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 intends to focus its search on target businesses within the financial technology (FinTech), Software-as-a-Service (SaaS), and Artificial Intelligence (AI) industries, although it is not restricted to these sectors ². The global FinTech market was valued at $295 billion in 2023 and is projected to reach $1,152 billion by 2032, exhibiting a compound annual growth rate (CAGR) of 16.5% during 2024 and 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% during the projection period 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% during the forecast period ⁵.

The Company's competitive advantage is rooted in its management team's extensive operational experience and relationships across the financial technologies industries, including AI, FinTech, and SaaS ecosystems. The management team, led by CEO Stephen P. Herbert and CFO Douglas M. Lurio, has a history of building and scaling high-growth companies, value creation in C-level operating roles, and delivering operational strategies. Their collective experience spans consumer- and business-facing models, various revenue models, and constituents within the FinTech ecosystem, consumer engagement platforms, AI commercialization, and SaaS marketplaces ⁶. The Company aims to acquire established businesses that are fundamentally sound but may require financial, operational, strategic, or managerial redirection to maximize value, or earlier-stage companies with the potential for sustained high levels of revenue and earnings growth ⁷.

The core business model of Armada Acquisition Corp. III is to identify and acquire a target business through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination ⁸. The Company generates non-operating income in the form of interest and/or dividend income on investments held in its Trust Account ⁹. Revenue generation from operations is not expected until after the completion of an initial business combination ¹⁰. The Company's primary customer segments are not applicable as it is a blank check company seeking to acquire an operating business.

For the period from September 19, 2025 (inception) through December 31, 2025, the Company reported a net loss of $52,950 ¹¹, which consisted entirely of general and administrative costs ¹². As of December 31, 2025, the Company had cash of $4,347 ¹³ and a working capital deficit of $355,614 ¹⁴. Total assets were $332,011 ¹⁵, and total liabilities were $359,961 ¹⁶. The Company's shareholders' deficit was $(27,950) 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, a private placement of 672,000 private placement units at $10.00 per unit generated gross proceeds of $6,720,000 ²¹. Following these transactions, $248,500,000 of the net proceeds were placed in a U.S.-based Trust Account ²². Total transaction costs incurred were $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 ²³. Net cash used in operating activities for the period from inception through December 31, 2025, was $20,919 ²⁴. Net cash provided by financing activities was $25,266, which included proceeds from the issuance of Class B Shares of $25,000 and proceeds from a promissory note – related party of $36,000, offset by payment of deferred offering costs of $35,734 ²⁵.

During the period, the Sponsor purchased 8,852,917 Class B Shares for $25,000 ²⁶. On December 15, 2025, the Sponsor assigned 255,000 Class B Shares to the three directors as compensation, with 8,500 shares per director vesting upon IPO closing and the remaining 76,500 shares per director vesting in six equal quarterly installments over 18 months ²⁷. The fair value of these 255,000 shares was $490,306, or $1.92 per share ²⁸, with $49,031 recognized as stock-based compensation expense upon IPO closing ²⁹. Due to the partial exercise of the over-allotment option, the Sponsor forfeited 345,083 Class B Shares, resulting in the Sponsor holding 8,252,834 founder shares ³⁰. Non-managing investors indirectly purchased 275,000 private placement units, leading to the issuance of approximately 2.2 million founder shares at a nominal purchase price, with a fair value of $1.60 per share, or $3,513,866, recorded into equity as an offering cost ³¹.

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 ³². 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 ³³. Funds held outside the Trust Account are primarily designated for identifying and evaluating target businesses, conducting due diligence, and structuring and negotiating a business combination ³⁴.

