Armada Acquisition Corp. III 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Units, Class A Shares and Public Warrants are each traded on the Nasdaq under the symbol “AACIU,” “AACI” and “AACIW,” respectively. Holders At March 20, 2026, there were 25,522,000 of our units issued and outstanding by 4 shareholders of record. Assuming all units have been separated into ordinary shares and rights, at March 20, 2026, there were 8,507,834 ordinary shares issued and outstanding and there were 12,425,000 Public Warrants issued and outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board at such time. In addition, our Board is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None. Use of Proceeds On February 19, 2026 we consummated the Initial Public Offering of 24,850,000 Units, which included 2,350,000 Units pursuant to the partial exercise of the underwriter’s over-allotment option. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $248,500,000. Cohen acted as lead book runner and Northland acted as joint book-runner for the Initial Public Offering. The securities in the offering were registered under the Securities Act on Form S-1 (File Nos. 333-291013). The registration statement became effective on February 17, 2026. On February 19, 2026, simultaneously with the consummation of the Initial Public Offering, the Company completed the Private Placement of an aggregate of 672,000 private placement units to our Sponsor, Cohen and Northland at a purchase price of $10.00 per private placement unit, generating gross proceeds to the Company of $6,720,000. In connection with the Initial Public Offering, we incurred offering costs of approximately $15.5 million (which consisted of $4,970,000 of a cash underwriting fee, $9,940,000 of deferred underwriting fees, and approximately $638,000 of other offering costs). After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the Initial Public Offering expenses, $248,500,000 of the net proceeds from our Initial Public Offering and the sale of the private placement units was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the private placement units are held in the Trust Account and invested as described elsewhere in this Annual Report. There has been no material change in the planned use of the proceeds from the Initial Public Offering and the sale of private placement units as is described in our the final prospectus, dated February 17, 2026 related to the Initial Public Offering. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED.] Not applicable. 14