Armada SPAC Shifts Control, Eyes Ripple-Backed FinTech Merger

TL;DR

**Armada's new sponsor is fast-tracking a merger with Ripple and Pathfinder, making this SPAC a high-stakes bet on FinTech and AI.**

AI Summary

Armada Acquisition Corp. II (XRPNU), a blank check company, reported no operating history or revenues for the fiscal year ended September 30, 2025, as its primary activity has been identifying a suitable business combination. The company completed its Initial Public Offering on May 22, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units. Simultaneously, a private placement generated an additional $7,100,000 from 710,000 private placement units. As of September 30, 2025, the Trust Account held approximately $234.6 million, including a $4,600,000 underwriter's deferred discount. A significant change occurred on August 28, 2025, when Arrington XRP Capital Fund, LP (the New Sponsor) acquired 7,880,000 Class B Shares, 400,000 Class A Shares, and 200,000 Private Warrants for $6,600,000, gaining control of the board. On October 19, 2025, Armada entered into a Business Combination Agreement with PubCo, Armada Merger Sub, Pathfinder, Pathfinder Merger Sub, and Ripple, aiming to make PubCo a publicly traded company with new Class A and Class B common stock structures.

Why It Matters

This filing reveals Armada Acquisition Corp. II's strategic pivot with a new sponsor, Arrington XRP Capital Fund, LP, taking control and immediately orchestrating a complex business combination involving Ripple Labs Inc. and Pathfinder Digital Assets LLC. For investors, this signals a clear path to a de-SPAC transaction, potentially bringing a FinTech and AI-focused entity to the public market. The involvement of Ripple, a major player in the crypto and blockchain space, could attract significant investor interest and reshape competitive dynamics in the digital asset and financial technology sectors. Employees and customers of the target companies could see new growth opportunities and expanded services under the PubCo umbrella, while the broader market will watch how this new entity performs against established FinTech competitors.

Risk Assessment

Risk Level: high — The company is a blank check company with no operating history or revenues, as explicitly stated in the filing. Its success hinges entirely on completing an initial business combination, which is subject to numerous risks, including the ability to obtain additional financing and the performance of the prospective target business. The filing lists over 20 specific risks related to the business combination and the target industries (FinTech, SaaS, AI), indicating significant uncertainty.

Analyst Insight

Investors should closely monitor the progress of the Business Combination Agreement, particularly the shareholder vote and regulatory approvals. Given the high-risk nature of SPACs and the specific risks outlined, a deep dive into the financials and business models of Pathfinder and Ripple will be crucial before making any investment decisions.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$234,600,000

revenue Growth

N/A

Key Numbers

• $230,000,000 — Gross proceeds from Initial Public Offering (Completed on May 22, 2025, from 23,000,000 units)
• $7,100,000 — Gross proceeds from Private Placement (From 710,000 private placement units)
• $234,600,000 — Trust Account balance (As of September 30, 2025, including deferred discount)
• $4,600,000 — Underwriter's deferred discount (Included in Trust Account balance)
• $6,600,000 — Purchase price for New Sponsor acquisition (Paid by New Sponsor for Class B and Class A Shares and Private Warrants)
• 7,880,000 — Class B Shares acquired by New Sponsor (Represents 100% of Class B Shares)
• 23,710,000 — Class A Ordinary Shares outstanding (As of December 1, 2025)
• 18 months — Combination Period duration (From May 22, 2025, to complete initial business combination)

Key Players & Entities

• Armada Acquisition Corp. II (company) — registrant
• Arrington XRP Capital Fund, LP (company) — New Sponsor, acquired control
• Ripple Labs Inc. (company) — party to Business Combination Agreement
• Pathfinder Digital Assets LLC (company) — party to Business Combination Agreement
• PubCo (company) — Evernorth Holdings Inc., post-merger public company
• Nasdaq Stock Market LLC (regulator) — exchange where securities are registered
• SEC (regulator) — Securities and Exchange Commission
• Armada Sponsor II, LLC (company) — Original Sponsor
• Armada Merger Sub (company) — wholly owned subsidiary of PubCo
• Pathfinder Merger Sub (company) — wholly owned subsidiary of PubCo

