Armada Acquisition Corp. II

Armada Acquisition Corp. III (the "Company") is a newly organized blank check company, or special purpose acquisition company (SPAC), incorporated in the Cayman Islands on September 19, 2025, with the primary purpose of effecting a business combination with one or more businesses ¹. The Company's efforts to identify a prospective target business are not limited to a particular industry or geographic region, but it intends to focus on target businesses within the financial technology (FinTech), Software-as-a-Service (SaaS), or Artificial Intelligence (AI) industries ². The global FinTech market was valued at $295 billion in 2023 and is projected to reach $1,152 billion by 2032, exhibiting a CAGR of 16.5% during 2024-2032 ³. The global SaaS market size was valued at $274 billion in 2023 and is projected to grow from $318 billion in 2024 to $1,229 billion by 2032, exhibiting a CAGR of 18.4% ⁴. The global AI market size was valued at $515 billion in 2023 and is projected to grow from $621 billion in 2024 to $2,740 billion by 2032, growing at a CAGR of 20.4% ⁵.

The Company's core business model is to identify and acquire an established or early-stage business that is fundamentally sound but may require financial, operational, strategic, or managerial redirection to maximize value, or exhibits the potential for sustained high levels of revenue and earnings growth ⁶. The Company intends to utilize cash from the proceeds of its Initial Public Offering (IPO) and private placement units, as well as its equity, debt, or a combination thereof, to effectuate a business combination ⁷. The Company will not generate any operating revenues until after the completion of its initial business combination, but expects to generate non-operating income from interest and/or dividend income on investments held in the Trust Account ⁸.

For the period from September 19, 2025 (inception) through December 31, 2025, the Company reported a net loss of $52,950 ⁹, which consisted entirely of general and administrative costs ¹⁰. The basic and diluted net loss per Class B ordinary share was $(0.01) ¹¹. As of December 31, 2025, the Company had cash of $4,347 ¹² and a working capital deficit of $355,614 ¹³. Total assets were $332,011 ¹⁴, and total liabilities were $359,961 ¹⁵. The Company had 8,852,917 Class B ordinary shares issued and outstanding ¹⁶.

Subsequent to the reporting period, on February 19, 2026, the Company completed its Initial Public Offering of 24,850,000 units at $10.00 per unit, generating gross proceeds of $248,500,000 ¹⁷. Simultaneously, it completed a private placement of 672,000 private placement units at $10.00 per unit, generating gross proceeds of $6,720,000 ¹⁸. Following these transactions, a total of $248,500,000 was placed in a U.S.-based Trust Account ¹⁹. The Company incurred total transaction costs of $15,546,740, comprising $4,970,000 in cash underwriting fees, $9,940,000 in deferred underwriting fees, and $636,740 in other offering costs ²⁰. Net cash used in operating activities for the period from inception through December 31, 2025, was $20,919 ²¹, while net cash provided by financing activities was $25,266 ²².

The Company's management team, led by CEO Stephen P. Herbert and CFO Douglas M. Lurio, possesses significant operational experience in the financial technologies industry, particularly within the AI, FinTech, and SaaS ecosystem ²³. They aim to leverage their experience in identifying and capitalizing on technological trends, building and scaling high-growth companies, and their networks to consummate a business combination and drive operational improvements ²⁴. The Company seeks target businesses with strong management teams, demonstrated organic growth, and differentiated products or services ²⁵.

The Company intends to use substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its initial business combination ²⁶. If share capital or debt is used as consideration, the remaining Trust Account proceeds will serve as working capital for the target business's operations, future acquisitions, and growth strategies ²⁷. Funds held outside the Trust Account will primarily be used to identify and evaluate target businesses, conduct due diligence, and structure and negotiate a business combination ²⁸.

The Company's primary growth strategy revolves around identifying and acquiring a target business within the FinTech, SaaS, or AI industries ²⁹. These industries are characterized by rapid innovation and strong growth, with FinTech revenues expected to grow almost three times faster than traditional banking between 2023 and 2028 ³⁰. The global FinTech market is projected to reach $1,152 billion by 2032, growing at a CAGR of 16.5% during 2024-2032 ³¹. The SaaS market is projected to grow from $318 billion in 2024 to $1,229 billion by 2032, exhibiting a CAGR of 18.4% ³², driven by cost-effectiveness, scalability, and integration with other tools ³³. The AI market is projected to grow from $621 billion in 2024 to $2,740 billion by 2032, at a CAGR of 20.4% ³⁴, fueled by improvements in computing power and data accessibility ³⁵. The Company believes its management's experience in these sectors provides a unique capability to generate shareholder returns ³⁶.

