XRPN filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES 
 Evaluation of Disclosure Controls and Procedures 
 Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 13a-15(b)
 under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective. 
 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 
 Management’s Report on Internal Control Over Financial Reporting 
 This Annual Report on Form 10-K
 does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Internal Control over Financial Reporting 
 
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 Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. Based on its assessment, Management concluded that our internal control over financial reporting was effective as of September 30, 2025. 
 This Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, Management’s report is not subject to attestation by our registered public accounting firm. 
 Changes in Internal Control over Financial Reporting 
 There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)
 and 15d-15(f)
 of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
 ITEM 9B. OTHER INFORMATION 
 During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f)
 of the Exchange Act, adopted or terminated a “Rule 10b5-1
 trading arrangement” or any “non-Rule
 10b5-1
 trading arrangement,” each as defined in Item 408 of Regulation S-K.
 
 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 
 Not applicable. 
 
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 PART III 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
 As of the date of this Form 10-K,
 our directors and executive officers are as follows: 
 
 Name
 
 Age
 
 Title
 
 Taryn Naidu
 
 47 
 
 Chief Executive Officer and Director 

 Kyle Horton
 
 38 
 
 Chief Financial Officer 

 J. Michael Arrington
 
 55 
 
 Chairman and Director 

 Richard Danis
 
 56 
 
 Director 

 Lindy Key
 
 43 
 
 Director 

 Ronald Palmeri
 
 61 
 
 Director 

 J. Michael Arrington

 has served as Chairman and Director of the Board since August 2025. He was the founder of and has been a Managing Member at Arrington Capital Management, LLC, a web3 multi-strategy hedge fund, since December 2017 and at Arrington Capital Investment Management, LLC since August 2021, an affiliate of the Company. Mr. Arrington founded TechCrunch, a leading technology news site launched in 2005. Mr. Arrington previously practiced corporate law, co-founded several
 startups, and later established the venture firm CrunchFund, prior to focusing on cryptocurrency and web3 investments. Mr. Arrington received a Bachelor of Arts in Economics from Claremont McKenna College and a Juris Doctor from Stanford Law School. We believe that Mr. Arrington is qualified to serve on our Board because of his senior management, business development, and industry experience (including web3 and venture experience). 
 Taryn Naidu

 has served as the Chief Executive Officer of the Company since August 2025. He has served as a Partner and Chief Operating Officer at Arrington Capital Investment Management, LLC, an affiliate of the Company, since June 2023. Mr. Naidu also serves as a director at System1, Inc. (Nasdaq: SST). From March 2019 to April 2022, Mr. Naidu served as the Chief Operating Officer at Rigetti Computing, Inc., where he was instrumental in the business operations and led multiple financing rounds for such company, including its public offering through a deSPAC merger. From August 2014 to August 2017, Mr. Naidu was the Chief Executive Officer and a member of the Board of Directors of Rightside Group Ltd. after its business separation from Leaf Group Ltd. in 2014, where he led one of the leading domain services companies, until its sale to Identity Digital in 2017. Mr. Naidu received a Bachelor of Computer Science from the University of Regina. We believe Mr. Naidu is qualified to serve on our Board because of his technical background, his experience with public company boards, and his strategic planning and industry experience. 
 Kyle Horton

 has served as the Chief Financial Officer of the Company since August 2025. He started his career as an Engineering Officer in the United States Air Force serving in both the US and Afghanistan. Mr. Horton has worked in Finance and Operations at large public companies, Apple and Wayfair, as well as several early-stage technology startups. As Senior Vice President of Strategy, Finance and Operations at Rigetti Computing (Nasdaq: RGTI) from August 2020 to April 2023, Mr. Horton was instrumental in taking Rigetti Computing public through a SPAC transaction in 2022. Mr. Horton served as Vice President, Operations at Invisible AI from August 2023 to December 2023. Mr. Horton has served as the Vice President, Finance and Operations at Arrington Capital Investment Management, LLC, an affiliate of the Company, since January 2024, a web3 multi-strategy hedge fund. Mr. Horton received a Bachelor of Science from the University of Virginia and a Master of Business Administration from Cornell University. 
 Richard Danis

 has served on the Board since August 2025. He served as the General Counsel for Bluetooth SIG, Inc. from December 2024 to April 2025, and as the General Counsel and Corporate Secretary at Rigetti Computing, Inc. from July 2019 to December 2024. From January 2020 to December 2022, Mr. Danis served as a Director on the board of F3 Nation, Inc. Mr. Danis received a Bachelor of Art in Accounting from Ohio University and a Juris Doctor from DePaul University College of Law. We believe that Mr. Danis is qualified to serve on the Board because of his senior management experience and his experience with risk assessment, international business, and board governance. 
 
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 Ronald Palmeri

 has served on the Board since August 2025. He served as Chief Executive Officer and director at Trainspot, Inc. from August 2023 to July 2024. From June 2019 to February 2022, Mr. Palmeri served as a Partner at Arrington Capital Management, LLC, an affiliate of the Company, where he worked with entrepreneurs creating new rails for data, finance, and ownership. Prior to joining Arrington Capital Management, LLC, Mr. Palmeri founded several startups and MkII Ventures. Mr. Palmeri received a Bachelor of Arts in History and French from Middlebury College and attended Sciences Po in Paris. He has written and spoken widely on user-driven product development and the craft of venture company-building. We believe that Mr. Palmeri is qualified to serve on our Board because of his senior management, business development, and industry experience (including web3 and venture experience) and his knowledge of and perspective on building and operating companies. 
 Lindy Key

 has served on the Board since August 2025. She was the founder and has been the Principal of WNC Consulting Group, LLC since February 2020, providing accounting and finance consulting services to companies. From October 2015 to February 2020, Ms. Key served as the Assistant Controller and later Controller at Porch Group Inc., and as Director of Accounting at Leaf Group Ltd. Ms. Key holds an undergraduate degree in Business Administration from the University of Washington and a Certificate in Accounting from the University of Washington Foster School of Business. We believe Ms. Key is qualified to serve on our Board because of her technical background, her accounting and auditing experience, and her international business experience. 
 There are no family relationships among any of the directors or executive officers. 
 Involvement in Certain Legal Proceedings 
 During the past ten years, none of our executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. 
 During the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, directors or nominees, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our executive officers, directors or nominees, and (iii) none of our executive officers, directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. All of our executive officers, directors and nominees listed above are U.S. citizens. 
 As of the date hereof, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or any of our executive officers or directors in their corporate capacity. 
 
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 Corporate Governance 
 Number and Terms of Office of Officers and Directors 
 We currently have five directors. Prior to the closing of our initial business combination, only holders of the Class B Shares will be entitled to vote on the appointment and removal of directors or continuing our company to a jurisdiction outside the Cayman Islands (including any special resolution required to amend its constitutional documents or to adopt new constitutional documents, in each case, as a result of its approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Holders of the public shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Memorandum and Articles of Association relating to these rights of holders of Class B Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds)
 of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. 
 Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate pursuant to the Amended and Restated Memorandum and Articles of Association. 
 Director Independence 
 Nasdaq listing standards require that a majority of the Board be independent. Our Board has determined that Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri are “independent directors” as defined in the Nasdaq listing standards. Our independent directors have regularly scheduled meetings at which only independent directors are present. 
 Committees of the Board of Directors 
 Our Board has three standing committees: an audit committee, compensation committee and a nominating and corporate governance committee. The rules of Nasdaq and Rule 10A-3
 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. 
 Audit Committee 
 Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri are each independent. 
 Ms. Lindy Key serves as the chairman of the audit committee. Each member of the audit committee is financially literate and the Board has determined that all members qualify as “audit committee financial experts” as defined in applicable SEC rules. 
 
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 We have adopted an audit committee charter, which details the principal functions of the audit committee, including: 
 
 • 
 
 assisting board oversight of (1) the accounting and financial reporting processes of our company and the audits of the financial statements of our company, (2) the preparation and integrity of the financial statements of our company, (3) the compliance by our company with financial statement and regulatory requirements, (4) the performance of our internal finance and accounting personnel and its independent registered public accounting firms, and (5) the qualifications and independence of our independent registered public accounting firms; 
 
 • 
 
 reviewing with each of the internal and independent registered public accounting firms the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation; 
 
 • 
 
 reviewing and discussing with Management and internal auditors our system of internal control and discussing with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; 
 
 • 
 
 reviewing and discussing with Management, internal auditors and the independent registered public accounting firm our financial and critical accounting practices, and policies relating to risk assessment and management; 
 
 • 
 
 reviewing reports of the independent registered public accounting firm and discussing 1) all critical accounting policies and practices to be used in the firm’s audit of our financial statements, 2) all alternative treatments of financial information within GAAP that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and 3) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; 
 
 • 
 
 reviewing and discussing with Management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our company prior to the filing of our Annual Report on Form 10-K
 and Quarterly Reports on Form 10-Q;
 
 • 
 
 reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; 
 
 • 
 
 discussing with Management and the independent registered public accounting firm any changes in our critical accounting principles and the effects of alternative GAAP methods, off-balance
 sheet structures and regulatory and accounting initiatives; 
 
 • 
 
 reviewing material pending legal proceedings involving our company and other contingent liabilities; 
 
 • 
 
 meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; 
 
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 • 
 
 reviewing and approving all transactions between our company and related parties or affiliates of the officers of our company requiring disclosure under Item 404 of Regulation S-K
 prior to our company entering into such transactions; 
 
 • 
 
 establishing procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; 
 
 • 
 
 with our Management, independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and 
 
 • 
 
 establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. 
 