FAQ

Risk Factors

• Lack of Operating History and Business Combination Uncertainty [high — operational]: Armada Acquisition Corp. II is a blank check company with no operating history or revenues. Its primary activity is identifying a suitable business combination. The success of the company is contingent upon completing an initial business combination within the 18-month period from its IPO on May 22, 2025. Failure to do so could result in dissolution and return of funds to shareholders.
• Dependence on Trust Account and Sponsor Support [high — financial]: The company's operations and ability to complete a business combination are heavily reliant on the funds held in the Trust Account, which amounted to approximately $234.6 million as of September 30, 2025. The acquisition of control by the New Sponsor, Arrington XRP Capital Fund, LP, for $6,600,000 on August 28, 2025, highlights the importance of sponsor capital and strategic direction.
• Evolving SPAC Regulations [medium — regulatory]: The regulatory landscape for Special Purpose Acquisition Companies (SPACs) is dynamic and subject to change. New or revised regulations from bodies like the SEC could impact the structure, timing, and feasibility of business combinations, potentially affecting Armada's ability to execute its strategy and increasing compliance costs.
• Market Volatility and Valuation Risks [medium — market]: The success of the proposed business combination with PubCo, Armada Merger Sub, Pathfinder, and Ripple depends on favorable market conditions and accurate valuation of the target entities. Market volatility could impact the trading price of Armada's securities and the perceived value of the combined entity post-combination.
• Shareholder Litigation and Dissent Rights [medium — legal]: As with many SPACs, there is a risk of shareholder litigation challenging the terms of the business combination or the process. Additionally, shareholders may exercise their redemption rights, which could deplete the Trust Account and impact the financial viability of the transaction.
• Integration Risks Post-Combination [medium — operational]: Following a successful business combination, integrating the operations, management, and cultures of Armada and the target company (PubCo/Ripple) will be critical. Failure to effectively integrate could lead to operational inefficiencies, loss of key personnel, and hinder the realization of projected synergies.

Industry Context

Armada operates within the Special Purpose Acquisition Company (SPAC) sector, a financial vehicle designed to facilitate public listings for private companies. The SPAC market has experienced significant growth and subsequent scrutiny, with evolving regulatory frameworks impacting deal structures and investor confidence. Companies like Armada are navigating a competitive landscape where identifying suitable merger targets and executing transactions within strict timelines are paramount.

Regulatory Implications

The SPAC industry faces ongoing regulatory attention, particularly concerning disclosures, conflicts of interest, and the valuation of target companies. Changes in SEC guidance or accounting standards could affect Armada's ability to complete its business combination or impact the post-merger entity's financial reporting and compliance obligations.

What Investors Should Do

1. Monitor Business Combination Progress
2. Evaluate Target Company Diligence
3. Assess Sponsor Alignment and Expertise
4. Understand Redemption Rights

Key Dates

• 2025-05-22: Initial Public Offering (IPO) Completed — Raised $230,000,000 in gross proceeds, marking the start of the 18-month period to complete a business combination.
• 2025-08-28: New Sponsor Acquisition — Arrington XRP Capital Fund, LP acquired control by purchasing 7,880,000 Class B Shares, 400,000 Class A Shares, and 200,000 Private Warrants for $6,600,000.
• 2025-09-30: Trust Account Balance Reporting — Reported approximately $234.6 million in the Trust Account, including a $4.6 million underwriter's deferred discount.
• 2025-10-19: Business Combination Agreement Signed — Entered into an agreement with PubCo, Armada Merger Sub, Pathfinder, Pathfinder Merger Sub, and Ripple, outlining the path to making PubCo a publicly traded entity.

Glossary

Blank Check Company

A shell corporation, often formed by an IPO, that has no commercial operations and is created solely to raise capital for the purpose of acquiring an existing company. (Armada Acquisition Corp. II is a blank check company whose primary purpose is to find and merge with another business.)

Trust Account

A segregated account, typically holding proceeds from an IPO, used by SPACs to safeguard investor funds until a business combination is completed. (The $234.6 million in the Trust Account as of September 30, 2025, is crucial for funding the business combination and protecting shareholder capital.)

Initial Public Offering (IPO)

The process by which a private company first sells shares of stock to the public, becoming a publicly traded entity. (Armada's IPO on May 22, 2025, raised $230,000,000 and initiated its timeline for a business combination.)

