Welcome to our dedicated page for ARMADA ACQUISITION II SEC filings (Ticker: AACIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The AACIW SEC filings page centers on regulatory documents for Armada Acquisition Corp. II, whose warrants trade on Nasdaq under the symbol AACIW. Armada Acquisition Corp. II is a Cayman Islands exempted company that has stated in a Form 8-K that it remains a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Its securities registered under Section 12(b) include units (AACIU), Class A ordinary shares (AACI) and warrants (AACIW), each warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 per share.
Key filings for this SPAC include current reports on Form 8-K, registration statements on Form S-1 and periodic reports such as Form 10-Q. One Form 8-K describes a Sponsor Securities Purchase Agreement under which Armada Sponsor II LLC agreed to sell Class B ordinary shares, Class A ordinary shares and private placement warrants to Arrington XRP Capital Fund, LP for an aggregate purchase price of $6,600,000. Another Form 8-K reports the completion of this sponsor transaction, the resulting change of control, and the appointment of new directors and executive officers.
These filings provide details on the company’s capital structure, including the number and type of securities involved in the sponsor purchase, and explain how control of Armada Acquisition Corp. II shifted to the new sponsor. They also outline the composition of the audit, compensation, and nominating and corporate governance committees of the board, and incorporate by reference prior registration statements, quarterly reports and other current reports for additional background.
On this page, users can access such SEC documents for Armada Acquisition Corp. II and the AACIW warrants, along with AI-powered summaries that highlight the main terms of sponsor agreements, changes in control, governance updates and other material events disclosed in the filings. Real-time updates from EDGAR ensure that new Forms 8-K, 10-Q and related disclosures are reflected as they become available, and Form 4 insider transaction reports can be reviewed alongside these materials when filed.
Armada Acquisition Corp. II (AACIW) Form 3 filed by Lindy Jenay Key reports an initial Section 16 disclosure for her role as a director. The filing states the date of event: 08/28/2025 and is signed on 09/08/2025. The form explicitly declares that no securities are beneficially owned by the reporting person at the time of this statement. The filing is an initial ownership disclosure and contains no listed holdings, derivatives, or indirect ownership details.
Naidu Taryn Jogi, Chief Executive Officer and a director of Armada Acquisition Corp., filed a Form 3 under Section 16(a). The filing states that no securities of Armada Acquisition Corp. are beneficially owned.
Arrington Jack Michael filed a Form 3 reporting initial beneficial ownership in Armada Acquisition Corp. II. The filing shows indirect ownership through Arrington XRP Capital Fund, LP and related entities: 400,000 Class A ordinary shares, warrants exercisable into 200,000 Class A shares at a $11.50 exercise price, and 7,880,000 Class A shares underlying Class B ordinary shares that convert one-for-one on the issuer's initial business combination. The filer is identified as a director and a 10% owner and states he exercises sole voting and dispositive power for the reported shares while disclaiming beneficial ownership except for pecuniary interest.
Armada Acquisition Corp. director reports no share ownership
Danis Richard, a director of Armada Acquisition Corp., filed an initial ownership report stating that no securities of the company are beneficially owned. The Form 3 indicates there are no non-derivative or derivative securities reported and the explanation section confirms that no securities are beneficially owned.
Arrington XRP Capital Fund, LP filed an initial Form 3 reporting ownership in Armada Acquisition Corp. II. The filing shows 400,000 Class A ordinary shares held directly and 200,000 warrants exercisable into Class A shares at a $11.50 exercise price. The report also discloses 7,880,000 Class B ordinary shares held directly; those Class B shares convert into Class A shares on a one-for-one basis at the time of the issuer's initial business combination, subject to customary adjustments and anti-dilution provisions. The filing was signed by Jack Michael Arrington as managing member.
Armada Acquisition Corp. II filed an 8-K reporting a series of corporate documents related to its warrants and governance. The filing lists a waiver executed among Armada Acquisition Corp. II, Armada Sponsor II LLC and other parties; a joinder by Arrington XRP Capital Fund, LP to an Insider Letter Agreement and a registration rights agreement; and an accompanying press release. The filing also references an interactive cover page Inline XBRL file. The disclosure describes agreements and corporate actions but does not include financial results or numeric transaction values in the provided text.
Armada Acquisition Corp. II entered into a Sponsor Securities Purchase Agreement under which Arrington XRP Capital Fund, LP agreed to purchase from the current sponsor an aggregate of 7,880,000 Class B ordinary shares, 400,000 Class A ordinary shares and 200,000 private placement warrants for an aggregate purchase price of $6,600,000. The agreement includes customary representations, warranties and covenants, which are qualified and were made for the parties' benefit only. The parties expect the transaction to close no later than September 15, 2025, at which time the Acquiror will become the company’s sponsor. Following closing, Stephen P. Herbert and Douglas M. Lurio are expected to serve as advisors to the new Chief Executive Officer to be appointed at closing. The Sponsor Securities Purchase Agreement is filed as Exhibit 10.1 with certain information redacted.
Armada Acquisition Corp. II has a meaningful passive stake held by AQR-affiliated entities. The reporting parties—AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC—collectively hold 1,499,633 shares, representing 6.32% of the Class A ordinary shares. The filings show these shares are held as units representing those Class A shares and that the three AQR entities have shared voting and shared dispositive power over the full position, with no sole voting or sole dispositive power reported.
The statement also records that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filings classify the reporting persons as investment adviser and holding company entities, reflecting an institutional, non-controlling investment position.
Armada Acquisition Corp. II is a newly formed SPAC that completed its Initial Public Offering on May 22, 2025, selling 23,000,000 units at $10.00 per unit (including a full 3,000,000 unit over-allotment) and a simultaneous private placement of 710,000 units, generating gross proceeds of $230,000,000 and $7,100,000, respectively. Approximately $231,150,000 of proceeds are held in a Trust Account invested primarily in U.S. Treasury bills, producing interest income of $982,945 for the period and contributing to net income of $887,146 for the three months ended June 30, 2025.
Outside the Trust Account the company had $479,526 in cash as of June 30, 2025 and incurred offering costs of $14,413,386 (including a $9,200,000 deferred underwriting fee). Class A public shares are recorded as redeemable at the Trust Account value and accretion to redemption value of $19,869,840 contributed to a reported shareholders' deficit of $(8,580,675). The company has not commenced operating revenues and must complete an initial Business Combination within the 18-month window ending November 22, 2026.