 Compensation Committee 
 The members of our compensation committee are Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri, who serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: 
 
 • 
 
 reviewing the performance of the Chief Executive Officer and executive management; 
 
 • 
 
 assisting the Board in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); 
 
 • 
 
 reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting the Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and our philosophy; 
 
 • 
 
 approving the salaries, bonus and other compensation for all executive officers; 
 
 • 
 
 reviewing and approving compensation packages for new corporate officers and termination packages for corporate officers as requested by Management; 
 
 • 
 
 reviewing and discussing with the Board and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; 
 
 • 
 
 reviewing and making recommendations concerning executive compensation policies and plans; 
 
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 • 
 
 reviewing and recommending to the Board the adoption of or changes to the compensation of our directors; 
 
 • 
 
 reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Board; 
 
 • 
 
 reviewing and making recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans, and, except as otherwise delegated by the Board, acting as the “Plan Administrator” for equity-based and employee benefit plans; 
 
 • 
 
 approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; 
 
 • 
 
 reviewing periodic reports from Management on matters relating to our personnel appointments and practices; 
 
 • 
 
 assisting Management in complying with our proxy statement and annual report disclosure requirements; 
 
 • 
 
 annual Report of the Compensation Committee on Executive Compensation for our annual proxy statement in compliance with applicable SEC rules and regulations; 
 
 • 
 
 annually evaluating the committee’s performance and the compensation committee’s charter and recommending to the Board any proposed changes to the compensation committee charter or the compensation committee; and 
 
 • 
 
 undertaking all further actions and discharge all further responsibilities imposed upon the compensation committee from time to time by the Board, the federal securities laws or the rules and regulations of the SEC. 
 
 The Amended and Restated Memorandum and Articles of Association also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 
 Nominating and Corporate Governance Committee 
 The members of our nominating and corporate governance committee are Ms. Lindy Key, Mr. Ronald Palmeri and Mr. Richard Danis, who serves as chair of the nominating and corporate governance committee. Under the Nasdaq listing standards and applicable SEC rules, all nominating and corporate governance committee members must be independent. Mr. Richard Danis, Ms. Lindy Key and Mr. Ronald Palmeri are each independent. We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including: 
 
 • 
 
 identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board, and recommending to our Board candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on our Board; 
 
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 • 
 
 developing and recommending to the Board and overseeing implementation of our corporate governance guidelines; 
 
 • 
 
 coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the company; and 
 
 • 
 
 reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. 
 
 The Amended and Restated Memorandum and Articles of Association also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. 
 Compensation Committee Interlocks and Insider Participation 
 None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors. 
 Section 16 (a) Beneficial Ownership Reporting Compliance 
 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than ten percent of our common share to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended September 30, 2025, there were no delinquent filers. 
 Code of Ethics 
 We have adopted a Code of Business Conduct applicable to its directors, officers and employees. We have filed a copy of our Code of Business Conduct as an exhibit to its registration statement on Form S-1/A,
 as filed with the Commission on May 14, 2025. We will provide to any person without charge, upon request, a copy of our Code of Business Conduct. Such requests should be made in writing to the following address: 382 NE 191st Street, Suite 52895 Miami, FL 33179-52895. If we make any amendments to our Code of Business Conduct, will disclose the nature of such amendment or waiver in a Current Report on Form 8-K. 

 Insider Trading Policy 
 We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). The Insider Trading Policy requires insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public
 information and (2) clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1
 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. In addition, with regard to our trading in our own securities, it is our policy to comply with all applicable insider trading laws, rules, and regulations. 
 The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference. 
 
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 Amended and Restated Memorandum and Articles of Association 
 Pursuant to the Amended and Restated Memorandum and Articles of Association (“Articles”), a holder of Class A Shares issued as part of our Units in our Initial Public Offering, whether purchased in the our Initial Public Offering or in the open market following our Initial Public Offering (“Public Shares”) that is not the New Sponsor, a Founder, Officer or Director (as each such term is defined in our Articles) may request that we redeem all or a portion of such holder’s Public Shares for cash if an initial business combination and related transactions are consummated. A holder of Public Shares will be entitled to receive cash for any Public Shares to be redeemed only if they: 
 
 (i) 
 (A) hold Public Shares; or (B) hold Public Shares through units sold in the Initial Public Offering, each comprising one Class A Share and one-half
 of a warrant to purchase one Class A Share (such warrants, “SPAC Public Warrants” and together “SPAC Units”) and elect to separate their SPAC Units into the underlying Public Shares and SPAC Public Warrants prior to exercising their redemption rights with respect to the Public Shares; 
 
 (ii) 
 submit a written request to Continental Stock Transfer & Trust Company, SPAC’s transfer agent (the “Transfer Agent”), including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SPAC redeems all or a portion of the Public Shares for cash; and 
 
 (iii) 
 deliver their share certificates for Public Shares (if any) along with any other applicable redemption forms to the Transfer Agent, physically or electronically through The Depository Trust Company. 
 
 Holders must complete the procedures for electing to have their Public Shares redeemed in the manner described above and in accordance with the Articles two Business Days prior to the initially scheduled date of the extraordinary general meeting to considers related to the initial business combination or any later time and/or date specified by the Board in accordance with Articles in order to properly exercise their redemption rights. 
 Limitation on Liability and Indemnification of Officers and Directors 
 Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our charter provides that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures it against its obligations to indemnify its officers and directors, up to a limit of $5 million. 
 Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. 
 
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 Our indemnification obligations may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against its officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 
 We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 
 ITEM 11. EXECUTIVE COMPENSATION 
 Executive Officer and Director Compensation 
 None of our officers or directors has received any cash compensation for services rendered to us. However, these individuals are reimbursed for any out-of-pocket

 expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. 
 After the completion of our initial business combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 
 We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 
 
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 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 
 Beneficial Ownership 
 The following table sets forth as of September 30, 2025 information regarding the beneficial ownership of our shares of common share, by: 
 
 • 
 
 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common share; 
 
 • 
 
 each of our officers and directors; and 
 
 • 
 
 all of our officers and directors as a group. 
 
 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common shares beneficially owned by them. 
 
 Class A Shares 
 
 Class B Shares 
 
 Beneficial Owner (1)
 
 Number of
Shares
Beneficially
Owned 
 
 Approximate
Percentage of
Class 
 
 Number of
Shares
Beneficially
Owned 
 
 Approximate
Percentage of
Class 
 
 Approximate
Percentage of
Outstanding
Ordinary
Shares 
 
 Prior Holders
 
 Stephen P. Herbert(2)
 
 400,000 
 
 1.7 
 % 
 
 7,880,000 
 
 100 
 % 
 
 Douglas M. Lurio(3)
 
 400,000 
 
 1.7 
 % 
 
 7,880,000 
 
 100 
 % 
 
 Current Holders
 
 Arrington XRP Capital Fund, LP
 
 400,000 
 
 1.7 
 % 
 
 7,880,000 
 
 100 
 % 
 
 —  
 
 J. Michael Arrington(4)
 
 400,000 
 
 1.7 
 % 
 
 7,880,000 
 
 100 
 % 
 
 —  
 
 Taryn Naidu
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 Kyle Horton
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 Richard Danis(5)
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 Lindy Key(5)
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 Ronald Palmeri(5)
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 All directors and officers as a group (6 persons)
 
 400,000 
 
 1.7 
 % 
 
 7,880,000 
 
 100 
 % 
 
 —  
 
 (1) 
 Unless otherwise noted, the business address of each of the following entities or individuals is 382 NE 191st St, Suite 52895, Miami, Florida 33179-3899. 
 
 (2) 
 Stephen P. Herbert previously served as our Chief Executive Officer. Stephen P. Herbert was a managing member of the Original Sponsor and had voting and investment discretion with respect to the securities held of record by the Original Sponsor. Accordingly, Stephen P. Herbert may be deemed to have had beneficial ownership of the securities held of record by the Original Sponsor. The business address at the time of his ownership was 1760 Market St., Suite 602, Philadelphia, Pennsylvania 19103. 
 
 (3) 
 Douglas M. Lurio previously served as our Chief Financial Officer. Douglas M. Lurio was a managing member of the Original Sponsor and had voting and investment discretion with respect to the securities held of record by the Original Sponsor. Accordingly, Douglas M. Lurio may be deemed to have had beneficial ownership of the securities held of record by the Original Sponsor. The business address at the time of his ownership was 1760 Market St., Suite 602, Philadelphia, Pennsylvania 19103. 
 
 (4) 
 Consists of (a) 400,000 Class A Shares held of record by Arrington XRP Capital Fund, LP, and (b) 7,880,000 shares of Class B Shares held of record by Arrington XRP Capital Fund, LP. 
 
 Changes in Control 
 None. 

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 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
 Our Relationships and Related Party Transactions 
 The New Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to New Sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. 
 Sponsor Securities Purchase Agreement 
 On August 12, 2025, we entered into the Purchase Agreement with the New Sponsor and the Original Sponsor, pursuant to which the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B Shares, 400,000 Class A Shares, and 200,000 Private Warrants for an aggregate purchase price of $6,600,000 (such transaction, the “New Sponsor Purchase”) and the New Sponsor received a limited, revocable license to the Armada Acquisition Corp. II branding for a period of time that expires not later than November 22, 2026 (unless the termination date of the Company is extended to a later date). On August 28, 2025, the New Sponsor Purchase was completed pursuant to the terms of the Purchase Agreement, and the New Sponsor owns all of the equity interests in our company held by the Original Sponsor. 
 Joinder Agreement 
 On August 28, 2025, the New Sponsor entered that certain joinder to insider letter agreement and registration rights agreement (the “Joinder”). Pursuant to the Joinder, the New Sponsor agreed, with effect from the date of the Joinder, to join as a party a letter agreement, dated May 20, 2025, among our company, the Original Sponsor and each of the directors and officers of Pathfinder (the “Insider Letter”), and to that certain Registration Rights Agreement, dated May 20, 2025, among our company, the Original Sponsor, CCM, Northland and the other Holders (as defined therein) signatory thereto (the “Registration Rights Agreement”). Pursuant to the Insider Letter, the New Sponsor and each of the directors and officers of our company have agreed, in each case as set forth therein, to vote in favor of our company’s initial business combination; to facilitate the liquidation and winding up of our company if an initial business combination is not consummated within 18 months from the closing of the Initial Public Offering or such later period approved by our shareholders; to certain transfer restrictions with respect to our securities; and, as to New Sponsor, certain indemnification obligations. The Registration Rights Agreement provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the securities of our company that they hold. 
 Waiver to Insider Letter 
 On August 28, 2025, we entered into a waiver agreement with certain other parties with respect to the Insider Letter, pursuant to which, the parties thereto irrevocably waived certain provisions of the Insider Letter to the extent, but only to the extent, necessary or desirable to facilitate the purchase of the Common Shares by the New Sponsor from the Original Sponsor. 

