SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HERBERT STEPHEN P (Last) (First) (Middle) C/O ARMADA ACQUISITION CORP. II 1760 MARKET STREET, SUITE 602 (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/22/2025	3. Issuer Name and Ticker or Trading Symbol Armada Acquisition Corp. II [ AACIU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	400,000(1)(2)	I	Armada Sponsor II LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(4)	(4)	Class A Ordinary Shares	7,880,000	(4)	I	Armada Sponsor II LLC(3)
Private Placement Warrants(5)	(6)	(6)	Class A Ordinary Shares	200,000(6)	(6)	I	Armada Sponsor II LLC(3)

Explanation of Responses:

1. Represents 400,000 Class A ordinary shares (the "Private Placement Shares") of Armada Acquisition Corp. II (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the "Sponsor"), of which (a) 50,000 of such shares will be transferred to each of the Reporting Person and the other managing member of the Sponsor, and (b) an aggregate of 350,000 of such shares will be transferred to the non-managing investors (as defined in the registration statement on Form S-1 (File No. 333-286110) (the "Registration Statement")), in each case, only upon consummation of an initial business combination.

2. Each Private Placement Unit is comprised of one Private Placement Share and one-half of one private placement warrant of the Issuer (the "Private Placement Warrants"), each whole Private Placement Warrant will be exercisable to purchase one Private Placement Share. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants.

3. 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.

4. 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.

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

6. 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.

	/s/ Stephen P. Herbert	06/03/2025
	** Signature of Reporting Person	Date
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