Business Combination

The merger or acquisition of a SPAC with an operating company, allowing the target company to become publicly traded. (Armada's core objective is to identify and execute a business combination, as evidenced by the agreement signed on October 19, 2025.)

Sponsor

The entity or individuals who form and finance a SPAC, often receiving founder shares and warrants in exchange for their capital and expertise. (The New Sponsor, Arrington XRP Capital Fund, LP, acquired significant equity and warrants, indicating their critical role in Armada's strategy and control.)

Class B Shares

Typically, founder or sponsor shares in a SPAC that often carry different voting rights or conversion terms compared to Class A shares. (The New Sponsor's acquisition of all 7,880,000 Class B Shares signifies their control over the company's governance.)

Deferred Discount

A portion of the underwriting fees that is not paid at the time of the IPO but is deferred and typically paid upon the completion of a business combination. (The $4,600,000 underwriter's deferred discount is included in the Trust Account balance, impacting the total funds available.)

Year-Over-Year Comparison

As this is the first 10-K filing for Armada Acquisition Corp. II following its IPO on May 22, 2025, there are no prior year comparable metrics to analyze. The filing reflects the company's status as a newly formed entity focused on identifying a business combination, with no operating history or revenues. Key financial data pertains to the IPO proceeds, private placement funds, and the balance held in the Trust Account as of September 30, 2025.

Key Financial Figures

• $0.0001 — LLC Class A ordinary share, par value $0.0001 per share XRPN The Nasdaq Stock Mar
• $11.50 — able for one Class A ordinary share for $11.50 per share XRPNW The Nasdaq Stock Ma
• $230,000,000 — arrants"), generating gross proceeds of $230,000,000. Simultaneously with the closing of the
• $7,100,000 — s A Share, generating gross proceeds of $7,100,000. Following the closing of the Initial P
• $231,150,000 — the Initial Public Offering, a total of $231,150,000 of the net proceeds (including the Unde
• $4,600,000 — nderwriter's deferred discount of up to $4,600,000) was placed in a trust account (the "Tr
• $234.6 million — Trust Account balance was approximately $234.6 million. Since the Initial Public Offering, o
• $6,600,000 — ants for an aggregate purchase price of $6,600,000 (such transaction, the "New Sponsor Pur
• $0.001 — ts. The Class A common stock, par value $0.001 per share, of PubCo ("Pubco Class A Com
• $295 billion — the global fintech market was valued at $295 billion in 2023, and is projected to be worth $
• $340 billion — n in 2023, and is projected to be worth $340 billion in 2024 and reach $1,152 billion by 203
• $1,152 billion — be worth $340 billion in 2024 and reach $1,152 billion by 2032, exhibiting a CAGR of 16.5% dur

Filing Documents

• d66244d10k.htm (10-K) — 1179KB
• d66244dex41.htm (EX-4.1) — 128KB
• d66244dex19.htm (EX-19) — 72KB
• d66244dex311.htm (EX-31.1) — 7KB
• d66244dex312.htm (EX-31.2) — 7KB
• d66244dex321.htm (EX-32.1) — 5KB
• d66244dex322.htm (EX-32.2) — 5KB
• d66244dex97.htm (EX-97) — 21KB
• 0001193125-25-308177.txt ( ) — 4991KB
• xrpn-20250930.xsd (EX-101.SCH) — 850KB
• d66244d10k_htm.xml (XML) — 418KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 8 ITEM 1B. UNRESOLVED STAFF COMMENTS 58 ITEM 1C. CYBERSECURITY 59 ITEM 2.

PROPERTIES

PROPERTIES 59 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 59 ITEM 4. MINE SAFETY DISCLOSURES 59 PART II 60 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 60 ITEM 6.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 61 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 61 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 66 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 67 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 67 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 67 ITEM 9B. OTHER INFORMATION 68 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 68 PART III 69 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 69 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 77 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 78 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 79 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 82 PART IV 84 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 84 ITEM 16. FORM 10-K SUMMARY 87

SIGNATURES

SIGNATURES -i- Table of Contents CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "could", "would", "expect", "plan", "anticipate", "believe", "estimate", "continue", or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing of such business combinations, and related matters, as well as all other statements other than statements of historical fact included in this Annual Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings. Forward-looking statements in this Form 10-K may include, for example, statements about: our ability to complete our initial business combination, including the Business Combination; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination

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