The Company's growth strategy is centered on identifying and acquiring businesses within the FinTech, SaaS, and AI industries ³⁵. These target industries are characterized by rapid innovation and strong growth rates. The global FinTech market is projected to grow from $340 billion in 2024 to $1,152 billion by 2032, at a CAGR of 16.5% ³⁶. The global SaaS market is expected to grow from $318 billion in 2024 to $1,229 billion by 2032, at a CAGR of 18.4% ³⁷. The global AI market is projected to grow from $621 billion in 2024 to $2,740 billion by 2032, at a CAGR of 20.4% ³⁸. The Company seeks businesses that are fundamentally sound but may need financial, operational, strategic, or managerial redirection, or earlier-stage companies with potential for sustained high revenue growth ³⁹. Key criteria for target businesses include strong management teams, demonstrated organic growth, and differentiated products or services ⁴⁰.

Operationally, the Company expects to incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ⁴¹. The Company does not expect to generate operating revenues until after the completion of its initial business combination ⁴². Non-operating income is anticipated from interest and/or dividend income on investments held in the Trust Account ⁴³. 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 ⁴⁴.

Regarding capital allocation, the Company's Sponsor or affiliates may loan funds, up to $1,500,000, to cover working capital deficiencies or transaction costs for an initial business combination ⁴⁵. These Working Capital Loans may be convertible into private placement units of the post-business combination entity at $10.00 per unit ⁴⁶. The Company does not believe it will need to raise additional funds for operating its business, but acknowledges that if its cost estimates for identifying and negotiating a target business are insufficient, it may need additional financing, potentially through issuing additional securities or incurring debt ⁴⁷. The Company has engaged an investor relations advisor, Bishop IR, for a monthly fee of $8,500 and a success fee of $100,000, both payable only upon the closing of the initial business combination ⁴⁸.

The Company has until 18 months from the closing of the Initial Public Offering (February 19, 2026) to consummate an initial business combination ⁴⁹. 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 on deposit in the Trust Account, including interest (net of taxes payable and up to $100,000 for dissolution expenses), divided by the number of outstanding public shares ⁵⁰. The expected pro rata redemption price is approximately $10.00 per Class A Share ⁵¹. The Company's officers and directors may have conflicts of interest in evaluating business combination opportunities due to their involvement with other entities or the potential for substantial profit from founder shares even if the acquisition target declines in value ⁵².

The Company faces several material risks, primarily stemming from its nature as a blank check company with no operating history and no revenues ⁵³. There is no assurance that the Company will be able to successfully effect a business combination within the 18-month completion window from the closing of the Initial Public Offering ⁵⁴. Failure to complete a business combination within this timeframe would result in the redemption of public shares and the Company's liquidation, potentially leading to the founder shares and placement units expiring worthless ⁵⁵. The Company's ability to compete in acquiring sizable target businesses may be limited by its available financial resources, especially when contrasted with other well-established entities with similar business objectives ⁵⁶. 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 reduction of resources available for a business combination due to redemptions ⁵⁷. Furthermore, the Company's outstanding warrants and the potential future dilution they represent could also be a competitive disadvantage ⁵⁸. Conflicts of interest may arise for the Company's officers and directors due to their allocation of time to other businesses, their fiduciary or contractual obligations to other entities, or the low price paid for founder shares, which could incentivize them to complete a transaction even if it is unprofitable for public shareholders ⁵⁹.

Management's overall tone emphasizes the team's significant operational experience and extensive networks within the FinTech, SaaS, and AI industries, which they believe position the Company to identify, acquire, and manage a business that can benefit from their expertise ⁶⁰. They highlight their seasoned leadership, history of value creation, and experience in building and scaling high-growth companies as key strengths ⁶¹. The primary strategic priority is to successfully complete an initial business combination within 18 months from the closing of the Initial Public Offering ⁶². Management intends to focus on target businesses that are fundamentally sound but may require financial, operational, strategic, or managerial redirection, or earlier-stage companies with high growth potential ⁶³. They also prioritize offering benefits to a business combination partner, including access to their operational, financial, transactional, and legal expertise, increased company profile, and access to public capital markets ⁶⁴. The Company expects the pro rata redemption price for Class A Shares, if a business combination is not completed, to be approximately $10.00 per share ⁶⁵.