02/20/2026 | Press release | Distributed by Public on 02/20/2026 19:27
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 8,597,917 | (3) | D | |
| Private Placement Warrants(4) | (5) | (5) | Class A Ordinary Shares | 200,000(5) | (5) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Armada Sponsor III LLC C/O ARMADA ACQUISITION CORP. III 1760 MARKET STREET, SUITE 602 PHILADELPHIA, PA 19103 |
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| /s/ Stephen P. Herbert, Managing Member of Armada Sponsor III LLC | 02/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Represents 400,000 Class A Ordinary Shares (the "Private Placement Shares") of Armada Acquisition Corp. III (the "Issuer") that are included in the 400,000 private placement units (the "Private Placement Units") of the Issuer purchased by Armada Sponsor III LLC (the "Sponsor"), which shares will be transferred to the non-managing investors (as defined in the registration statement on Form S-1 (File No. 333-291013) (the "Registration Statement")) and to the managing members of the Sponsor only upon consummation of an initial business combination. |
| (2) | Each Private Placement Unit is comprised of one Private Placement Share and one-half of one private placement warrant of the Issuer (the "Private Placement Warrants"), each whole Private Placement Warrant will be exercisable to purchase one Private Placement Share. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants. |
| (3) | The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. |
| (4) | Represents Private Placement Warrants included in the 400,000 Private Placement Units. |
| (5) | Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement. |