Armada Acquisition Corp. II received an updated Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting significant ownership of its Class A ordinary shares.
The reporting persons disclose beneficial ownership of 2,185,000 Class A shares, representing 9.2% of the class. The shares are held in the form of units by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah in a controlling role over its general partner.
They report no sole voting or dispositive power, but shared voting and dispositive power over the same 2,185,000 shares. The ownership percentage is calculated using 23,710,000 shares outstanding as of December 31, 2025, as stated in the issuer’s 10-Q. The filing stresses that the securities are not held to change or influence control of the company and includes standard disclaimers that each reporting person only admits beneficial ownership to the extent of their pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Armada Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0R38G120
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G0R38G120
1
Names of Reporting Persons
Tenor Capital Management Company, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G0R38G120
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,185,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G0R38G120
1
Names of Reporting Persons
Robin Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,185,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Armada Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
382 NE 191st Street , Suite 52895
Miami, Florida 33179
Item 2.
(a)
Name of person filing:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G0R38G120
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Tenor Capital Management Company, L.P. - 9.2%
Tenor Opportunity Master Fund, Ltd. - 9.2%
Robin Shah - 9.2%
The Class A Ordinary Shares (the "Shares") reported herein are held in the form of Units by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on February 13, 2026 indicating that there are 23,710,000 Shares issued and outstanding as of December 31, 2025.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 9.2%
Tenor Opportunity Master Fund, Ltd. - 9.2%
Robin Shah - 9.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 2,185,000
Tenor Opportunity Master Fund, Ltd. - 2,185,000
Robin Shah - 2,185,000
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 2,185,000
Tenor Opportunity Master Fund, Ltd. - 2,185,000
Robin Shah - 2,185,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Who is the major shareholder disclosed for XRPN (Armada Acquisition Corp. II)?
The filing identifies Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah as significant holders. Together they report beneficial ownership of 2,185,000 Class A ordinary shares, held through the master fund structure and managed by Tenor Capital.
How many Armada Acquisition Corp. II (XRPN) shares does Tenor report owning?
Tenor-related entities report beneficial ownership of 2,185,000 Class A ordinary shares. This entire amount is held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and shared voting and dispositive power reported among the three reporting persons.
What percentage of Armada Acquisition Corp. II’s Class A shares does Tenor own?
The reporting persons state they beneficially own 9.2% of Armada Acquisition Corp. II’s Class A ordinary shares. This percentage is calculated using 23,710,000 shares issued and outstanding as of December 31, 2025, as disclosed in the issuer’s February 13, 2026 Form 10-Q.
Does Tenor seek control of Armada Acquisition Corp. II (XRPN) with this stake?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of Armada Acquisition Corp. II. It also notes they are not held in connection with any transaction aimed at that purpose, except for limited nomination-related activities.
Who has voting and dispositive power over the XRPN shares reported?
The filing shows no sole voting or dispositive power for any reporting person. Tenor Capital, Tenor Opportunity Master Fund, Ltd., and Robin Shah each report shared voting and shared dispositive power over 2,185,000 Class A shares held by the master fund entity.
How is beneficial ownership of XRPN structured among the Tenor entities and Robin Shah?
The shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah managing Tenor Management GP, LLC, the general partner of Tenor Capital. Each party may be deemed to share voting and dispositive power but disclaims beneficial ownership beyond pecuniary interest.
