Armada Acquisition Corp. II

Armada Acquisition Corp. III 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 has not yet identified a specific target for its initial business combination. While it is not restricted to a particular industry or geographic region, the company intends to focus on target businesses within the financial technology (FinTech), Software-as-a-Service (SaaS), and 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 business or an earlier-stage company with high growth potential, leveraging its management team's operational, strategic, managerial, and transaction experience, as well as their networks in the FinTech, SaaS, and AI ecosystems ⁶. The company generates non-operating income from interest and/or dividend income on investments held in its Trust Account ⁷. Revenue generation from operations is not expected until after the completion of an initial business combination ⁸.

For the period from September 19, 2025 (inception) through December 31, 2025, Armada Acquisition Corp. III reported a net loss of $52,950 ⁹, which consisted entirely of general and administrative costs ¹⁰. The company had cash of $4,347 ¹¹ and a working capital deficit of $355,614 ¹² as of December 31, 2025. Net cash used in operating activities for the period was $20,919 ¹³. Net cash provided by financing activities was $25,266 ¹⁴, which included proceeds from the issuance of Class B Shares of $25,000 ¹⁵ and proceeds from a promissory note – related party of $36,000 ¹⁶, offset by payment of deferred offering costs of $35,734 ¹⁷. Basic and diluted net loss per Class B ordinary share was $(0.01) ¹⁸, based on weighted average shares outstanding of 7,716,667 ¹⁹.

Subsequent to the reporting period, on February 19, 2026, the company completed its Initial Public Offering (IPO) of 24,850,000 units at $10.00 per unit, generating gross proceeds of $248,500,000 ²⁰. Simultaneously, it completed a private placement of 672,000 private placement units at $10.00 per unit, generating gross proceeds of $6,720,000 ²¹. Following these transactions, a total of $248,500,000 ²² was placed in a U.S.-based Trust Account. Total transaction costs incurred were $15,546,740 ²³, comprising $4,970,000 of cash underwriting fees ²⁴, $9,940,000 of deferred underwriting fees ²⁵, and $636,740 of other offering costs ²⁶. The company also entered into an agreement to pay its Sponsor $19,000 per month for office space, administrative, and support services, commencing February 17, 2026 ²⁷.

Armada Acquisition Corp. III 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 ²⁸. If share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be utilized as working capital for the target business's operations, other acquisitions, and growth strategies ²⁹. Funds held outside the Trust Account are primarily designated for identifying and evaluating target businesses, performing due diligence, and structuring and negotiating a business combination ³⁰.

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 ecosystems ³¹. This experience includes identifying and capitalizing on technological and secular trends, building and scaling high-growth companies, and value creation in C-level operating roles ³². The management team's extensive relationships and operating experience are expected to facilitate a business combination and drive operational improvements and potential additional acquisitions post-close ³³.

The company has identified FinTech, SaaS, and AI as the most promising target industries for acquisitions due to their strong growth and strategic alignment ³⁴. The FinTech industry is projected to grow at a CAGR of 16.5% from 2024 to 2032 ³⁵, the SaaS market at an 18.4% CAGR during the same period ³⁶, and the AI market at a 20.4% CAGR ³⁷. The company seeks established businesses that are fundamentally sound but may need financial, operational, strategic, or managerial redirection, or earlier-stage companies with the potential for sustained high levels of revenue and earnings growth ³⁸.

To fund working capital deficiencies or transaction costs for an initial business combination, the Sponsor or its affiliates or certain officers and directors may loan funds, up to $1,500,000 ³⁹, which may be convertible into private placement units of the post-business combination entity at $10.00 per unit ⁴⁰. 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 target are insufficient, it may need additional financing through securities issuance or debt ⁴¹.

The company faces several material risks, primarily stemming from its nature as a blank check company with no operating history or revenues ⁴². A significant risk is the inability to complete an initial business combination within the 18-month completion window from the closing of the IPO ⁴³, which would lead to the redemption of public shares and liquidation ⁴⁴. There is no assurance that the company will successfully identify or effect a business combination ⁴⁵. The company may encounter intense competition from other entities with similar business objectives, including other blank check companies, many of which possess greater technical, human, and financial resources ⁴⁶. The company's ability to compete for sizable target businesses may be limited by its available financial resources ⁴⁷. Potential target businesses may view unfavorably the company's obligation to seek shareholder approval or engage in a tender offer, which could delay a transaction, or the potential future dilution from outstanding warrants ⁴⁸. Conflicts of interest may arise for the Sponsor, officers, and directors due to their ownership of founder shares and private placement units, creating an incentive to complete a transaction even if the target subsequently declines in value ⁴⁹. Additionally, officers and directors may have fiduciary or contractual obligations to other entities, requiring them to present acquisition opportunities to those entities before presenting them to the company ⁵⁰.

The management team emphasizes their extensive operational, strategic, managerial, and transaction experience, particularly in the FinTech, SaaS, and AI industries, as a key competitive advantage in identifying and acquiring a suitable business ⁵¹. They highlight their track record of value creation in C-level operating roles in public companies and their ability to build and scale high-growth companies ⁵². The company's strategic priorities include focusing on the FinTech, SaaS, and AI industries for acquisition targets, seeking businesses that are fundamentally sound but may need redirection or earlier-stage companies with high growth potential, and leveraging their networks to access a broad spectrum of opportunities ⁵³. Management explicitly states that the past performance of their team or affiliates, including with Armada Acquisition Corp. I and II, is not a guarantee of success for any business combination the company may consummate ⁵⁴. The company has not paid any cash dividends to date and does not intend to prior to the completion of its initial business combination ⁵⁵.