4//SEC Filing
HERBERT STEPHEN P 4
Accession 0000950170-25-114356
CIK 0002044009other
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 8:26 PM ET
Size
11.6 KB
Accession
0000950170-25-114356
Insider Transaction Report
Form 4
HERBERT STEPHEN P
DirectorCEO10% Owner
Transactions
- Sale
Class A Ordinary Shares
2025-08-12−400,000→ 0 total(indirect: By LLC) - Other
Private Placement Warrants
2025-08-12−200,000→ 0 total(indirect: By LLC)→ Class A Ordinary Shares (200,000 underlying) - Other
Class B Ordinary Shares
2025-08-12−7,880,000→ 0 total(indirect: By LLC)→ Class A Ordinary Shares (7,880,000 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Armada Acquisition Corp. II
CIK 0002044009
Entity typeother
Related Parties
1- filerCIK 0001202182
Filing Metadata
- Form type
- 4
- Filed
- Sep 10, 8:00 PM ET
- Accepted
- Sep 11, 8:26 PM ET
- Size
- 11.6 KB