Armada Acquisition Corp. II Files 8-K

Ticker: XRPNU · Form: 8-K · Filed: Oct 20, 2025 · CIK: 2044009

Armada Acquisition Corp. II 8-K Filing Summary
FieldDetail
CompanyArmada Acquisition Corp. II (XRPNU)
Form Type8-K
Filed DateOct 20, 2025
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001, $11.50, $0.001, $5,000,001, $214.05 million
Sentimentneutral

Sentiment: neutral

Topics: 8-K, material-agreement, financial-condition

TL;DR

Armada Acquisition Corp. II filed an 8-K on 10/20/25, reporting material agreements and financial updates.

AI Summary

Armada Acquisition Corp. II filed an 8-K on October 20, 2025, reporting on events as of October 19, 2025. The filing indicates an entry into a material definitive agreement, results of operations and financial condition, unregistered sales of equity securities, and other events. Specific details regarding the nature of the agreement or financial condition were not provided in the excerpt.

Why It Matters

This 8-K filing from Armada Acquisition Corp. II signals significant corporate events, potentially impacting its stock and investors.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, requiring careful investor attention.

Key Players & Entities

  • Armada Acquisition Corp. II (company) — Filer of the 8-K
  • October 19, 2025 (date) — Earliest event date reported
  • October 20, 2025 (date) — Date of report filing

FAQ

What is the primary material definitive agreement entered into by Armada Acquisition Corp. II?

The provided excerpt does not specify the details of the material definitive agreement.

What specific results of operations or financial condition are being reported?

The excerpt mentions 'Results of Operations and Financial Condition' as an item, but does not provide specific financial details.

Were there any unregistered sales of equity securities by Armada Acquisition Corp. II?

Yes, 'Unregistered Sales of Equity Securities' is listed as an item in the 8-K filing.

What is the Central Index Key (CIK) for Armada Acquisition Corp. II?

The Central Index Key for Armada Acquisition Corp. II is 0002044009.

What is the filing date and the earliest event date reported in this 8-K?

The filing date is October 20, 2025, and the earliest event date reported is October 19, 2025.

Filing Stats: 4,735 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-10-20 08:12:06

Key Financial Figures

  • $0.0001 — LC Class A ordinary shares, par value $0.0001 per share AACI The Nasdaq Stock Mar
  • $11.50 — ordinary share at an exercise price of $11.50 per share AACIW The Nasdaq Stock Ma
  • $0.001 — hare of Class A common stock, par value $0.001 per share, of Pubco (" Pubco Class A Co
  • $5,000,001 — ngible Net Assets equaling or exceeding $5,000,001 as of the Closing Date. The obligatio
  • $214.05 million — lass A Common Stock for an aggregate of $214.05 million in cash and a contribution of 600,000 X
  • $10.00 — Subscriber Subscription Price and (ii) $10.00 (the " Initial Subscribed Shares "), pl

Filing Documents

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 19, 2025 Armada Acquisition Corp. II (Exact name of Registrant as specified in its charter) Cayman Islands 001-42661 98-1815892 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 382 NE 191 st St , Suite 52895 Miami , FL 33179-3899 (Address of principal executive offices) (786) 548-1886 (Registrant's telephone number, including area code) Not applicable. (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant AACIU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share AACI The Nasdaq Stock Market LLC Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share AACIW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On October 19, 2025 (the " Signing Date "), Armada Acquisition Corp. II, a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (" SPAC "), entered into a Business Combination Agreement (the " Business Combination Agreement ") with Evernorth Holdings Inc., a Nevada corporation (" Pubco "), Pathfinder Digital Assets LLC, a Delaware limited liability company (the " Company "), Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (" SPAC Merger Sub "), Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (" Company Merger Sub "), and Ripple Labs Inc., a Delaware corporation (" Ripple "). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement. Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the " Closing " and the date and time at which the Closing is actually held, the " Closing Date "), (a) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the " Company Merger "), with holders of Company units (each, a " Company Unit ") receiving one share of Class A common stock, par value $0.001 per share, of Pubco (" Pubco Class A Common Stock ") for each Company Unit, subject to certain reductions and other limitations imposed on the Ripple Parties as set forth in the Business Combination Agreement, and (b) simultaneously with the Company Merger, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the " SPAC Merger " and, together with the Company Merger, the " Mergers " and, together with the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the " Transactions "), with (x) shareholders of SPAC receiving one share of Pubco Class A Common Stock for each SPAC Common Share held by such shareholders and (y) warrantholders of SPAC receiving one warrant to purchase one share of Pubco Class A Common Stock for each warrant to purchase one SPAC Class A Share held by such warrantholders, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement. Upon the consummation of the Mergers and the Transactions, Pubco will become a publicly traded

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