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

Reporting relationship: CEO, Director, 10%+ Owner
Issuer ticker: AACI
Reported as of: 12 Aug 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 11 Sep 2025, 20:26:53 UTC
Prior SEC filing: 04 Jun 2025
Next SEC filing: 17 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Stephen P. Herbert

Key filing fact

Stephen P. Herbert filed Form 4 for Armada Acquisition Corp. II (AACI) on 11 Sep 2025.

Key facts

This page summarizes Stephen P. Herbert'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, 20:26.

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 0001202182 Primary reporting owner

HERBERT STEPHEN P

Relationship: CEO, Director, 10%+ Owner
Address: C/O ARMADA ACQUISITION CORP. II, 1760 MARKET STREET, SUITE 602, PHILADELPHIA
Signature: /s/ Stephen P. Herbert
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 %: -100%
Price
Shares after: 0
Date: 12 Aug 2025
Ownership: Armada Sponsor II LLC
Footnotes: F1, F2

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: Armada Sponsor II LLC
Underlying class: Class A Ordinary Shares
Underlying amount: 7,880,000
Exercise price
Footnotes: F1, F2, F3

AACIU transaction Derivative

Private Placement Warrants

Other

Transaction value
Shares: -200,000
Change %: -100%
Price
Shares after: 0
Date: 12 Aug 2025
Ownership: Armada Sponsor II LLC
Underlying class: Class A Ordinary Shares
Underlying amount: 200,000
Exercise price
Footnotes: F1, F2, F4, F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Stephen P. Herbert is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

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

Footnote 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.