Armada Sponsor II LLC - 12 Aug 2025 Form 4 Insider Report for Armada Acquisition Corp. II (AACIU)

Role
10%+ Owner
Signature
/s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC
Issuer symbol
AACIU
Transactions as of
12 Aug 2025
Transactions value $
$0
Form type
4
Filing time
11 Sep 2025, 19:49:18
Previous filing
04 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Armada Sponsor II LLC 10%+ Owner C/O ARMADA ACQUISITION CORP. II, 1760 MARKET STREET, SUITE 602, PHILADELPHIA /s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC 11 Sep 2025 0002044010

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AACIU Class A Ordinary Shares Sale -400K -50% 400K 12 Aug 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AACIU Class B Ordinary Shares Other -7.88M -100% 0 12 Aug 2025 Class A Ordinary Shares 7.88M Direct F1, F2
transaction AACIU Private Placement Warrants Other -200K -100% 0 12 Aug 2025 Class A Ordinary Shares 200K Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Armada Sponsor II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000.
F2 The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary 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.
F3 Represents Private Placement Warrants included in the 400,000 Private Placement Units.
F4 Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement.