Armada Acquisition Corp. III 8-K

What Happened
Armada Acquisition Corp. III announced the closing of its initial public offering (IPO). The company’s Form S‑1 was declared effective on February 17, 2026, and the IPO closed on February 19, 2026. Armada sold 24,850,000 units at $10.00 per unit (including a 2,350,000‑unit partial over‑allotment) for gross proceeds of $248,500,000 (before underwriting discounts/expenses). Each unit includes one Class A ordinary share and one‑half of a redeemable public warrant (each whole warrant exercisable for one Class A share at $11.50, subject to adjustment). Proceeds (including the private placement) were placed in a U.S. trust account held by Continental Stock Transfer & Trust Company.

Key Details

• IPO effective: February 17, 2026; Closing Date: February 19, 2026. Gross proceeds from Units: $248,500,000.
• Private Placement: 672,000 units sold at $10.00 each for $6,720,000 total — Sponsor bought 400,000 units ($4,000,000), Cohen & Company bought 176,800 ($1,768,000), Northland bought 95,200 ($952,000).
• Board changes: Mohammad A. Kahn, Thomas A. Decker, and Celso L. White appointed independent directors (effective Feb 19, 2026); each received 85,000 Class B shares from the Sponsor (8,500 vested at closing; remaining 76,500 vest in six quarterly installments over 18 months; all unvested shares vest upon an initial business combination).
• Trust account: $248.5M placed in trust; funds generally unavailable until the company completes an initial business combination or redeems public shares if no deal within 18 months (subject to limited exceptions for taxes and up to $100,000 for dissolution expenses).

Why It Matters
This filing confirms Armada III is now a public blank‑check (SPAC) vehicle with substantial capital in trust to pursue an initial business combination. The raised funds and private placement give the sponsor and underwriters positions aligned with the SPAC structure, while the new independent directors and share vesting terms establish initial governance and incentive arrangements. For retail investors, the trust funding and 18‑month timeline are key: public investors’ shares remain redeemable if no qualifying business combination occurs within that period, and the company cannot access IPO proceeds except under limited conditions.