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 Sponsor Support Agreement 
 Concurrently with the execution of the Business Combination Agreement, we entered into the Sponsor Support Agreement, pursuant to which, among other things, the New Sponsor agreed to (a) vote its Common Shares in favor of the Business Combination Agreement and the Transactions and each of the proposals to be approved by SPAC shareholders at the extraordinary general meeting to consider such matters, (b) vote its Common Shares against (i) any acquisition proposal or alternative to the Transactions, (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company (other than the Transactions), (iii) any change in our business, and (iv) any proposal, action or agreement involving us that would or would reasonably be expected to impede, frustrate, prevent or nullify the Business Combination Agreement or any ancillary agreement, (c) comply with the restrictions imposed by the Insider Letter, including the restrictions on redeeming Common Shares in connection with the Transactions and complying with the transfer restrictions with respect to its Common Shares and Private Warrants, (d) subject to and conditioned upon the closing of the Transactions, waive any anti-dilution rights in connection with the Transactions that would otherwise result in the Class B Shares converting into Class A Shares on a greater than one-for-one basis, (e) subject to and conditioned upon the closing of the Transactions, effective as of the closing of the Transactions, waive and forever discharge all Claims (as defined below) against us, Pubco, Pathfinder and each of their respective and each of its and their past and present directors, officers, employees, agents, predecessors, successors, assigns, affiliates and subsidiaries, provided that nothing releases, waives or discharges any claim for fraud or the specific categories of claims expressly preserved in the Sponsor Support Agreement (including claims under the Sponsor Support Agreement or any other ancillary agreement, rights to receive Pubco securities thereunder, and indemnification rights) and (f) immediately prior to the Company Merger Effective Time, forfeit for no consideration 120,000 Class A Shares, 2,364,000 Class B Shares and 60,000 Private Warrants. 
 For the purposes of the preceding paragraph, “Claims” mean all past or present claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing. 
 Advance Funding Subscription Agreements 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into advance funding subscription agreements (the “Advance Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Advance Subscribers”) pursuant to which the Advance Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $214.05 million in cash and a contribution of 600,000 XRP tokens, in a private placement (the “PIPE”), upon the terms and subject to the conditions set forth in such agreements. Advance Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Advance Subscriber Subscription Price and (ii) $10.00 (the “Initial Subscribed Shares”), plus the Adjustment Shares (as defined below). “Advance Subscriber Subscription Price” means (a) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Advance Funding Subscription Agreement or (b) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Advance Funding Subscription Agreement and (y) the XRP Token VWAP on October 19, 2025. 
 Delayed Funding Subscription Agreements 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into delayed funding subscription agreements (each, a “Delayed Funding Subscription Agreement” and collectively, the “Delayed Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Delayed Subscribers”) pursuant to which the Delayed Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $10.5 million in cash and a contribution of 200,000 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreements. Delayed Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Delayed Subscriber Subscription Price and (ii) $10.00. “Delayed Subscriber Subscription Price” means (a) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Delayed Funding Subscription Agreement or (b) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Delayed Funding Subscription Agreement and (y) the Closing Date XRP Token VWAP. 
 Ripple Group Subscription Agreements 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into a subscription agreement with certain affiliates of Ripple (each, a “Ripple Group Subscription Agreement,” and together, the “Ripple Group Subscription Agreements,”) and together with the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreement and the Series C Subscription Agreement, the “Subscription Agreements”) pursuant to which the affiliates of Ripple (the “Ripple Group Subscribers”) agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pathfinder Units for an aggregate contribution of 50 million XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement. 
 The Ripple Group Subscribers will receive an aggregate number of shares of Pubco Class A Common Stock and Pathfinder Units on the Closing Date equal to the quotient of (i) the Ripple Group Subscription Price and (ii) Initial Subscribed Equity Units, plus Adjustment Equity Units. “Ripple Group Subscription Price” means (a) if such Ripple Group Subscriber elected to subscribe for shares of Pubco Class A Common Stock and Pathfinder Units with cash, the amount of cash contributed as set forth on the signature page to the applicable Ripple Group Subscription Agreement or (b) if such Ripple Group Subscriber elected to subscribe for such equity units with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to the Ripple Group Subscription Agreement and (y) the Signing Date XRP Token VWAP. 
 The Ripple Group Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date that would result in the Ripple Group Holders collectively owning, immediately after the Closing Date and the other related transactions, a number of Pubco Class A Common Stock that would cause such Ripple Group Holders to be the beneficial owners of capital stock of Pubco such that the Ripple Group Ownership Percentage equals 9.9%. The Ripple Group Subscriber will also receive a number of Pathinder Units equal to the number of Subscribed Equity Interests minus the number of Subscribed Shares. 
 The closing of each Ripple Group Subscription Agreement is conditioned on, among other things, the satisfaction or waiver by each Ripple Group Subscriber that no Other Ripple Group Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Ripple Group Subscribed Equity Interests) shall have been amended, modified or waived in any manner that benefits any Other Ripple Group Subscriber unless the Ripple Group Subscriber shall have been offered in writing the same benefits. 
 No fractional shares of Pubco Class A Common Stock, Pubco Class B Common Stock, or Pathfinder Unit will be issued in connection with the Subscription Agreements, and any fractional equity units otherwise issuable will be rounded down to the nearest whole equity unit. 
 Pursuant to the Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to file a registration statement registering the resale of the shares purchase by the Subscribers pursuant to the Subscription Agreements (at Pubco’s sole cost and expense) within 30 calendar days following the Closing Date and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable, and in any event no later than 75 calendar days after the Closing Date, subject to an extension in the event of SEC review. 
 The net cash proceeds from the closing of the Subscription Agreements, along with funds from the trust account of the SPAC, will be used for working capital, general corporate purposes and the purchase of XRP. 
 Each Subscription Agreement will terminate and be void and of no further force or effect upon the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms, (ii) the date that is twelve months from the date of the Subscription Agreement or (iii) the mutual written agreement of the parties thereto. 
 Series C Subscription Agreement 
 In connection with the execution of the Business Combination Agreement, PubCo, Pathfinder and our company entered into a Series C Subscription Agreement with the New Sponsor pursuant to which the New Sponsor agreed to purchase, and PubCo agreed to issue and sell, on the closing date, shares of Pubco Class A Common Stock and PubCo Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Series C Subscription Agreement. 
 Lock-Up Agreements 
 Concurrently with the Closing, the New Sponsor, our directors and certain other parties will enter into Lock-Up Agreements with PubCo pursuant to which such parties will agree that the Restricted Securities (as defined in the Lock-Up Agreements) will be locked-up and subject to transfer restrictions. 
 Amended and Restated Registration Rights Agreement 
 Concurrently with the closing of the Business Combination Agreement, we will enter into a registration rights agreement with PubCo, the New Sponsor and certain securityholders listed therein that will amend and restate the Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which PubCo will assume the registration obligations of our company under such registration rights agreement, with such rights applying to the shares of Class A common stock, par value $0.001 per share, of PubCo, the shares of Class B common stock, par value $0.001 per share, of PubCo, and the shares of Class C common stock, par value $0.001 per share, of PubCo. 

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 Indemnification Agreements 
 SPAC has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained under Cayman Islands law. These indemnification agreements require SPAC, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service to the fullest extent permitted by law. These indemnification agreements require SPAC to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law. 
 Sponsor Ownership 
 Our New Sponsor is a Delaware limited partnership. The general partner of the New Sponsor is Arrington Capital Management, LLC, a Delaware limited liability company. J. Michael Arrington, a member of our board, is the sole managing member of Arrington Capital Management, LLC which is the general partner of the New Sponsor. As of the date hereof, J. Michael Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. J. Michael Arrington disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Each of Mr. Arrington, Taryn Naidu, our Chief Executive Officer and member of our board, Kyle Horton, our Chief Financial Officer, and Ronald Palmeri, a member of our Board, owns limited partner interests in the New Sponsor and through them has an indirect interest in the Founder Shares, the Class A shares, the Private Warrants and compensation the Sponsor receives in connection with the Transactions. 
 Original Sponsor Transaction 
 On November 7, 2024, our Original Sponsor purchased 7,880,000 Class B Shares from us for an aggregate purchase price of $25,000, or $0.00317 per share, of which up to 1,027,826 founder shares remained subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised during our Initial Public Offering. In connection with the Initial Public Offering, up to 1,027,826 founder shares were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option was exercised during this offering. The number of founder shares, and the forfeiture mechanism underlying the founder shares, was determined in order to ensure that the founder shares represented 25% of the outstanding shares (including any shares underlying private placement units) upon completion of the Initial Public Offering and the exercise of the Underwriters’ over-allotment option, if any. 
 In connection with our Initial Public Offering, our Original Sponsor purchased 400,000 private placement units at $10.00 per unit, and CCM and Northland, as representatives of the Underwriters in this offering, purchased an aggregate of 310,000 private placement units at a price of $10.00 per unit (the “Private Placement Units”). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering and the over-allotment option, as applicable. A total of $231,150,000 out of the proceeds from the Initial Public Offering and the sales of the Private Placement Units was placed in a U. S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. 
 Cohen Agreement 
 In connection with our Initial Public Offering and the issuance and sale of Units, on May 20, 2025, we completed the private placement of Units at a price of $10.00 per Unit (the “Private Placement Units”), with the underwriter’s over-allotment option being fully exercised, generating gross proceeds of $7,100,000, as follows: (A) 400,000 Private Placement Units ($4,000,000 in the aggregate) with the Original Sponsor, (B) 155,000 Private Placement Units ($1,550,000 in the aggregate) with Cohen & Company Capital Markets (“CCM”) and (C) 155,000 Private Placement Units ($1,550,000 in the aggregate) with Northland Securities, Inc. (“Northland”) (collectively, the “Private Placement”). The Private Placement Units, which were purchased by the Sponsor, CCM and Northland, are identical to the Units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, subject to transfer restrictions until 180 days following the consummation of the Company’s initial business combination and (ii) entitled to registration rights. 
 In connection with the Business Combination, the Board took into account the financial analysis reviewed by CCM with the Board as well as the oral opinion of CCM rendered to the Board on October 19, 2025 as to the fairness, from a financial point of view, to our shareholders (other than New Sponsor and its affiliates) of equity value ascribed pursuant to the business combination. CCM subsequently confirmed its opinion by delivery of its fairness opinion. The Board also considered that the Board had received the fairness opinion from CCM. 

