[SCHEDULE 13D] Armada Acquisition Corp. II Warrant SEC Filing

Rhea-AI Filing Summary

Arrington XRP Capital Fund, LP and related parties disclosed ownership of 8,280,000 Class A equivalent shares of Armada Acquisition Corp. II, representing 26.2% of the Class A share count used for calculation. The position consists of 7,880,000 Class B shares that convert one-for-one into Class A shares on completion of the sponsor's initial business combination and 400,000 Class A shares purchased under a Sponsor Securities Purchase Agreement for an aggregate $6.6 million purchase price paid to the original sponsor.

The filing also documents a sponsor handover completed on August 28, 2025, with management and board changes: new CEO Taryn Naidu and CFO Kyle Horton were appointed and Jack Michael Arrington was designated chairman of the board. The reporting persons agreed to voting, transfer restriction and registration rights arrangements via joinder to existing agreements and state the securities were acquired for investment purposes.

Positive

• Significant ownership stake (26.2%) gives the Reporting Persons meaningful influence over approval of the initial business combination
• Sponsor handover completed with funded purchase ($6.6 million), showing commitment and financial backing by the New Sponsor
• Management and board appointments effective at closing provide continuity and clarity on leadership following the sponsor transfer
• Joinder to existing registration rights preserves liquidity pathways for the Reporting Persons' securities

Negative

• Concentrated control in the Reporting Persons may centralize decision-making and reduce independent shareholder influence
• Transfer restrictions and voting commitments could limit immediate liquidity or ability to sell shares prior to certain events
• Potential conflicts of interest due to the Reporting Persons' role in sourcing or proposing business combinations, including affiliates

Insights

Financial Analyst

TL;DR: A ~26.2% stake and sponsor handover materially change control dynamics and could accelerate or influence the SPAC's deal strategy.

The filing discloses a significant concentrated ownership position equal to 26.2% of the stated Class A base, arising primarily from convertible Class B founder shares plus a purchased block of Class A shares. The $6.6 million Sponsor Securities Purchase Agreement and related closing transferred economic and governance rights to the Arrington group. This concentration can affect vote outcomes for any proposed initial business combination and may provide the new sponsor substantial influence over target selection and transaction approvals. The agreement to vote in favor of a business combination and the registration/transfer restrictions are customary but meaningful for timing and liquidity assumptions.

Corporate Governance Expert

TL;DR: Replacement of sponsor, management and a board majority on closing signals a clear governance shift and adds founder-aligned control.

The Schedule 13D records a formal sponsor handover that included board resignations and immediate appointments, with Mr. Arrington named chairman. The Reporting Persons joined existing letter and registration rights agreements, agreeing to vote for a business combination and accept transfer restrictions and indemnities. These steps align incentives between the new sponsor and shareholders but also centralize decision-making authority within the Arrington group. For shareholders this reduces uncertainty around sponsor support of future transactions but concentrates governance in related parties.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Armada Acquisition Corp. II

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G0R38G104

(CUSIP Number)

Taryn Naidu
382 NE 191st St, Suite 52895
Miami, FL, 33179
(786) 548-1886

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/28/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G0R38G104

1

Name of reporting person

Arrington XRP Capital Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,280,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,280,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,280,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. G0R38G104

1

Name of reporting person

Arrington Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,280,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,280,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,280,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. G0R38G104

