Stephen P. Herbert - 12 Aug 2025 Form 4 Insider Report for Armada Acquisition Corp. II (AACI)

Role: CEO, Director, 10%+ Owner
Signature: /s/ Stephen P. Herbert
Issuer symbol: AACI
Transactions as of: 12 Aug 2025
Net transactions value: $0
Form type: 4
Filing time: 11 Sep 2025, 20:26:53 UTC
Previous filing: 04 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
HERBERT STEPHEN P	CEO, Director, 10%+ Owner	C/O ARMADA ACQUISITION CORP. II, 1760 MARKET STREET, SUITE 602, PHILADELPHIA	/s/ Stephen P. Herbert	11 Sep 2025	0001202182

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AACIU	Class A Ordinary Shares	Sale		-400,000	-100%		0	12 Aug 2025	Armada Sponsor II LLC	F1, F2

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		-7,880,000	-100%		0	12 Aug 2025	Class A Ordinary Shares	7,880,000		Armada Sponsor II LLC	F1, F2, F3
transaction	AACIU	Private Placement Warrants	Other		-200,000	-100%		0	12 Aug 2025	Class A Ordinary Shares	200,000		Armada Sponsor II LLC	F1, F2, F4, F5

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

Stephen P. Herbert is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents 400,000 Class A ordinary shares (the "Private Placement Shares") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the 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 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.
F3	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.
F4	Represents Private Placement Warrants included in the 400,000 Private Placement Units.
F5	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.