Stephen P. Herbert - 22 May 2025 Form 3 Insider Report for Armada Acquisition Corp. II (AACI)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Stephen P. Herbert
Issuer symbol: AACI
Transactions as of: 22 May 2025
Net transactions value: $0
Form type: 3
Filing time: 04 Jun 2025, 20:24:19 UTC
Previous filing: 15 Aug 2024
Next filing: 11 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
HERBERT STEPHEN P	Chief Executive Officer, Director, 10%+ Owner	C/O ARMADA ACQUISITION CORP. II, 1760 MARKET STREET, SUITE 602, PHILADELPHIA	/s/ Stephen P. Herbert	03 Jun 2025	0001202182

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AACIU	Class A Ordinary Shares						400,000	22 May 2025	Armada Sponsor II LLC	F1, F2, F3

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
holding	AACIU	Class B Ordinary Shares							22 May 2025	Class A Ordinary Shares	7,880,000		Armada Sponsor II LLC	F3, F4
holding	AACIU	Private Placement Warrants							22 May 2025	Class A Ordinary Shares	200,000		Armada Sponsor II LLC	F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 400,000 Class A ordinary shares (the "Private Placement Shares") of Armada Acquisition Corp. II (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the "Sponsor"), of which (a) 50,000 of such shares will be transferred to each of the Reporting Person and the other managing member of the Sponsor, and (b) an aggregate of 350,000 of such shares will be transferred to the non-managing investors (as defined in the registration statement on Form S-1 (File No. 333-286110) (the "Registration Statement")), in each case, only upon consummation of an initial business combination.
F2	Each Private Placement Unit is comprised of one Private Placement Share and one-half of one private placement warrant of the Issuer (the "Private Placement Warrants"), each whole Private Placement Warrant will be exercisable to purchase one Private Placement Share. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants.
F3	The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F4	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.
F5	Represents Private Placement Warrants included in the 400,000 Private Placement Units.
F6	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.