Welcome to our dedicated page for ARMADA ACQUISITION III SEC filings (Ticker: AACI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Armada Acquisition Corp. III (AACI) filings document the company's blank-check issuer structure and the formal records used by a SPAC before a business combination. Disclosures cover 8-K material events, material agreements, shareholder voting matters, governance, and capital-structure information for units, Class A ordinary shares, warrants, sponsor securities, and related security-structure matters.
The filing record also describes operating and financial information, Regulation FD disclosures, and SPAC transaction categories without moving the issuer away from its blank-check corporate status. These documents record shareholder-approval mechanics, public-security terms, sponsor-related changes, and other governance matters.
Armada Acquisition Corp. III reports a Schedule 13G showing Aristeia Capital, L.L.C. beneficially owns 1,656,632 units, representing 6.49% of the class. The filing states this percentage was calculated using 25,522,000 shares outstanding as of May 4, 2026.
The filing lists sole voting and dispositive power over 1,656,632 shares held within the units and is signed by Andrew B. David as Chief Operating Officer of Aristeia Capital, L.L.C.
Armada Acquisition Corp. III reports that the Reporting Persons collectively beneficially own 8,652,834 Class A ordinary shares, representing 25.4% of the Class A ordinary shares on the basis described in the filing. The position consists principally of 8,252,834 Class A shares issuable on conversion of Class B shares plus 400,000 Class A shares included in private placement units.
The filing states the 25.4% calculation uses a denominator that includes 24,850,000 Class A ordinary shares reported as issued and outstanding in the Annual Report, the 8,252,834 convertible shares and 672,000 Class A ordinary shares included in private placement units. The filing excludes 200,000 Class A shares issuable upon exercise of private placement warrants.
Armada Acquisition Corp. III reported a 13G filing showing Adage-related parties beneficially own 2,025,000 shares of Class A ordinary shares. The filing states this equals 7.93% of the class, calculated using 25,522,000 Class A Ordinary Shares outstanding as of March 20, 2026. The statement is filed by Adage Capital Management, L.P., Robert Atchinson and Phillip Gross as reporting persons and describes shared voting and shared dispositive power over the reported shares.
Armada Acquisition Corp. III reported its first quarter as a public SPAC for the period ended March 31, 2026. The company generated net income of $423,410, driven mainly by interest income of $796,894 on cash and U.S. Treasury securities held in its Trust Account.
General and administrative costs were $290,949 and share-based compensation was $82,535. As of March 31, 2026, Armada held $249,296,894 in its Trust Account and $903,352 in cash outside the Trust Account, with working capital of $703,605, to fund the search for a Business Combination within its 18‑month completion window.
Armada Acquisition Corp. II furnished an update that Evernorth Holdings Inc. confidentially submitted a draft registration statement on Form S-4 to the SEC, a step toward their proposed business combination. The submission is tied to a plan to take Evernorth public through Armada II.
The press release notes the transaction is expected to close in Q1 2026, subject to customary conditions and Armada II shareholder approval. It also references recent news that the resulting company has raised over $1 billion in gross proceeds to build an institutional XRP treasury. Shares and warrants of Armada II trade on Nasdaq under XRPN, XRPNW, and XRPN units. The filing reiterates standard disclaimers, emphasizes that the information is furnished under Regulation FD, and highlights forthcoming S-4/proxy materials for shareholder voting.
Armada Acquisition Corp. II (AACI) reported that Evernorth Holdings Inc. (“Pubco”) has confidentially submitted a draft registration statement on Form S-4 to the SEC. The Form S-4 will include a preliminary proxy statement for AACI and a prospectus for Pubco in connection with a proposed business combination and related private placement transactions.
The disclosure was furnished under Item 7.01 and is not deemed filed. The companies plan to mail a definitive proxy statement/prospectus to AACI shareholders as of a record date to be established. The filing reiterates that no offer or sale of securities is being made by this notice and that the SEC has not approved or disapproved the transactions. AACI’s listed securities include units (XRPNU), Class A shares (XRPN), and warrants (XRPNW) exercisable for one Class A share at an exercise price of $11.50 per share.
Armada Acquisition Corp. II and Evernorth set the Signing XRP Price at $2.36609, calculated from the CME CF XRP-Dollar Reference Rate on the day before the Business Combination Agreement was signed. Separately, Evernorth purchased 84,365,876.3625 XRP at an average price of $2.53657058 per XRP using proceeds from advance funding subscriptions.
The transaction framework includes multiple XRP- and cash-based subscriptions: investors committed $214.05 million in cash and 600,000 XRP via advance funding agreements; Arrington XRP Capital Fund agreed to contribute 211,319,096.061435 XRP for Pubco equity; an affiliate of Ripple agreed to contribute 50,000,000 XRP; and Ripple will contribute 126,791,458 XRP to the Company in exchange for units that convert into Pubco Class A shares at closing. The press release notes Evernorth’s total XRP purchased and committed is now over 473,276,430 XRP. These steps are tied to the proposed Business Combination and related private placements, with solicitation materials to be filed on Form S-4.
Armada Acquisition Corp. II (AACI) reported updates tied to its proposed business combination with Evernorth Holdings Inc. Pubco, the post-combination entity, set the Signing XRP Price at $2.36609, calculated using the CME CF XRPUSD_NY benchmark as of the day before signing.
Separately, Pubco purchased 84,365,876.3625 XRP using cash from previously arranged Advance Funding Subscription Agreements at an average price of $2.53657058 per XRP. Earlier agreements include $214.05 million in cash and 600,000 XRP under Advance Funding, a Series C contribution of 211,319,096.061435 XRP from Arrington XRP Capital Fund, a Ripple affiliate’s contribution of 50,000,000 XRP, and a Ripple contribution agreement of 126,791,458 XRP for Company Units exchangeable into Pubco Class A shares at closing. SPAC and Pubco plan to file a Form S-4 with a proxy/prospectus for shareholder approval.
Armada Acquisition Corp. II announced that its Nasdaq tickers will change from AACI/AACIU/AACIW to XRPN/XRPNU/XRPNW. The company also outlined next steps for its proposed business combination, stating that SPAC and Pubco intend to file a Form S-4 that will include a proxy statement/prospectus for shareholders to vote on the transaction.
The communication emphasizes that no securities are being offered by this notice and that any future sales would require registration or a valid exemption. It also notes that forward‑looking statements involve risks, including potential delays, shareholder approvals, listing standards, market conditions for digital assets such as XRP, and redemption levels. Once available, the S-4 and proxy materials will be accessible on the SEC’s website and from the parties upon request.
Armada Acquisition Corp. II announced that its Nasdaq tickers will change to XRPN (shares), XRPNU (units) and XRPNW (warrants) at the open on October 30, 2025. The change is tied to a previously announced Business Combination Agreement involving Pathfinder Digital Assets LLC and Evernorth Holdings Inc.
The company said completion of the business combination remains subject to shareholder approval and other customary closing conditions, with closing expected in the first quarter of 2026. In an accompanying press release, Armada II highlighted a strategy centered on XRP and stated the new company has raised over $1 billion in gross proceeds to fund open‑market XRP purchases. Standard cautionary and forward‑looking statements emphasize risks including approvals, listing standards, redemptions, and digital asset market volatility.