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 Related Party Policy 
 Our Code of Business Conduct will require us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by our Board (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. 
 Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, and that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. 
 These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. 
 To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of New Sponsor, officers or directors, including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated shareholders from a financial point of view. 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 
 The firm of CBIZ CPAs P.C, acts as our independent registered public accounting firm. The following is a summary of fees paid to CBIZ CPAs P.C. for services rendered. 
 Audit Fees . For the period from October 3, 2024 (inception) through September 30, 2025, fees for our independent registered public accounting firm were approximately $82,445, for the services CBIZ CPAs P.C. performed in connection with our Initial Public Offering and the audit of our September 30, 2025 financial statements included in this Annual Report on Form 10-K. 

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 Audit-Related Fees. For the period from October 3, 2024 (inception) through September 30, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. 
 Tax Fees . For the period from October 3, 2024 (inception) through September 30, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. 
 All Other Fees . For the period from October 3, 2024 (inception) through September 30, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. 
 Pre-Approval Policy 
 Our initial audit committee (the “Initial Audit Committee”) was formed upon the consummation of our Initial Public Offering, which was consummated on May 22, 2025. Effective on August 28, 2025, in connection with the Sponsor Securities Purchase Agreement, there was a change in control of the registrant, the members of the Initial Audit Committee resigned and our current audit committee was appointed. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 
 
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 PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 
 (a) The following documents are filed as part of this Annual Report on Form 10-K: 
 Financial Statements: See “Index to Financial Statements” at page F-1. 
 (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. 
 (b) Exhibits: Information in response to this Item is incorporated herein by reference to the Exhibit Index to this Form 10-K. 
 
 No.
 
 Description of Exhibit
 
   2.1† 
 
 Business Combination Agreement, dated as of October 19, 2025, by and among Armada Acquisition Corp. II, Evernorth Holdings Inc., Pathfinder Digital Assets LLC, Armada Merger Sub, Pathfinder Merger Sub, and Ripple Labs Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

   3.1 
 
 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025) 

   4.1* 
 
 Description of Securities 

   4.2 
 
 Warrant Agreement, dated May 20, 2025, between the Company and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025) 

   4.3 
 
 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.1 
 
 Private Placement Unit Subscription Agreement, dated May 20, 2025, between the Company and Armada Sponsor II LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.2 
 
 Private Placement Unit Subscription Agreement, dated May 20, 2025, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.3 
 
 Private Placement Unit Subscription Agreement, dated May 20, 2025, between the Company and Northland Securities, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025) 

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  10.4 
 
 Investment Management Trust Agreement, dated May 20, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.5 
 
 Registration Rights Agreement, dated May 20, 2025, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025 ). 

  10.6 
 
 Administrative Services Agreement, dated May 20, 2025, between the Company and the Original Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.7 
 
 Letter Agreement, dated May 20, 2025, among the Company, the Original Sponsor and each of the initial shareholders, directors and officers of the Company (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.8 
 
 Waiver, dated August 28, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2025). 

  10.9‡ 
 
 Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC and Arrington XRP Capital Fund, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025). 

  10.10 
 
 Joinder, dated August 28, 2025 by Arrington XRP Capital Fund, LP to Insider Letter Agreement and Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2025). 

  10.11 
 
 Sponsor Support Agreement, dated October 19, 2025 by and among Arrington XRP Capital Fund, LP, Armada Acquisition Corp. II and Evernorth Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.12 
 
 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.13† 
 
 Form of Advance Funding Subscription Agreement (Institutional Investors) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.14† 
 
 Form of Advance Funding Subscription Agreement (Individual Investors) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.15† 
 
 Form of Delayed Funding Subscription Agreement (Institutional Investors) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

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  10.16† 
 
 Form of Delayed Funding Subscription Agreement (Individual Investors) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.17† 
 
 Series C Subscription Agreement, dated October 19, 2025, by and among Evernorth Holdings, Inc., Pathfinder Digital Assets LLC, Arrington XRP Capital Fund, LC and Armada Acquisition Corp II(incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.18† 
 
 Form of Ripple Group Subscription Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.19 
 
 Form of Tax Receivable Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025). 

  10.20# 
 
 Form of Indemnity Agreement, May 20, 2025, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2025). 

  10.21 
 
 Contribution Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025 ). 

  19* 
 
 Insider Trading Policies and Procedures 

  31.1* 
 
 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

  31.2* 
 
 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

  32.1** 
 
 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

  32.2** 
 
 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

  97* 
 
 Policy Relating to Recovery of Erroneously Awarded Compensation. 

 101.INS* 
 
 XBRL Instance Document 

 101.CAL* 
 
 XBRL Taxonomy Extension Calculation Linkbase Document 

 101.SCH* 
 
 XBRL Taxonomy Extension Schema Document 

 101.DEF* 
 
 XBRL Taxonomy Extension Definition Linkbase Document 

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 101.LAB* 
 
 XBRL Taxonomy Extension Labels Linkbase Document 

 101.PRE* 
 
 XBRL Taxonomy Extension Presentation Linkbase Document 

 104* 
 
 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). 

 * 
 Filed herewith. 
 
 ** 
 Furnished herewith. 
 
 † 
 Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request 
 
 ‡ 
 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. 
 
 # 
 Indicates management contract or compensatory plan or arrangement. 
 
 ITEM 16. FORM 10-K SUMMARY 
 Not applicable. 
 
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 ARMADA ACQUISITION CORP. II 
 TABLE OF CONTENTS 
 
 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number 199 ) 
 
 F-2
 
 Financial Statements:
 
 Balance Sheet 
 
 F-3
 
 Statement of Operations 
 
 F-4
 
 Statement of Changes in Shareholders’ Deficit 
 
 F-5
 
 Statement of Cash Flows 
 
 F-6
 
 Notes to Financial Statements 
 
 F-7 to F-20

 Table of Contents 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 To the Shareholders and Board of Directors of 

 Armada Acquisition Corp. II 

 Opinion on the Financial Statements 

 We have audited the accompanying balance sheet of Armada Acquisition Corp. II (the “Company”) as of September 30, 2025, the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from October 3, 2024 (inception) through September 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations and its cash flows for the period from October 3, 2024 (inception) through September 30, 2025, in conformity with accounting principles generally accepted in the United States of America. 

 Explanatory Paragraph – Going Concern 

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses on or before November 22, 2026. The Company entered into a definitive merger/business combination agreement with a business combination target on October 19, 2025; however, the completion of this transaction is subject to the approval of the Company’s shareholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to November 22, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after November 22, 2026, in the event that it is unable to complete a business combination by that date. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 Basis for Opinion 

 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 

 Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ CBIZ CPAs P.C. 
 CBIZ CPAs P.C.

 We have served as the Company’s auditor since 2024.

 Morristown, NJ 
 December 4, 2025 

 F-2 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 BALANCE SHEET 
 SEPTEMBER 30, 2025 
 
 ASSETS
 
 Current assets
 
 Cash
 
 $ 
 361,105 
 
 Prepaid expenses
 
 50,067 
 
 Prepaid insurance
 
 137,360 
 
 Total current assets
 
 548,532 
 
 Prepaid insurance – long-term
 
 22,893 
 
 Cash and marketable securities held in Trust Account
 
 234,628,166 
 
 TOTAL ASSETS
 
 $

 235,199,591 

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
 
 Current Liabilities
 
 Accrued offering costs
 
 $ 
 75,000 
 
 Accrued expenses
 
 1,403,430 
 
 Total current liabilities
 
 1,478,430 
 
 Deferred professional fees
 
 37,564 
 
 Deferred underwriting fee payable
 
 9,200,000 
 
 TOTAL LIABILITIES
 
 10,715,994 
 
 Commitments and Contingencies
 
 Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $ 10.20 per share
 
 234,628,166 
 
 Shareholders’ Deficit
 
 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
 
 —   
 
 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 710,000 shares issued and outstanding
 
 71 
 
 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,880,000 shares issued and outstanding
 
 788 
 
 Additional paid-in
 capital
 
 —   
 
 Accumulated deficit
 
 ( 10,145,428 
 ) 

 Total Shareholders’ Deficit
 
 ( 10,144,569 

 ) 

 TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
 
 $

 235,199,591 

 The accompanying notes are an integral part of the financial statements. 

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 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 STATEMENT OF OPERATIONS 
 FOR THE PERIOD FROM OCTOBER 3, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2025
 
 General and administrative costs
 
 $ 
 1,706,183

 Loss from operations
 
 (

 1,706,183

 ) 

 Other income:
 
 Interest earned on cash and marketable securities held in Trust Account
 
 3,478,166 
 
 Other income, net
 
 3,478,166 
 
 Net income
 
 $

 1,771,983 

 Basic weighted average shares outstanding, Class A ordinary shares subject to redemption
 
 8,323,204 
 
 Basic net income per ordinary share, Class A ordinary shares subject to redemption
 
 $

 0.11 

 Diluted weighted average shares outstanding, Class A ordinary shares subject to redemption
 
 8,323,204 
 
 Diluted net income per ordinary share, Class A ordinary shares subject to redemption
 
 $

 0.11 

 Basic weighted average shares outstanding, Class

 A

 & Class

 B ordinary shares not subject to redemption 

 7,481,056 
 
 Basic net income per ordinary share, Class A & Class B ordinary shares not subject to redemption
 
 $

 0.11 

 Diluted weighted average shares outstanding, Class A & Class B ordinary shares not subject to redemption
 
 8,136,934 
 
 Diluted net income per ordinary share, Class A & Class B ordinary shares not subject to redemption
 
 $

 0.11 

 The accompanying notes are an integral part of the financial statements. 

