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

Reporting relationship: 10%+ Owner
Issuer ticker: AACI
Reported as of: 12 Aug 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 11 Sep 2025, 19:49:18 UTC
Prior SEC filing: 04 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Stephen P. Herbert, Managing Member of Armada Sponsor II LLC

Key filing fact

Armada Sponsor II LLC filed Form 4 for Armada Acquisition Corp. II (AACI) on 11 Sep 2025.

Key facts

This page summarizes Armada Sponsor II LLC's Form 4 filing for Armada Acquisition Corp. II (AACI).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 11 Sep 2025, 19:49.

Change

Previous filing in this sequence was filed on 04 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0002044010 Primary reporting owner

Armada Sponsor II LLC

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AACIU transaction

Class A Ordinary Shares

Sale

Transaction value
Shares: -400,000
Change %: -50%
Price
Shares after: 400,000
Date: 12 Aug 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AACIU transaction Derivative

Class B Ordinary Shares

Other

Transaction value
Shares: -7,880,000
Change %: -100%
Price
Shares after: 0
Date: 12 Aug 2025
Ownership: Direct
Underlying class: Class A Ordinary Shares
Underlying amount: 7,880,000
Exercise price
Footnotes: F1, F2

AACIU transaction Derivative

Private Placement Warrants

Other

Transaction value
Shares: -200,000
Change %: -100%
Price
Shares after: 0
Date: 12 Aug 2025
Ownership: Direct
Underlying class: Class A Ordinary Shares
Underlying amount: 200,000
Exercise price
Footnotes: F1, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Armada Sponsor II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Represents Private Placement Warrants included in the 400,000 Private Placement Units.

Footnote 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.