1

Name of reporting person

Jack Michael Arrington

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,280,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,280,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,280,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Armada Acquisition Corp. II
(c)	Address of Issuer's Principal Executive Offices: 382 NE 191st St, Suite 52895, Miami, FLORIDA , 33179.
Item 2.	Identity and Background
(a)	Arrington XRP Capital Fund, LP
(b)	382 NE 191st St, Suite 52895, Miami, FL 33179
(c)	Arrington Capital Management, LLC is the general partner of Arrington XRP Capital Fund, LP, which is the New Sponsor of the Issuer pursuant to the Sponsor Securities Purchase Agreement described in Item 4 below. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC.
(d)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Arrington XRP Capital Fund, LP is a Delaware limited partnership. Arrington Capital Management, LLC is a Delaware limited liability company. Jack Michael Arrington is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The source of the funds used by Arrington XRP Capital Fund, LP in the purchase reported by this Schedule 13D was working capital. To the extent required by Item 3, the information contained in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Sponsor Handover As announced in the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 12, 2025, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor") entered into a Sponsor Securities Purchase Agreement (the "Sponsor Securities Purchase Agreement") pursuant to which, among other things, the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B Shares, 400,000 Class A Shares and 200,000 private placement warrants of the Company for an aggregate purchase price of $6,600,000. On August 28, 2025, the parties closed (the "Closing") the transactions contemplated by the Sponsor Securities Purchase Agreement. The Closing and the Management Change (as defined below) are referred to as the "Sponsor Handover." As announced in the Issuer's Form 8-K filed with the SEC on August 28, 2025, the Reporting Person entered into a joinder agreement (the "Joinder Agreement") to become a party to that certain insider letter agreement (the "Letter Agreement") and that certain registration rights agreement ("Registration Rights Agreement"), both dated May 20, 2025, among the Issuer, the Original Sponsor and certain shareholders of the Issuer. As part of the Sponsor Handover, the Issuer introduced a change in both management (the "Management Change") and the board of directors of the Issuer (the "Board) as follows: (i) effective as of the Closing, Taryn Naidu replaced Stephen P. Herbert as Chief Executive Officer and Kyle Horton replaced Douglas M. Lurio as Chief Financial Officer; (ii) effective as of the Closing, Stephen P. Herbert, Douglas M. Lurio, Mohammad A. Khan, Thomas Decker and Celso L. White tendered their resignations as directors. The Issuer designated each of Jack Michael Arrington, Taryn Naidu, Richard Danis, Lindy Key and Ronald Palmeri to fill the vacancies left by departing directors, which changes took effective as of Closing. The Issuer designated Mr. Arrington as chairman of the Board. Plans or Proposals None of the Reporting Persons has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Each Reporting Person acquired the shares reported herein for investment purposes. The Reporting Persons intends to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Issuer's ordinary shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons and their representatives may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination, or propose one or more business combinations with potential candidates, which may include candidates that are affiliates of the Reporting Persons or in which the Reporting Persons otherwise has an equity or other interest. In addition, as a member of the Board, Mr. Arrington will be involved in negotiations in connection with any prospective business combination of the Issuer, the decisions of the Board related to any such business combination, and any matters to be presented to the Issuer's shareholders in connection therewith. Mr. Arrington is expected to be involved in reviewing possible transactions involving the Issuer and identifying candidates to serve on the Board. As such, each Reporting Person may be involved in transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D. Subject to applicable rules and regulations, each Reporting Person may purchase ordinary shares of the Issuer and/or warrants in privately negotiated transactions or in the open market either prior to, in connection with or following the completion of the Issuer's initial business combination. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires the Issuer to have a minimum net worth or a certain amount of cash at the closing of the Issuer's initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the Issuer's initial business combination. Any such purchases of the Issuer's securities may result in the completion of the initial business combination that may not otherwise have been possible.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover pages of this Schedule 13D with respect to the beneficial ownership of the Reporting Person is incorporated by reference into this Item 5. As of the date of this Schedule 13D, each Reporting Person beneficially owns an aggregate of 8,280,000 Class A Shares, or 26.2% of the Issuer's outstanding Class A Shares, consisting of (i) 7,880,000 of the Issuer's Class B Shares, which are automatically convertible into the Issuer's Class A Shares at the time of the Issuer's initial business combination or earlier at the option of the holder and (ii) 400,000 of the Issuer's Class A Shares.
(b)	8,280,000 Class A Shares.
(c)	Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving the ordinary shares of the Issuer.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. The Reporting Person entered into certain agreements described in Item 4 above, including the Joinder Agreement to become party to the Letter Agreement and Registration Rights Agreement. Letter Agreement Pursuant to the Joinder Agreement, dated as of August 28, 2025, by and between the Issuer and the Reporting Person, the Reporting Person has agreed to vote in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 18 months from the closing of the Issuer's initial public offering or such later period approved by the issuer's shareholders; to certain transfer restrictions with respect to the Company's securities; and certain indemnification obligations. Registration Rights Agreement Pursuant to the Joinder Agreement, dated as August 28, 2025, by and between the Issuer and the Reporting Person, the Reporting Person has customary demand and piggy-back registration rights, and the securities held by the Reporting Person will be subject to certain transfer restrictions.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Number 99.1: Joint Filing Agreement by and among the Reporting Persons Exhibit Number 10.1: Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC and Arrington XRP Capital Fund, LP. (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on August 12, 2025). Exhibit Number 10.2: Registration Rights Agreement, dated May 20, 2025, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.6 to the Issuer's Form 8-K filed with the SEC on May 28, 2025). Exhibit Number 10.3: Letter Agreement, dated May 20, 2025, among the Company, the Sponsor and each of the initial shareholders, directors and officers of the Company (incorporated by reference to Exhibit 10.8 to the Issuers Form 8-K filed with the SEC on May 28, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Arrington XRP Capital Fund, LP

Signature:	/s/ Jack Michael Arrington
Name/Title:	Jack Michael Arrington, Managing Member, Arrington Capital Management, LLC, its general partner
Date:	09/08/2025

Arrington Capital Management, LLC

Signature:	/s/ Jack Michael Arrington
Name/Title:	Jack Michael Arrington, Managing Member
Date:	09/08/2025

Jack Michael Arrington

Signature:	/s/ Jack Michael Arrington
Name/Title:	Jack Michael Arrington
Date:	09/08/2025

FAQ

What stake in Armada Acquisition Corp. II (AACIW) do Arrington Reporting Persons now hold?

The Reporting Persons beneficially own 8,280,000 Class A equivalent shares, representing 26.2% of the Class A share count used for the calculation.

How was the ownership acquired and what was the purchase price?

The position arose from a Sponsor Securities Purchase Agreement whereby the New Sponsor purchased 7,880,000 Class B shares, 400,000 Class A shares, and 200,000 warrants for an aggregate purchase price of $6,600,000 (closing on August 28, 2025).

Did the sponsor handover include management or board changes?

Yes. Effective at closing, Taryn Naidu became CEO, Kyle Horton became CFO, several directors resigned, and Jack Michael Arrington plus four others were designated to the board, with Mr. Arrington named chairman.

Are there voting or transfer agreements associated with this filing?

Yes. The Reporting Persons joined a Letter Agreement and a Registration Rights Agreement agreeing to vote in favor of the initial business combination, accept transfer restrictions, and have customary demand and piggy-back registration rights.

Will Arrington Reporting Persons buy more securities of the issuer?

The filing states the Reporting Persons may purchase