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 ARMADA ACQUISITION CORP. II 
 STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT 
 FOR THE PERIOD FROM OCTOBER 4, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2025
 
 Class A
 Ordinary Shares

 Class B
 Ordinary Shares

 Additional
 Paid-in

 Capital

 Accumulated

 Deficit

 Total
 Shareholders’

 Deficit

 Shares

 Amount

 Shares

 Amount

 Balance – October 3, 2024 (Inception)
 
 —   
 
 $ 
 —   
 
 —  
 
 $ 
 —  
 
 $ 
 —  
 
 $ 
 —  
 
 $ 
 —  
 
 Issuance of Class B ordinary shares
 
 —  
 
 —  
 
 7,880,000 
 
 788 
 
 24,212 
 
 —  
 
 25,000 
 
 Accretion of Class A ordinary shares to redemption amount
 
 —  
 
 —  
 
 —  
 
 —  
 
 ( 10,447,650 
 ) 
 
 ( 11,917,411 
 ) 
 
 ( 22,365,061 
 ) 

 Capital contribution made by Sponsor related to the interests in founders shares allocated to non-managing
 members
 
 —  
 
 —  
 
 —  
 
 —  
 
 4,621,895 
 
 —  
 
 4,621,895 
 
 Cost of raising capital related to interests in founders shares allocated to non-managing
 members
 
 —  
 
 —  
 
 —  
 
 —  
 
 ( 4,621,895 
 ) 
 
 —  
 
 ( 4,621,895 
 ) 

 Sale of Private Placement Units
 
 710,000 
 
 71 
 
 —  
 
 —  
 
 7,099,929 
 
 —  
 
 7,100,000 
 
 Fair Value of Public Warrants at issuance
 
 —  
 
 —  
 
 —  
 
 —  
 
 3,565,000 
 
 —  
 
 3,565,000 
 
 Allocated value of transaction costs to Class A shares
 
 —  
 
 —  
 
 —  
 
 —  
 
 ( 241,491 
 ) 
 
 —  
 
 ( 241,491 
 ) 

 Net income
 
 —  
 
 —  
 
 —  
 
 —  
 
 —  
 
 1,771,983 
 
 1,771,983 
 
 Balance – September 30, 2025
 
 710,000 

 $

 71 

 7,880,000 

 $

 788 

 $

 —  

 $

 ( 10,145,428 

 ) 

 $

 ( 10,144,569 

 ) 

 The accompanying notes are an integral part of the financial statements. 

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 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 STATEMENT OF CASH FLOWS 
 FOR THE PERIOD FROM OCTOBER 4, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2025
 
 Cash Flows from Operating Activities:
 
 Net income
 
 $ 
 1,771,983 
 
 Adjustments to reconcile net income to net cash used in operating activities:
 
 Payment of formation costs through promissory note
 
 4,614 
 
 Payment of operating costs through promissory note
 
 870 
 
 Payment of operating costs through issuance of Class B ordinary shares
 
 25,000 
 
 Interest earned on cash and marketable securities held in Trust Account
 
 ( 3,478,166 
 ) 

 Adjustment to accrued offering costs
 
 ( 5,000 
 ) 

 Changes in operating assets and liabilities:
 
 Prepaid expenses
 
 50,533 
 
 Prepaid insurance
 
 ( 160,253 
 ) 

 Accrued expenses
 
 1,403,430 
 
 Deferred professional fees
 
 37,564 
 
 Net cash used in operating activities
 
 ( 349,425 

 ) 

 Cash Flows from Investing Activities:
 
 Investment of cash in Trust Account
 
 ( 231,150,000 
 ) 

 Net cash used in investing activities
 
 ( 231,150,000 

 ) 

 Cash Flows from Financing Activities:
 
 Proceeds from sale of Units, net of underwriting discounts paid
 
 225,400,000 
 
 Proceeds from sale of Private Placements Warrants
 
 7,100,000 
 
 Proceeds from promissory note - related party
 
 127,755 
 
 Repayment of promissory note - related party
 
 ( 143,079 
 ) 

 Payment of offering costs
 
 ( 624,146 
 ) 

 Net cash provided by financing activities
 
 231,860,530 

 Net Change in Cash
 
 361,105 

 Cash – Beginning of period
 
 —   
 
 Cash – End of period
 
 $

 361,105 

 Non-Cash
 Investing and Financing Activities:
 
 Offering costs included in accrued offering costs
 
 $ 
 75,000 
 
 Deferred offering costs paid through promissory note – related party
 
 $ 
 9,840 
 
 Accretion of Class A ordinary shares to redemption value
 
 $ 
 22,365,061 
 
 Deferred underwriting fee payable
 
 $ 
 9,200,000 
 
 Deferred offering costs applied to prepaid expenses
 
 $ 
 100,600 
 
 The accompanying notes are an integral part of the financial statements
. 

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 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 
 Organization and General 

 Armada Acquisition Corp. II (hereinafter, the “Company” or the “SPAC”) was incorporated as a Cayman Islands exempted company on October 3, 2024 . The Company is a newly organized blank check company or special purpose acquisition company, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific business combination target. Its efforts to identify a prospective target business will not be limited to a particular industry or geographic region although it intends to focus on target businesses that provide technological services to the financial services industry (“FinTech”), Software-as-a-Service(“SaaS”),

 or artificial intelligence (“AI”). The Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) upon the closing of the initial public offering (“Initial Public Offering”) described below. 
 As of September 30, 2025, the Company had not commenced any operations. All activity for the period from October 3, 2024 (date of inception) through September 30, 2025, relates to the Company’s formation and the Initial Public Offering. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company generates non-operating
 income in the form of interest income on investments held in the Trust Account described below. The Company has selected September 30 as its fiscal year end. 
 Sponsor, Founder and Proposed Financing 

 For the period from October 3, 2024 (date of inception) through August 28, 2025 the Company’s sponsor was Armada Sponsor II LLC, a Delaware limited liability company (the “Original Sponsor”). Effective August 28, 2025, upon completion of the Purchase Agreement (as defined below) Arrington XRP Capital Fund, LP, a Delaware limited partnership is the Company’s sponsor (the “New Sponsor”).The registration statement for the Company’s Initial Public Offering was declared effective on May 20, 2025. On May 22, 2025, the Company consummated the Initial Public Offering of 23,000,000 units at $ 10.00 per unit, which is discussed in Note 3, which includes the full exercise of the over-allotment option of 3,000,000 Units, by Cohen and Company Capital Markets a division of J.V.B. Financial Group, LLC (“CCM”) and Northland Securities, Inc. (“Northland”) (collectively, the “Underwriters”)— which is discussed in Note 4, generating gross proceeds of $ 230,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 710,000 private placement units, 400,000 of which were purchased by the Original Sponsor and 310,000 purchased by the underwriter at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 7,100,000 . The net proceeds from the Initial Public Offering and a portion of the proceeds from the Private Placement are held in the Trust Account (discussed below). 
 Transaction costs amounted to $ 14,413,386 , consisting of $ 4,600,000 of cash underwriting fee, $ 9,200,000 of deferred underwriting fee, and $ 613,386 of other offering costs. 
 Changes in Control of Registrant 

 On August 12, 2025, the Company entered into a Sponsor Securities Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and the New Sponsor, pursuant to which the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B ordinary shares, par value $ 0.0001 per share, 400,000 Class A ordinary shares, par value $ 0.0001 per share, and 200,000 private placement warrants of the Company for an aggregate purchase price of $ 6,600,000 (such transaction, the “New Sponsor Purchase”) and the New Sponsor received a limited, revocable license to the Armada Acquisition Corp. II branding for a period of time that expires not later than November 22, 2026 (unless the termination date of the Company is extended to a later date). On August 28, 2025, the New Sponsor Purchase was completed pursuant to the terms of the Purchase Agreement (the “Closing”), the appointments and resignations of directors of the Company described below and in the Schedule 14F and Item 5.02 of the company’s Current Report on Form 8-K
 as filed with the SEC on August 28, 2025 became effective, and the Original Sponsor ceased to control the Company. Following the Closing, the New Sponsor owns all of the equity interests of the Company held by the Original Sponsor, including 100 % of the Company’s Class B ordinary shares, has the power to appoint all members of the board of directors of the Company (the “Board”), and may therefore be deemed to control the Company. 
 On August 28, 2025, Stephen P. Herbert, Douglas M. Lurio, Mohammad A. Khan, Thomas Decker and Celso L. White resigned as directors of the Company, Stephen P. Herbert resigned as Chief Executive Officer and principal executive officer of the Company, and Douglas M. Lurio resigned as President and Chief Financial Officer and principal financial and accounting officer of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices. 
 On August 28, 2025, J. Michael Arrington, Taryn Naidu, Richard Danis, Lindy Key and Ronald Palmeri were appointed as directors of the Company, with Mr. Arrington being appointed as the Chairman of the Board. On August 28, 2025, Taryn Naidu was appointed as Chief Executive Officer and principal executive officer of the Company, and Kyle Horton was appointed as Chief Financial Officer and principal financial and accounting officer of the Company. Each such director and officer entered into an indemnification agreement with the Company in a form substantially consistent with the Company’s standard form in connection with their appointment. 
 
