Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Armada Acquisition Corp. II (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G0R38G104 (CUSIP Number) |
05/22/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G0R38G104 |
| 1 | Names of Reporting Persons
Armada Sponsor II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,280,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Consists of (i) 7,880,000 Class A ordinary shares of Armada Acquisition Corp. II (the "Issuer") issuable upon conversion of 7,880,000 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-286110), as amended (the "Registration Statement") . Does not include the 200,000 Class A ordinary shares that are included in 200,000 private placement warrants which are also included in the private placement units. (2) 29.0% is calculated by using a denominator that is equal to (i) 20,000,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Registration Statement, (ii) 7,880,000 Class A ordinary shares issuable upon conversion of 7,880,000 Class B ordinary shares and (iii) (iii) 710,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
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| CUSIP No. | G0R38G104 |
| 1 | Names of Reporting Persons
Stephen P. Herbert | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,280,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (i) 7,880,000 Class A ordinary shares of the Issuer issuable upon conversion of 7,880,000 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-286110), as amended (the "Registration Statement") . Does not include the 200,000 Class A ordinary shares that are included in 200,000 private placement warrants which are also included in the private placement units. (2) 29.0% is calculated by using a denominator that is equal to (i) 20,000,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Registration Statement, (ii) 7,880,000 Class A ordinary shares issuable upon conversion of 7,880,000 Class B ordinary shares and (iii) (iii) 710,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
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| CUSIP No. | G0R38G104 |
| 1 | Names of Reporting Persons
Douglas M. Lurio | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,280,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (i) 7,880,000 Class A ordinary shares of the Issuer issuable upon conversion of 7,880,000 Class B ordinary shares of the Issuer, and (ii) 400,000 Class A ordinary shares that are included in the private placement units, in each case, as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-286110), as amended (the "Registration Statement") . Does not include the 200,000 Class A ordinary shares that are included in 200,000 private placement warrants which are also included in the private placement units. (2) 29.0% is calculated by using a denominator that is equal to (i) 20,000,000 Class A ordinary shares included in the issued and outstanding publicly held units of the Issuer, as reported in the Issuer's Registration Statement, (ii) 7,880,000 Class A ordinary shares issuable upon conversion of 7,880,000 Class B ordinary shares and (iii) (iii) 710,000 Class A ordinary shares that are included in the private placement units.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Armada Acquisition Corp. II | |
| (b) | Address of issuer's principal executive offices:
1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (1) Armada Sponsor II LLC; (2) Stephen P. Herbert (3) Douglas M. Lurio | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103. | |
| (c) | Citizenship:
(1) Armada Sponsor II LLC is Delaware limited liability company; (2) Stephen P. Herbert is a citizen of the United States. (3) Douglas M. Lurio is a citizen of the United States. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G0R38G104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. Armada II Sponsor LLC ("Sponsor") is the record holder of (i) 7,880,000 Class B ordinary shares, which are convertible into Class A ordinary shares as more fully described in the Issuer's Registration Statement and (ii) 400,000 Class A ordinary shares that are included in the private placement units. The amount reflected does not include 200,000 Class A ordinary shares that are included in 200,000 private placement warrants which are also included in the private placement units. | |
| (b) | Percent of class:
29.0 %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
8,280,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
8,280,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Whi ch Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: 99.1 Joint Filing Agreement