XRPN

Business Context and Reporting Period

Company: Armada Acquisition Corp. II (XRPN)

Reporting Period: Quarter ended December 31, 2025 (Unaudited)

Business Type: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands.

Objective: Formed to effect a merger, share exchange, or asset acquisition with one or more businesses, with a focus on FinTech, SaaS, or AI sectors.

Key Event: On October 19, 2025, the Company entered into a Business Combination Agreement to merge with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC, and Ripple Labs Inc. The transaction involves a domestication to Delaware and a complex capital structure including significant PIPE investments in cash and XRP tokens.

Key Financial Metrics

Results of Operations (Three Months Ended Dec 31, 2025):

• Revenue: $0 (No operating revenue generated).
• General & Administrative Costs: $2,905,649.
• Interest Income (Trust Account): $2,301,889.
• Net Loss: ($603,760).
• Net Loss Per Share (Class A & B Non-Redeemable): ($0.02).

Liquidity: The Company has a working capital deficit of $3,812,654. Operating cash is limited to $287,074, while the majority of assets are held in the Trust Account.

Material Changes vs. Prior Period

• Liabilities Increase: Total liabilities increased by approximately $2.78 million, primarily driven by a rise in "Accounts payable and accrued expenses" from $1.40 million to $4.18 million.
• Trust Account Growth: The Trust Account balance increased by $2.30 million due to interest earned on marketable securities (U.S. Treasury obligations and money market funds).
• Accumulated Deficit: The accumulated deficit widened by $2.91 million, reflecting the net loss for the quarter and the accretion of Class A shares to their redemption value.
• Change in Control: Effective August 28, 2025, control of the Company transferred from the Original Sponsor (Armada Sponsor II LLC) to the New Sponsor (Arrington XRP Capital Fund, LP) following a purchase agreement valued at $6.6 million.

Outlook, Risks, and Contingencies

Business Combination Status: The Company has signed a definitive agreement to merge with entities associated with Ripple Labs Inc. The transaction is contingent on shareholder approval and regulatory conditions.

Pipeline Investments (PIPE): Significant capital commitments have been secured to support the merger:

• Advance Funding: $214.05 million in cash and 600,000 XRP tokens.
• Delayed Funding: $10.5 million in cash and 200,000 XRP tokens.
• Sponsor Contribution: 211.3 million XRP tokens.
• Ripple Group Contribution: 50 million XRP tokens.

Going Concern Risk: Management has identified substantial doubt regarding the Company's ability to continue as a going concern if a Business Combination is not consummated by the liquidation date of November 22, 2026. If no deal is completed, the Company will liquidate and distribute Trust Account funds to shareholders.

Deferred Fees: The Company owes $9.2 million in deferred underwriting fees, payable only upon the successful completion of the Business Combination.

Investor Verification Checklist

• Merger Approval: Verify the status of shareholder votes required to approve the Business Combination Agreement with Evernorth Holdings/Ripple.
• XRP Valuation: Assess the valuation of the significant XRP token contributions (over 260 million tokens total) in the PIPE, as this impacts the post-merger capitalization and potential volatility.
• Redemption Risk: Monitor public shareholder redemption rates, which could reduce the cash available for the transaction and trigger the $2.3 million underwriter reimbursement clause.
• Regulatory Hurdles: Confirm progress on regulatory approvals, particularly given the involvement of Ripple Labs Inc. and the digital asset nature of the target.
• Liquidity Runway: Verify the sufficiency of the $287,074 operating cash balance to fund operations until the merger closes or the liquidation date arrives.