Business Context and Reporting Period
Company: Armada Acquisition Corp. II (XRPN)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter ended June 30, 2026
Business Overview: The Company is a Cayman Islands exempted special purpose acquisition company (SPAC) formed to effect a merger with one or more businesses, focusing on FinTech, SaaS, or AI sectors. As of the reporting date, the Company has not commenced operations other than organizational activities and the search for a business combination.
Key Transaction Status: The Company entered into a Business Combination Agreement on October 19, 2025, with Evernorth Holdings Inc., Pathfinder Digital Assets LLC, and Ripple Labs Inc. This agreement was amended on August 12, 2026, to incorporate XRP price-based adjustment mechanisms for share issuance and sponsor forfeiture.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2026 | Nine Months Ended June 30, 2026 | Balance Sheet (June 30, 2026) |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Income | $1,625,327 | $2,152,880 | N/A |
| Operating Expenses (G&A) | $503,862 | $4,383,259 | N/A |
| Interest Income (Trust Account) | $2,129,189 | $6,536,139 | N/A |
| Cash (Operating) | N/A | N/A | $54,503 |
| Trust Account Balance | N/A | N/A | $241,164,305 |
| Total Liabilities | N/A | N/A | $14,705,678 |
| Working Capital Deficit | N/A | N/A | ($5,289,441) |
| Deferred Underwriting Fee | N/A | N/A | $9,200,000 |
Material Changes vs. Prior Period
- Net Income Increase: Net income for the three months ended June 30, 2026, was $1,625,327, compared to $887,146 for the same period in 2025. This increase is primarily driven by higher interest income earned on the Trust Account ($2,129,189 vs. $982,945), partially offset by increased general and administrative costs ($503,862 vs. $95,799) related to business combination review fees.
- Trust Account Growth: The Trust Account balance increased to $241,164,305 from $234,628,166 as of September 30, 2025, due to accrued interest income.
- Liabilities: Total current liabilities increased significantly to $5,467,291 from $1,478,430 in the prior fiscal year, driven by a rise in accounts payable and accrued expenses to $5,392,291.
- Shareholder Deficit: Accumulated deficit increased to $(14,528,687) from $(10,145,428) due to accretion of Class A ordinary shares to redemption value.
Outlook, Risks, and Contingencies
Business Combination and PIPE
The Company is pursuing a merger with Ripple Labs Inc. and Pathfinder Digital Assets LLC. Significant Private Investment in Public Equity (PIPE) commitments have been secured, including:
- 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 Subscription (Series C): Contribution of approximately 211.3 million XRP tokens.
- Ripple Group Subscription: Contribution of 50 million XRP tokens.
Amendments: On August 12, 2026, agreements were amended to adjust share issuance and sponsor forfeiture based on the "Closing XRP Price" relative to the "Signing XRP Price."
Liquidity and Going Concern
The Company has a working capital deficit of $5,289,441 and only $54,503 in operating cash. Management has identified substantial doubt about 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. To fund working capital, the Company entered into a promissory note with Arrington XRP Capital Fund, LP, with $135,000 outstanding as of the filing date.
Risks
- Completion Risk: Failure to complete the business combination by November 22, 2026, will result in mandatory liquidation.
- XRP Price Volatility: The final capital structure and share counts for the PIPE and Sponsor are contingent on the price of XRP at closing, introducing valuation uncertainty.
- Regulatory: The transaction involves digital assets and requires regulatory approvals.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $241,164,305 and the per-share redemption value of approximately $10.49.
- Liquidation Deadline: Confirm the November 22, 2026, deadline for completing the business combination to avoid mandatory liquidation.
- PIPE Commitments: Review the amended subscription agreements to understand how XRP price fluctuations at closing will impact the number of shares issued to investors and the Sponsor.
- Working Capital: Assess the sufficiency of the $135,000 promissory note and potential additional funding to cover operating expenses until closing.
- Deferred Fees: Note the $9,200,000 deferred underwriting fee payable only upon successful completion of the business combination.