[SCHEDULE 13G/A] Armada Acquisition Corp. II Amended Passive Investment Disclosure
Armada Acquisition II ownership update by Tenor Capital
Armada Acquisition Corp. II has an updated ownership report from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah.
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Armada Acquisition Corp. II has an updated ownership report from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. They report beneficial ownership of 1,100,000 Class A ordinary shares, representing 4.3% of the class, based on 25,522,000 shares outstanding as of May 4, 2026. The shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah overseeing its general partner, resulting in shared voting and dispositive power over these shares. The reporting persons state they may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of any pecuniary interest.
Key Figures
Shares beneficially owned:1,100,000 Class A ordinary sharesPercent of class owned:4.3%Shares outstanding:25,522,000 Class A ordinary shares+2 more
5 metrics
Shares beneficially owned1,100,000 Class A ordinary sharesShares held by Tenor Opportunity Master Fund, Ltd. as reported by the group
Percent of class owned4.3%Beneficial ownership percentage for each reporting person in Class A shares
Shares outstanding25,522,000 Class A ordinary sharesIssued and outstanding as of May 4, 2026, per the issuer’s Form 10-Q
Shared voting power1,100,000 sharesReported shared power to vote or direct the vote for each reporting person
Shared dispositive power1,100,000 sharesReported shared power to dispose or direct disposition for each reporting person
Key Terms
beneficial ownership, shared voting and dispositive power, pecuniary interest, Section 13 of the Securities Exchange Act of 1934
4 terms
beneficial ownershipregulatory
"This report shall not be deemed an admission that the Reporting Persons are beneficial owners"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting and dispositive powerregulatory
"may be deemed to have shared voting and dispositive power with respect to the Shares"
pecuniary interestfinancial
"disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest"
Section 13 of the Securities Exchange Act of 1934regulatory
"for purposes of Section 13 of the Securities Exchange Act of 1934, as amended"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Armada Acquisition Corp. II (XRPN) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 1,100,000 Class A ordinary shares of Armada Acquisition Corp. II, representing 4.3% of the outstanding Class A shares, based on 25,522,000 shares outstanding as of May 4, 2026.
Who are the reporting persons in the Armada Acquisition Corp. II (XRPN) Schedule 13G/A?
The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. The shares are held by the Master Fund, with Tenor Capital as investment manager and Shah connected through Tenor Management GP, LLC.
Does Tenor Capital hold more than 5% of Armada Acquisition Corp. II (XRPN)?
No. Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah each report beneficial ownership of 4.3% of Armada Acquisition Corp. II’s Class A shares, which is described as ownership of 5 percent or less of the class.
How many Armada Acquisition Corp. II (XRPN) shares are outstanding according to this filing?
The ownership percentages are calculated using 25,522,000 Class A ordinary shares issued and outstanding as of May 4, 2026, as referenced from the issuer’s Form 10-Q filed on May 8, 2026.
What voting and dispositive powers are reported over Armada Acquisition Corp. II (XRPN) shares?
Each reporting person lists 0 sole voting and sole dispositive power, and 1,100,000 shares of shared voting and shared dispositive power, reflecting control relationships among the Master Fund, Tenor Capital, and Robin Shah.
Do the reporting persons fully admit beneficial ownership of Armada Acquisition Corp. II (XRPN) shares?
No. They state the relationships may cause them to be deemed beneficial owners, but each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest in them under Section 13 of the Exchange Act.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
1,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
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
1,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
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
1,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000.00
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)
4.3 %
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. - 4.3%
Tenor Opportunity Master Fund, Ltd. - 4.3%
Robin Shah - 4.3%
The Class A Ordinary Shares (the "Shares") reported herein are held 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 May 8, 2026 indicating that there are 25,522,000 Shares issued and outstanding as of May 4, 2026.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 4.3%
Tenor Opportunity Master Fund, Ltd. - 4.3%
Robin Shah - 4.3%
(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. - 1,100,000
Tenor Opportunity Master Fund, Ltd. - 1,100,000
Robin Shah - 1,100,000
(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. - 1,100,000
Tenor Opportunity Master Fund, Ltd. - 1,100,000
Robin Shah - 1,100,000
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:
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