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 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 Mr. Herbert, former Chief Executive Officer of the Company, and Mr. Lurio, former President and Chief Financial Officer of the Company, have entered into advisor agreements with the Company to serve as advisors to Taryn Naidu in his capacity as Chief Executive Officer (the “Advisor Agreements”). Other than pursuant to the Purchase Agreement and the Advisor Agreements, there are no arrangements or understandings among members of the former and new control groups and their associates with respect to election of directors or other matters. In addition, none of the new directors or officers of the Company has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
 Waiver to Insider Letter 

 On August 28, 2025, the “Original Sponsor”, the Company, Stephen P. Herbert, Douglas M. Lurio, Thomas A. Decker, Mohammad A. Khan, Celso L. White and the other parties thereto entered into a waiver (the “Waiver”) with respect to that certain insider letter agreement, dated May 20, 2025, by and among the Company, the Original Sponsor and the other persons party thereto (the “Insider Letter”). 
 Joinder Agreement 

 On August 28, 2025, the New Sponsor entered that certain joinder to insider letter agreement and registration rights agreement (the “Joinder”). Pursuant to the Joinder, the New Sponsor agreed, with effect from the date of the Joinder, to join as a party to the Insider Letter and to that certain Registration Rights Agreement, dated May 20, 2025, by and among the Company, the Original Sponsor and the other persons party thereto. Entry into the Joinder was a condition to the consummation of the transactions contemplated by the Purchase Agreement (as defined above). 
 The Trust Account 

 Upon the closing of the Initial Public Offering on May 22, 2025, an amount of $ 231,150,000 ($ 10.05 per unit) from the net proceeds of the sale of the units, and a portion of the proceeds of the sale of the private placement units, are held in a Trust Account and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the completion of the Business Combination or (ii) the distribution of the Trust Account as described below. 
 The Company’s amended and restated memorandum and articles of association provides that, except for (x) all interest income that may be released to the Company to pay taxes and (y) up to $ 100,000 to pay dissolution expenses, as discussed below, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination within 18 months from the closing of the Initial Public Offering; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the obligation to redeem 100 % of public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the pre-business
 combination activity and related shareholders’ rights. 
 Business Combination 

 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less the deferred underwriting commissions and the taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. 
 The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable) or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder 
 
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 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, net of taxes payable, if any. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the Nasdaq rules. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination. 
 If the Company holds a shareholder vote or there is a tender offer for shares in connection with the Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable, if any). As a result, such shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering. The amount in the Trust Account is $ 10.05 per public share ($ 231,150,000 held in the Trust Account divided by 23,000,000 public shares). 
 The Company has 18 months from the closing date of the Initial Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and up to $ 100,000 to pay dissolution expenses; and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders each entered into agreements with us, pursuant to which they agreed: (1) to waive their redemption rights with respect to their founder shares, private placement units and any Class A ordinary shares issuable upon conversion thereof in connection with the consummation of our initial Business Combination or a tender offer conducted prior to a Business Combination or in connection with it; and (2) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement units if the Company fails to complete its initial Business Combination within 18 months from the closing of the Initial Public Offering

, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial Business Combination within the prescribed time frame. 
 Business Combination Agreement 

 On October 19, 2025 (the “Signing Date”), the Company (which will domesticate as a Delaware corporation prior to the Closing), 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 (“Pathfinder”), 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”). 
 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 Pathfinder, with Pathfinder continuing as the surviving company (the “Pathfinder Merger”), with holders of Pathfinder units (each, a “Pathfinder Unit”) receiving one share of Class A common stock, par value $ 0.001 per share, of Pubco (“Pubco Class A Common Stock”) for each Pathfinder 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 Pathfinder Merger, SPAC Merger Sub will merge with and into the Company, with the Company 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 the Company receiving one share of Pubco Class A Common Stock for each Common Share held by such shareholders and (y) warrantholders of the Company 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 warrant holders, 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 company. 
 In connection with the Closing, Pubco will have authorized three classes of Pubco common stock with different voting and economic rights. The Pubco Class A Common Stock will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, and will be listed for trading on Nasdaq or another national securities exchange. Each share of Pubco Class Common A Stock will be entitled to one vote per share. Shares of Class B common stock, par value $ 0.001 per share, of Pubco (the “Pubco Class B Common Stock”) will be entitled to one vote per share but will not have any economic rights and will not be 
 
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 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 listed for trading or transferable unless a corresponding number of units of Pathfinder as the surviving Company after the Pathfinder Merger (the “Company Surviving Subsidiary”) are transferred to the same person. However, no shares of Pubco Class B Common Stock are expected to be issued or outstanding immediately following the Closing. Shares of Class C common stock, par value $ 0.001 per share, of Pubco (the “Pubco Class C Common Stock” and, together with the Pubco Class A Common Stock and the Pubco Class B Common Stock, the “Pubco Stock”) will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, but will have no voting rights except as required by the Nevada Revised Statutes and will not be listed for trading or transferable, and will be convertible into Pubco Class A Common Stock at the election of the holder from time to time. 
 Amended and Restated Registration Rights Agreement 

 Concurrently with the Closing of the Business Combination Agreement, Pubco, the Company, the New Sponsor and certain securityholders listed therein will enter into a registration rights agreement that will amend and restate the registration rights agreement entered into at the time of the Company’s initial public offering between the Company, the New Sponsor and certain securityholders listed therein (as amended, the “Amended and Restated Registration Rights Agreement”), pursuant to which Pubco will assume the registration obligations of the Company under such registration rights agreement, with such rights applying to the shares of Pubco Class A Common Stock, Class B common stock (the “Pubco Class B Common Stock”) and Pubco Class C Common Stock. 
 The Amended and Restated Registration Rights Agreement provides for customary demand registration rights, piggyback registration rights, and shelf registration rights for the benefit of the holders, subject to customary cutbacks and issuer suspension rights. It also includes customary provisions relating to underwriting participation, registration expenses, indemnification, and coordination of sales in underwritten offerings. The Amended and Restated Registration Rights Agreement will become effective upon the Closing and will supersede the Company’s existing registration rights agreement in its entirety. 
 Sponsor Support Agreement 

 Concurrently with the execution of the Business Combination Agreement, the Company entered into a Sponsor Support Agreement with the New Sponsor and Pubco (the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed (i) to vote its Class A Shares and Class B Shares (the “New Sponsor Shares”) in favor of the Business Combination Agreement and the Transactions and each of the proposal to approve the Business Combination Agreement, the proposal to authorize and approve the Pathfinder Merger, and the proposal to approve a plan of domestication, (ii) to vote its New Sponsor Shares against any alternative transactions, (iii) to comply with the restrictions imposed by the Insider Letter (as defined above), by and among the Company, Original Sponsor, and the officers and directors of the Company at the time of its initial public offering, pursuant to which the New Sponsor was later joined as a party by way of the Joinder (as defined above) to the Insider Letter, by and between New Sponsor and the Company, including the restrictions on transfer and redemption of the Class A Shares and Class B Shares in connection with the Transactions, and (iv) subject to and conditioned upon the Closing, to waive any anti-dilution rights that would otherwise result in the Class B Shares converting into Class A Shares on a greater than one-for-one
 basis. 
 In addition, the New Sponsor agreed to effect certain security cancellations and issuances in connection with the Closing. Specifically, immediately prior to the time on the Closing Date when the certificate to be filed with the Delaware Secretary of State to certify the Pathfinder Merger (the “Pathfinder Certificate of Merger”) has been duly accepted for filing by the Delaware Secretary of State in accordance with the Limited Liability Company Act of the State of Delaware (the “DLLCA”) (or such other time as specified in the Pathfinder Certificate of Merger) (the “Company Merger Effective Time”), the New Sponsor will forfeit for no consideration (a) 

 120,000 Class A Shares, (b) 
 2,364,000 Class B Shares and (c) 
 60,000 warrants, each exercisable for one Class A Share at $
 11.50 per share (the “Private Placement Warrants”).

 Pursuant to the Sponsor Support Agreement, the New Sponsor also agreed, subject to and effective as of the Closing, to irrevocably and unconditionally release and waive any and all claims it may have against the Company, Pubco and Pathfinder or their respective affiliates arising on or prior to the Closing, subject to customary carve-outs. 
 Lock-Up
 Agreements 

 Concurrently with the Closing, each of the Company, the New Sponsor, Ripple and other Persons who will, immediately after the Closing, be holders of Pubco Stock or units of the Company Surviving Subsidiary and who, with Ripple, will collectively be deemed to form a “group” as defined in Section 13(d) of the Exchange Act (“Ripple Affiliate Investors”) will enter into a Lock-Up
 Agreement with Pubco (the “Lock-Up
 Agreements”), pursuant to which 
 
 F-10 
 
 Table of Contents
 
 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 such parties agree that any shares of Pubco Stock, one warrant to purchase one share of Pubco Class A Common Stock issued to warrant holders of SPAC Delaware by Pubco (the “Pubco Warrants”), any shares of Pubco Stock issuable upon the exercise or settlement, as applicable, of Warrants, Pathfinder Units, and any other securities convertible into or exercisable or exchangeable for Pubco Stock, in each case, held by such holder immediately after the Closing will be locked-up
 and subject to transfer restrictions, as described below, subject to certain exceptions. 
 Pursuant to the Lock-Up
 Agreements, the parties thereto agree, among other things, not to, without the prior written consent of Pubco, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position with respect to Restricted Securities (as defined in the Lock-Up
 Agreements), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii), until the earlier of six months following the date of the Closing and the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all Pubco shareholders having the right to exchange their shares of Pubco common stock for cash, securities or other property. The Lock-Up
 Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates. 
 Subscription Agreements 

 Advance Funding Subscription Agreements
 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into advance funding subscription agreements (the “Advance Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Advance Subscribers”) pursuant to which the Advance Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $ 214.05 million in cash and a contribution of 600,000 XRP tokens, in a private placement (the “PIPE”), upon the terms and subject to the conditions set forth in such agreements. Advance Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Advance Subscriber Subscription Price and (ii) $ 10.00 (the “Initial Subscribed Shares”), plus the Adjustment Shares (as defined below). “Advance Subscriber Subscription Price” means (a) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Advance Funding Subscription Agreement or (b) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Advance Funding Subscription Agreement and (y) the XRP Token VWAP on October 19, 2025.
 Delayed Funding Subscription Agreements
 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into delayed funding subscription agreements (each, a “Delayed Funding Subscription Agreement” and collectively, the “Delayed Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Delayed Subscribers”) pursuant to which the Delayed Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $ 10.5 million in cash and a contribution of 200,000 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreements. Delayed Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Delayed Subscriber Subscription Price and (ii) $ 10.00 . “Delayed Subscriber Subscription Price” means (a) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Delayed Funding Subscription Agreement or (b) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Delayed Funding Subscription Agreement and (y) the Closing Date XRP Token VWAP. 

