLAS M reports sale transactions in AACIW

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

Rhea-AI Filing Summary

LURIO DOUGLAS M reported open-market sale transactions in a Form 4 filing for AACIW. The filing lists transactions totaling 8,480,000 shares.

Positive

  • None.

Negative

  • None.

Insights

Large sponsor block changes hands, shifting control economics but not issuing new shares.

The disclosure shows Armada Sponsor II LLC selling its full sponsor package—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 is a secondary transaction between sponsors, so it does not create new shares or bring cash into the SPAC itself.

The Class B founder shares convert to Class A on a one‑for‑one basis at the initial business combination, while the private placement warrants can yield 200,000 Class A shares if exercised. Economic and governance influence over these instruments effectively moves from the Original Sponsor to the New Sponsor, which can affect future deal negotiations and voting, but the immediate impact for public shareholders is structural rather than dilutive.

Insider LURIO DOUGLAS M
Role Pres./CFO/Sec.
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 (Indirect, Armada Sponsor II LLC); Private Placement Warrants — 0 shares (Indirect, Armada Sponsor II LLC); Class A Ordinary Shares — 0 shares (Indirect, Armada Sponsor II LLC)
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 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. 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*
LURIO DOUGLAS M
(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)
Pres./CFO/Sec.
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. 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/ Douglas M. Lurio 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 stake changed hands in Armada Acquisition Corp. II (AACIW)?

Armada Sponsor II LLC sold its full sponsor stake, including 7,880,000 Class B founder shares and 400,000 private placement units. Each unit includes one Class A share and half a private placement warrant, shifting significant sponsor economics to Arrington XRP Capital Fund, LP.

How much did Arrington XRP Capital Fund, LP pay for the Armada (AACIW) sponsor interests?

Arrington XRP Capital Fund, LP paid $2,600,000 for 7,880,000 Class B founder shares and $4,000,000 for 400,000 private placement units. The aggregate purchase price was $6,600,000 for the full sponsor package acquired from Armada Sponsor II LLC.

What securities were included in the Armada (AACIW) private placement units?

Each private placement unit comprised one Class A ordinary share and one-half of a private placement warrant. In total, 400,000 units represented 400,000 Class A shares and 200,000 private placement warrants, all sold by Armada Sponsor II LLC to Arrington XRP Capital Fund, LP.

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

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of Armada Acquisition Corp. II’s initial business combination, or earlier at the holder’s option. They have no expiration date before that conversion event under the described structure.

What are the key terms of Armada (AACIW) private placement warrants in this transaction?

The private placement warrants can be exercised for cash or on a cashless basis into Class A ordinary shares. Assuming cash exercise, 200,000 Class A shares would be issued. These warrants expire five years after the initial business combination or earlier upon redemption or liquidation.

What is Douglas M. Lurio’s role and ownership position in Armada (AACIW)?

Douglas M. Lurio is reported as a director, officer (Pres./CFO/Sec.), and 10% owner through Armada Sponsor II LLC. He is a managing member of the sponsor and may be deemed to have beneficial ownership, but he disclaims ownership beyond his pecuniary interest in the sponsor-held securities.