AACIW 13G/A Amendment: Sponsor and Directors Report No Beneficial Shares

Rhea-AI Filing Summary

Armada Acquisition Corp. II reporting persons filed an Amendment to Schedule 13G disclosing that Armada Sponsor II LLC, Stephen P. Herbert and Douglas M. Lurio beneficially own 0 shares of the issuer's Class A Ordinary Shares (CUSIP G0R38G104), representing 0% of the class. The filing lists the reporting persons' principal business address as 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103 and indicates the reporting persons are a Delaware LLC and two U.S. citizens. The cover pages show no sole or shared voting or dispositive power over any Class A shares. The amendment is executed by the signing reporting persons and references a previously filed joint filing agreement.

Insights

Securities Analyst

TL;DR: Routine amendment reporting zero beneficial ownership by sponsoring parties; no change to investor control or ownership metrics.

This Schedule 13G/A confirms that Armada Sponsor II LLC and two individual reporting persons hold 0 beneficial shares and therefore control 0% of the Class A Ordinary Shares. For investors and market participants, this is a routine disclosure often filed by sponsors or insiders when there is no ownership to report or when ownership falls below reporting thresholds. There are no voting or dispositive rights reported, and the filing does not disclose transactions, holdings, or other material changes that would affect equity ownership or governance of Armada Acquisition Corp. II.

Corporate Governance Specialist

TL;DR: Filing is a standard regulatory disclosure showing no beneficial ownership; it poses no governance or control implications.

The amendment lists the reporting persons and their citizenship and principal address and explicitly states 0 shares beneficially owned with 0% of the class. The absence of ownership, votes, or dispositive power means these reporting persons do not currently influence corporate decisions through equity. The filing references an existing joint filing agreement but provides no new governance actions or material events.

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)

G0R38G104

(CUSIP Number)

08/28/2025

(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. G0R38G104

1

Names of Reporting Persons

Armada Sponsor II LLC

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G0R38G104

1

Names of Reporting Persons

Stephen P. Herbert

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. G0R38G104

1

Names of Reporting Persons

Douglas M. Lurio

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Armada Acquisition Corp. II
(b)	Address of issuer's principal executive offices: 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (1) Armada Sponsor II LLC; (2) Stephen P. Herbert (3) Douglas M. Lurio
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103.
(c)	Citizenship: (1) Armada Sponsor II LLC is Delaware limited liability company; (2) Stephen P. Herbert is a citizen of the United States. (3) Douglas M. Lurio is a citizen of the United States.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G0R38G104
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: The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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:
	Not Applicable

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.

Armada Sponsor II LLC

Signature:	/s/ Stephen P. Herbert
Name/Title:	Stephen P. Herbert, Managing Member
Date:	09/11/2025

Stephen P. Herbert

Signature:	/s/ Stephen P. Herbert
Name/Title:	Stephen P. Herbert
Date:	09/11/2025

Douglas M. Lurio

Signature:	/s/ Douglas M. Lurio
Name/Title:	Douglas M. Lurio
Date:	09/11/2025

Comments accompanying signature: 99.1 Joint Filing Agreement (previously filed)

FAQ

Who filed the Schedule 13G/A for Armada Acquisition Corp. II (AACIW)?

The statement was filed on behalf of Armada Sponsor II LLC, Stephen P. Herbert, and Douglas M. Lurio.

How many Class A Ordinary Shares does the filing report for AACIW?

The filing reports 0 shares beneficially owned by each reporting person and an aggregate of 0% of the class.

What is the address of the reporting persons listed in the Schedule 13G/A?

The principal business address listed for the reporting persons is 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103.

Does the filing report any voting or dispositive power over AACIW shares?

No. The filing shows 0 sole voting power, 0 shared voting power, 0 sole dispositive power, and 0 shared dispositive power.

Does the Schedule 13G/A indicate any material transactions or changes in ownership for AACIW?

No. The amendment does not disclose any transactions or changes; it reports continued ownership of 0 shares.