Arrington XRP Capital buys Armada Sponsor stake: 7.88M shares, $6.6M deal

Rhea-AI Filing Summary

Armada Acquisition Corp. II reported a sponsor ownership transfer dated 08/12/2025 in which Armada Sponsor II LLC (the Original Sponsor) sold an aggregate of 7,880,000 Class B ordinary shares (Founder Shares) and 400,000 private placement units (consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants) to Arrington XRP Capital Fund, LP (the New Sponsor). The Founder Shares were purchased for $2,600,000 and the Private Placement Units for $4,000,000, for an aggregate purchase price of $6,600,000.

The reporting person, Douglas M. Lurio, is a managing member of the Sponsor and may be deemed to beneficially own the securities held by the Sponsor, but he disclaims beneficial ownership except to the extent of his pecuniary interest. Following the transactions the reporting person reports 0 beneficially owned Class A shares, Class B shares, and private placement warrants held indirectly by the Sponsor. The Form 4 is signed by Douglas M. Lurio on 09/11/2025.

Positive

• Transaction clearly disclosed: 7,880,000 Founder Shares and 400,000 Private Placement Units transferred to Arrington XRP Capital Fund, LP.
• Purchase price detailed: Founder Shares for $2,600,000 and Private Placement Units for $4,000,000, totaling $6,600,000.

Negative

• Reporting person reports 0 beneficial ownership following the transactions, indicating loss of indirect sponsor-held securities.
• Form shows a change in sponsor ownership which may alter sponsor-related governance or alignment, as disclosed by the managing member disclaimer.

Insights

Securities Analyst

TL;DR Sponsor shares and private placement units were transferred to a new sponsor for $6.6M; reporting person now shows no indirect beneficial ownership.

The transaction is a change in sponsor ownership rather than a market sale of issuer stock. The Original Sponsor sold 7,880,000 Founder Shares and 400,000 Private Placement Units to Arrington XRP Capital Fund, LP for a combined $6,600,000 on 08/12/2025. Form 4 reporting shows the indirect holdings held by Armada Sponsor II LLC reduced to zero. For investors, this is a corporate sponsorship change recorded under Section 16 reporting rules; it does not by itself change the issuer's outstanding public float or reported operating results.

Corporate Governance Expert

TL;DR Ownership of sponsor-held founder and private placement securities transferred between sponsors; reporting and disclaimer language included.

The disclosure notes Douglas M. Lurio is a managing member of Armada Sponsor II LLC and may be deemed to beneficially own the sponsor-held securities, but he explicitly disclaims beneficial ownership except for any pecuniary interest. The Form 4 details the contractual Sponsor Securities Purchase Agreement effecting the transfer and describes conversion and warrant exercise mechanics. This filing documents a governance-level change in the sponsor group rather than an operational change at 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

OMB APPROVAL

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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^*

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.
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FAQ

What did Armada Acquisition Corp. II (AACIW) report on Form 4?

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 sponsor securities in the reported transaction?

The New Sponsor paid $2,600,000 for the Founder Shares and $4,000,000 for the Private Placement Units, totaling $6,600,000.

What securities were included in the 400,000 private placement units?

Each Private Placement Unit consisted of 1 Class A ordinary share and 0.5 private placement warrant, totaling 400,000 Class A ordinary shares and 200,000 private placement warrants.

Does Douglas M. Lurio still beneficially own the sold securities?

The Form states Mr. Lurio is a managing member of the Sponsor and may be deemed to beneficially own the Sponsor's securities, but he disclaims beneficial ownership0.

When were the transactions and when was the Form 4 signed?

Transactions occurred on 08/12/2025 and the Form 4 was signed by Douglas M. Lurio on 09/11/2025.