Operationally, the Company expects to incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to identifying a target ³⁷. The Company has an agreement to pay its Sponsor $19,000 per month for office space, administrative, and support services, which will cease upon the completion of the initial business combination or liquidation ³⁸. The underwriters are entitled to a deferred underwriting commission of $9,940,000, payable upon the completion of an initial business combination ³⁹. The Company has also entered into a financial advisory services agreement with a consultant, entitling them to a cash transaction fee equal to 2.0% of the aggregate consideration of a business combination they introduce, plus reimbursement of up to $50,000 in out-of-pocket expenses ⁴⁰. An investor relations advisor, Bishop IR, will receive a monthly fee of $8,500 and a success fee of $100,000 upon the closing of an initial business combination, plus reimbursement of expenses up to $300 ⁴¹.

For capital allocation, the Company's Sponsor or affiliates may loan funds up to $1,500,000 to cover working capital deficiencies or transaction costs, which may be convertible into private placement units at $10.00 per unit ⁴². The Company does not anticipate needing to raise additional funds for its operating business, but acknowledges that if its cost estimates for identifying and negotiating a business combination are too low, it may have insufficient funds ⁴³. Additional financing may be sought if needed to complete a business combination or due to significant public share redemptions ⁴⁴. The Company has not paid any cash dividends to date and does not intend to prior to completing its initial business combination ⁴⁵. Future dividend payments will depend on revenues, earnings, capital requirements, and financial condition post-business combination, and are at the discretion of the Board ⁴⁶.

The Company has until 18 months from the closing of the Initial Public Offering to consummate an initial business combination ⁴⁷. If it fails to do so, it will redeem 100% of the outstanding public shares at a per-share price equal to the aggregate amount then in the Trust Account (including interest, net of taxes and up to $100,000 for dissolution expenses), and then liquidate and dissolve ⁴⁸. The pro rata redemption price is expected to be approximately $10.00 per Class A Share ⁴⁹.

The Company faces several material risks, primarily stemming from its nature as a blank check company with no operating history and no revenues ⁵⁰. A significant risk is the inability to complete an initial business combination within the 18-month completion window from the closing of the Initial Public Offering ⁵¹. If a business combination is not completed within this timeframe, the Company will redeem all outstanding public shares and liquidate, which would result in the founder shares and private placement units expiring worthless, except for liquidating distributions from assets outside the Trust Account ⁵². This creates a potential conflict of interest for management, as they could make a substantial profit even if an acquisition target declines in value for public shareholders ⁵³. The Company may encounter intense competition from other entities, including other blank check companies, in identifying and acquiring a target business ⁵⁴. Its relatively limited financial resources compared to many competitors, the obligation to seek shareholder approval or conduct a tender offer which may delay transactions, and the potential dilution from outstanding warrants, could place it at a competitive disadvantage ⁵⁵. Furthermore, officers and directors may have conflicts of interest due to fiduciary or contractual obligations to other entities, requiring them to present business opportunities to those entities first ⁵⁶. There is also a risk that the Company may need to obtain additional financing to complete a business combination or if a significant number of public shares are redeemed, potentially leading to the issuance of additional securities or incurring debt ⁵⁷.

The overall tone of management's message emphasizes their extensive operational, strategic, managerial, and transaction experience, particularly within the FinTech, SaaS, and AI industries, as a key competitive advantage in identifying and acquiring a suitable target business. They highlight their track record of value creation in C-level operating roles in public companies and their differentiated networks as crucial for consummating a business combination and driving post-acquisition operational improvements ⁵⁸. Management's strategic priorities for the period ahead are centered on identifying and acquiring a fundamentally sound business that is at an inflection point, can benefit from being a publicly traded company, and offers attractive risk-adjusted returns for shareholders ⁵⁹. They intend to target businesses with strong management teams, demonstrated organic growth, and differentiated products or services ⁶⁰. Management also explicitly states that the Company has until 18 months from the closing of the Initial Public Offering to consummate an initial business combination ⁶¹. If unable to do so, the Company will redeem 100% of the outstanding public shares at a per-share price of approximately $10.00 ⁶², and then liquidate ⁶³.