Sec Form 3/A Filing - Arrington XRP Capital Fund, LP @ Armada Acquisition Corp. II - 2025-08-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Arrington XRP Capital Fund, LP
2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [ AACIU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARRINGTON XRP CAPITAL FUND, LP, 382 NE 191ST ST., SUITE 52895
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2025
(Street)
MIAMI, FL33179-3899
4. If Amendment, Date Original Filed (MM/DD/YY)
09/08/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 400,000 D ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 11.5 ( 2 ) ( 2 ) Class A Ordinary Shares 200,000 D ( 3 )
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 7,880,000 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arrington XRP Capital Fund, LP
C/O ARRINGTON XRP CAPITAL FUND, LP
382 NE 191ST ST., SUITE 52895
MIAMI, FL33179-3899
X
Arrington Capital Management, LLC
C/O ARRINGTON XRP CAPITAL FUND, LP
382 NE 191ST ST., SUITE 52895
MIAMI, FL33179-3899
X
Signatures
Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner 09/19/2025
Signature of Reporting Person Date
Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member 09/19/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's registration statement on Form S-1 (File No. 333-286110), the Class B ordinary shares, par value $0.0001, will convert at the option of the holder, or automatically convert, into Class A ordinary shares, par value $0.0001, of the Issuer at the time of the Issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )Each warrant will become exercisable on the later of 12 months from the closing of the Issuer's initial public offering and the consummation of the Issuer's initial business combination. Each warrant will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
( 3 )This Form 3 is being filed by Arrington XRP Capital Fund, LP (the "Sponsor"). The Sponsor is controlled by Arrington Capital Management, LLC ("Arrington GP"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Arrington GP. Arrington GP under this Form 3 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

Remarks:
This Form 3 amendment is being filed to amend and restate in its entirety the original Form 3 filed on September 8, 2025 to add Arrington Capital Management, LLC as a reporting person with respect to the Class A ordinary shares, Class B ordinary shares and warrants for Class A ordinary shares reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.