 Series C Subscription Agreements
 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into a Series C Subscription Agreement with the New Sponsor (the “Series C Subscription Agreement”) pursuant to which the Sponsor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pubco Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement. 

 The New Sponsor will receive an aggregate number of shares of Pubco Class A Common Stock and Pubco Class C Common Stock on the Closing Date equal to the quotient of (i) the New Sponsor Subscription Price and (ii) Initial Subscribed Shares, plus Adjustment Shares. “New Sponsor Subscription Price” means (a) if the New Sponsor elected to subscribe for shares of Pubco Class A Common Stock and Pubco Class C Common Stock with cash, the amount of cash contributed as set forth on the signature page to the Series C Subscription Agreement or (b) if the New Sponsor elected to subscribe for such shares with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to the Series C Subscription Agreement and (y) the Signing Date XRP Token VWAP. 

 The New Sponsor will receive a number of shares of Pubco Class A Common Stock on the Closing Date that would result in the Series C DQ Persons collectively owning, immediately after the Closing Date and the other related transactions, a number of Pubco Class A Common Stock that would cause such Series C DQ Persons to be the beneficial owners of capital stock of Pubco such that the Series C Attributed Ownership Percentage equals 19.9 %. The New Sponsor will receive a number of shares of Pubco Class C Common Stock equal to the number of Subscribed Shares minus the number of shares of Pubco Class A Common Stock issued to the Sponsor pursuant to the preceding sentence. 

 The closing of the Series C Subscription Agreement is conditioned on, among other things, the satisfaction, or waiver by the New Sponsor, of the additional condition that, on the date hereof, no Other Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Equity Interests) shall have been amended, modified or waived in any manner that benefits any Other Subscriber with respect to the economic terms governing the purchase and sale of such Other Equity Interests unless the New Sponsor shall have been offered in writing the same economic benefits, subject to certain exceptions. 

 Ripple Group Subscription Agreements
 
 In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into a subscription agreement with certain affiliates of Ripple (each, a “Ripple Group Subscription Agreement,” and together, the “Ripple Group Subscription Agreements,”) and together with the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreement and the Series C Subscription Agreement, the “Subscription Agreements”) pursuant to which the affiliates of Ripple (the “Ripple Group Subscribers”) agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pathfinder Units for an aggregate contribution of 50 million XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement. 

 The Ripple Group Subscribers will receive an aggregate number of shares of Pubco Class A Common Stock and Pathfinder Units on the Closing Date equal to the quotient of (i) the Ripple Group Subscription Price and (ii) Initial Subscribed Equity Units, plus Adjustment Equity Units. “Ripple Group Subscription Price” means (a) if such Ripple Group Subscriber elected to subscribe for shares of Pubco Class A Common Stock and Pathfinder Units with cash, the amount of cash contributed as set forth on the signature page to the applicable Ripple Group Subscription Agreement or (b) if such Ripple Group Subscriber elected to subscribe for such equity units with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to the Ripple Group Subscription Agreement and (y) the Signing Date XRP Token VWAP. 

 The Ripple Group Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date that would result in the Ripple Group Holders collectively owning, immediately after the Closing Date and the other related transactions, a number of Pubco Class A Common Stock that would cause such Ripple Group Holders to be the beneficial owners of capital stock of Pubco such that the Ripple Group Ownership Percentage equals 9.9 %. The Ripple Group Subscriber will also receive a number of Pathinder Units equal to the number of Subscribed Equity Interests minus the number of Subscribed Shares. 

 The closing of each Ripple Group Subscription Agreement is conditioned on, among other things, the satisfaction or waiver by each Ripple Group Subscriber that no Other Ripple Group Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Ripple Group Subscribed Equity Interests) shall have been amended, modified or waived in any manner that benefits any Other Ripple Group Subscriber unless the Ripple Group Subscriber shall have been offered in writing the same benefits. 

 No fractional shares of Pubco Class A Common Stock, Pubco Class B Common Stock, or Pathfinder Unit will be issued in connection with the Subscription Agreements, and any fractional equity units otherwise issuable will be rounded down to the nearest whole equity unit. 

 Pursuant to the Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to file a registration statement registering the resale of the shares purchase by the Subscribers pursuant to the Subscription Agreements (at Pubco’s sole cost and expense) within 30 calendar days following the Closing Date and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable, and in any event no later than 75 calendar days after the Closing Date, subject to an extension in the event of SEC review. 

 The net cash proceeds from the closing of the Subscription Agreements, along with funds from the trust account of the SPAC, will be used for working capital, general corporate purposes and the purchase of XRP. 

 Each Subscription Agreement will terminate and be void and of no further force or effect upon the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms, (ii) the date that is twelve months from the date of the Subscription Agreement or (iii) the mutual written agreement of the parties thereto. 

 Pubco, Pathfinder and the Company may seek to raise additional funds through private placement transactions, including PIPE transactions, or other forms of capital raising. There can be no assurance as to whether, when or on what terms any such future financings may be conducted. 

 Liquidity and Going Concern 

 As of September 30, 2025, the Company had $ 361,105 in its operating bank accounts and working capital deficit of $ 929,898 . The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. 
 In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the New Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (see also Note 4 - “Related Party Loans”) either to complete our Business Combination or because the Company may become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all 
 
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 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic ASC 205-40 (“ASC 205”), “Going Concern,” as of September 30, 2025, the Company has until November 22, 2026 (the “Liquidation Date”) to consummate an initial Business Combination. It is uncertain that we will be able to consummate an initial business combination by November 22, 2026. If an initial Business Combination is not consummated by the Liquidation Date, there will be mandatory liquidation and subsequent dissolution. 

 The Company’s Management has determined that the liquidity condition and mandatory liquidation should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 22, 2026. 
 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 Basis of Presentation 

 The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 
 Emerging Growth Company 

 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 
 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. 
 Cash and Cash Equivalents 

 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 361,105 and did no t have any cash equivalents as of September 30, 2025. 
 Cash and Marketable Securities Held in Trust Account 

 As of September 30, 2025, the assets held in the Trust Account, amounting to $ 234,628,166 , were held primarily in U.S. Treasury bills which mature on December 11, 2025. 
 Concentration of Credit Risk 

 Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 
 Financial Instruments 

 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 (“ASC 820”), “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature, except for items as described in Note 8 – Fair Value Measurements below. 
 
 F-12 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 Use of Estimates 

 The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. 
 Offering Costs Associated with the Initial Public Offering 

 The Company complies with the requirements of ASC Topic 340-10-S99 “ Other Assets and Deferred Costs - SEC Materials
” (“ASC 340”) and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering” (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC470-20,
 “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Private Placement Units and the Public and Private Placement Warrants within the Unit, were charged to shareholders’ deficit as Public and Private Placement Warrants included in the Units, after management’s evaluation are accounted for under equity treatment. 
 Income Taxes 

 The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “ Income Taxes

” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 

 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 
 The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, and the Company believes it is presently not subject to income taxes or income tax filing requirements in the United States. As such, the Company’s tax provision was zero for the period presented. 
 Class A Ordinary Shares Subject to Possible Redemption 

 The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity (“, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value which is equivalent to the pro-rata amount held in the Trust per-share, less any permitted withdrawals. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance
 sheet. As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: 
 
 Gross proceeds
 
 $ 
 230,000,000 
 
 Less:
 
 Proceeds allocated to Public Warrants
 
 ( 3,565,000 
 ) 

 Class A ordinary shares issuance cost
 
 ( 14,171,895 
 ) 

 Accretion of carrying value to redemption value
 
 22,365,061 
 
 Class A Ordinary Shares subject to possible redemption, September 30, 2025
 
 $ 
 234,628,166 
 
 F-13 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 Warrant Instruments 

 The Company accounts for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with are based on an assessment of the warrant’s specific terms and the guidance contained in FASB ASC Topic 480 and FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. 

 Net Income per Ordinary Share 

 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, they have been excluded from the calculation of diluted income (loss) per ordinary share for the periods presented. 

 With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A,

 the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income (loss) per ordinary share. 
 The following table reflects the calculation of basic and diluted net income per ordinary share: 
 
 For the period from October 3, 2024
 (inception) through September 30, 2025

 Class A -
 Redeemable

 Class A & B -
 Non-redeemable

 Basic net income per ordinary share

 Numerator:
 
 Allocation of net income
 
 $ 
 933,203 
 
 $ 
 838,780 
 
 Denominator:
 
 Basic weighted average shares outstanding
 
 8,323,204 
 
 7,481,056 
 
 Basic net income per ordinary share
 
 $ 
 0.11 
 
 $ 
 0.11 
 
 For the period from October 3, 2024
 (inception) through September 30, 2025

 Redeemable
 Class A

 Non-redeemable

 Class A & B

 Diluted net income per ordinary share

 Numerator:
 
 Allocation of net income
 
 $ 
 896,018 
 
 $ 
 875,965 
 
 Denominator:
 
 Diluted weighted average shares outstanding
 
 8,323,204 
 
 8,136,934 
 
 Diluted net income per ordinary share
 
 $ 
 0.11 
 
 $ 
 0.11 
 
 Recent Accounting Pronouncements 

 In November 2023, the FASB issued ASU 2023-07,
 “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 

 F-14 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07on October 3, 2024, date of incorporation. 
 The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. 
 NOTE 3. INITIAL PUBLIC OFFERING 
 Pursuant to the Initial Public Offering on May 22, 2025, the Company sold 23,000,000 units at a price of $ 10.00 per Unit for a total of $ 230,000,000 , which includes the full exercise of the underwriters’ overallotment option in the amount of 3,000,000 Units. Each Unit consists of one share of the Company’s Class A ordinary shares, $ 0.0001 par value and one-half
 of one redeemable warrant to purchase one Class A ordinary share (the “Warrants”). The Warrants will only be exercisable for whole shares at $ 11.50 per share. 
 On August 28, 2025, the New Sponsor Purchase was completed, whereby the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B ordinary shares, par value $ 0.0001 per share, 400,000 Class A ordinary shares, par value $ 0.0001 per share, and 200,000 private placement warrants of the Company for an aggregate purchase price of $ 6,600,000 (see Note 1 – Changes in control of Registrant

). 
 Warrants —

As of September 30, 2025, there were 11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption. 
 In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our Board of Directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20trading-dayperiod starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issue the additional Class A ordinary shares or equity-linked securities. On the exercise of any warrant, the exercise price will be paid directly to the Company and not placed in the Trust Account. 
 The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use its best efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration of the warrants. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the warrant shares and a current prospectus relating thereto. 
 If a registration statement covering the issuance of the warrant shares is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may nevertheless, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In this circumstance, each holder would pay the exercise price by surrendering warrants exercisable for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrants and the difference between the exercise price of such warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A ordinary shares for the five trading days ending on the trading day prior to the date of exercise. 
 Redemption of Warrants: The Company may redeem the outstanding warrants: 

 • 
 
 in whole and not in part; 
 
 • 
 
 at a price of $ 0.01 per warrant; 
 
 F-15 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 • 
 
 upon a minimum of 30 days’ prior written notice of redemption (the “30-day
 redemption period”); and 
 
 • 
 
 if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -tradingday
 period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. 
 
 The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout the30-dayredemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 
 If the foregoing conditions are satisfied and the Company issues a notice of redemption, each warrant holder may exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 trigger price (as adjusted) as well as the $ 11.50 exercise price (as adjusted) after the redemption notice is issued. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In making such determination, management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of warrant shares issuable upon exercise of outstanding warrants. In such event, the holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of warrant shares underlying the warrants to be so exercised, and the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. 
 No fractional Class A ordinary share will be issued upon redemption
. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. 
 NOTE 4. PRIVATE PLACEMENT 
 Founder Shares 

 On November 7, 2024, the Sponsor purchased 7,880,000 Class B ordinary shares from the Company for an aggregate purchase price of $ 25,000 , or $ 0.00317 per share, of which up to 1,027,826 founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised during the Initial Public Offering. On May 22, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,027,826 founder shares are no longer subject to forfeiture. 
 Private Placement Units 

 Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 400,000 private placement units at $ 10.00 per private placement unit in a private placement for an aggregate purchase price of $ 4,000,000 . The underwriters purchased an aggregate of 310,000 private placement units at a price of $ 10.00 per private placement unit in a private placement for an aggregate purchase price of $ 3,100,000 . 
 A portion of the purchase price of the private placement units was added to the proceeds of Initial Public Offering held in the Trust Account. If the initial business combination was not completed within 18 months from the closing of the Initial Public Offering, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law). 
 Certain institutional investors (none of which are affiliated with any member of management, the Sponsor or any other investor), referred to as the “non-managing
 investors”, purchased, indirectly through the purchase of non-managing
 membership interests in the Sponsor, an aggregate of 300,000 Private Placement Units out of the 400,000 Private Placement Units purchased by the Sponsor. Subject to each non-managing
 sponsor investor purchasing the Private Placement Units allocated to it in connection with the closing of the Initial Public Offering, the Sponsor issued additional membership interests at a nominal purchase price to the non-managing
 investors reflecting interests in an aggregate of 2.4 million founder shares. 
 
 F-16 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 The agreement with the non-managing
 investors was entered into directly with the Sponsor entity and it makes reference to the Private Placement Units and founder shares of the Company. The interests and units associated in the agreement are supported on one for one basis with the Company’s underlying private placement units and founder shares. The fact that the Sponsor is providing the non-managing
 members with founder shares for their participation in the transaction is considered an inducement and falls under SAB Topic 5A. As such, the Company has obtained a valuation of the Founder Shares, as of the Initial Public Offering date to account for the charge of such transfer of interests to the non-managing
 members. The valuation has identified the fair value of the Founder Shares to be $ 1.93 per share as of the close of the Initial Public Offering, on May 22, 2025. Since the cost of these interest allocations to the non-managing
 members is considered an offering cost, the Company will record the fair value of this transaction into equity at the initial public offering date calculated as 2,400,000 interests in founder shares allocated to non-managing
 members at a fair value of $ 4,621,895 or approximately $ 1.93 per founder share. 
 The third-party valuation firm used a Monte Carlo simulation to value the Founder Shares. The likelihood of completing the Initial Public offering was assumed to be 100 %; the common stock price was $ 9.845 based on implied stock price; likelihood of a business combination was determined to be 19.9 %; and a discount for lack of marketability based on a Finnerty put model yielded 1.7 %. 
 Promissory Note — Related Party 

 The Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest
 bearing, unsecured and on March 31, 2025, the loan was amended to extend maturity date at the earlier of June 30, 2025, or the closing of the Initial Public Offering. Proceeds received under the note were utilized as follows: $ 127,755 for working capital, $ 9,840 for payment of deferred offering costs, $ 4,614 for payment of formation costs and $ 870 for the payment of operating expenses. As of May 22, 2025, the Company repaid the outstanding balance of the note amounting to $ 143,079 . Borrowings under the note are no longer available. 
 Administration Fee 

 Commencing on May 20, 2025, the Company has agreed to pay the Sponsor $ 12,000 per month for office space, administrative and support services. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. The Original Sponsor had agreed to defer payment of the administration fee until such time as new financing occurs to allow liquidity to pay the fee. The administrative services agreement with the Original Sponsor was terminated on August 28, 2025; all outstanding fees were paid through this date. For the period from October 3, 2024 (inception) through September 30, 2025, the Company has incurred and paid $ 39,000 in fees for these services. No agreement for administrative service fees has been entered into with the New Sponsor. 
 Related Party Loans 

 In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at the option of the lender. The units would be identical to the private placement units. As of September 30, 2025, no such Working Capital Loans were outstanding. 
 NOTE 5. COMMITMENTS AND CONTINGENCIES 
 Registration Rights 

 The Company’s initial shareholders, the non-managing
 investors and their permitted transferees can demand that the Company register the Founder Shares, the Private Placement Shares, the Private Placement Warrants and underlying securities and any securities issued upon conversion of Working Capital Loans, pursuant to an agreement signed prior the date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain piggy-back registration rights on registration statements filed after the Company’s consummation of a Business Combination. 
 Underwriting Agreement 

 The Company granted the Underwriters a 45 -day
 option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting discounts. On May 22, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit. 
 
 F-17 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 The Company paid an underwriting discount of $ 0.20 per Unit sold in the Initial Public Offering, or $ 4,600,000 in the aggregate, upon the closing of the Initial Public Offering. Additionally the underwriters are entitled to $ 0.40 per Unit sold in the offering, $ 9,200,000 in the aggregate, and is payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of public shares, for deferred underwriting commissions to be placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination. 
 On September 9, 2025, the Company entered into a letter agreement with its Underwriters that the Underwriters shall, severally and not jointly, on the terms and conditions set forth in the letter agreement, and contingent upon the occurrence of a specified event, which is the consummation of a business combination with Pubco, , will reimburse a portion of the Company’s bona fide documented fees and expenses incurred in connection with the Initial Public Offering in an amount of $ 2,300,000 (the “Reimbursement Amount”), with such amount decreased by $ 0.10 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the specified event. As of September 30, 2025, no reimbursements have been recorded under this agreement. 
 Service Provider Agreements 

 The Company has agreed to pay Northland Securities, Inc. (“Northland”) a cash transaction fee (the “Finder Fee”) equal to 1.0 % of the consideration (as defined in the agreement) in the event Northland introduces the Company to the target with which the Company completes an initial Business Combination or has substantive discussions with the target on behalf of and at the specific request of the Company with which the Company completes a Business Combination, payable only upon and subject to the closing of the initial Business Combination. At the closing of the initial Business Combination, the Company shall reimburse Northland up to $ 20,000 for all reasonable out-of-pocket

 accountable fees and disbursements incurred by Northland in connection with the performance of its services. As of September 30, 2025, no such expenses have been incurred under the agreement. If we have not consummated an initial Business Combination before December 31, 2026, we may terminate the agreement by providing written notice of such termination to Northland. No amounts were incurred under this agreement from the period from October 3, 2024 (inception) through September 30, 2025. 
 The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from May 19, 2025 through May 18, 2026 with a monthly fee of $ 8,500 , payable only upon and subject to the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $ 100,000 payable only upon and subject to the closing of the initial Business Combination. Bishop shall also be reimbursed for all reasonable expenses and disbursements incurred by Bishop on our behalf, provided that such expenses shall not exceed $ 300 without our prior consent. The agreement with Bishop was terminated effective September 3, 2025 by the New Sponsor. Upon termination of the agreement the Company recognized $ 37,564 of expenses which are included in deferred professional fees in the Company’s balance sheet as of September 30, 2025.
 On October 19, 2025, CCM was retained by the Company to provide an opinion to the Company’s Board as to the fairness of the Exchange Ratio (as defined in the Fairness opinion) in connection with the proposed Initial Business Combination Agreement. Pursuant to the terms of its engagement, CCM became entitled to a fee of $ 450,000 in consideration for the fairness opinion (the “Fairness Opinion Fee”). The Fairness Opinion Fee is due and payable to CCM as follows: (i) up to $ 100,000 became due to CCM upon informing the SPAC Board that it was prepared render and deliver the fairness opinion; and (ii) the balance of the Fairness Opinion Fee is due upon the earlier of the closing of the proposed Initial Business Combination or the termination of the merger agreement entered into by the Company with respect to the proposed Initial Business Combination. The Company has also agreed to reimburse CCM’s reasonable expenses up to an aggregate amount of $ 125,000 and to indemnify CCM against liabilities arising out of or in connection with the services rendered and to be rendered by CCM under its engagement with the Company. 

 NOTE 6. SHAREHOLDERS’ DEFICIT 
 Preferred Shares 

 The Company is authorized to issue 1,000,000 shares of preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of September 30, 2025, there were no preferred shares issued and outstanding. 
 Class A Ordinary Shares 

 The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of September 30, 2025, there were 710,000 ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption, as described above in Note 2 – Class A Ordinary Shares Subject to Possible Redemption. All Class A shares are entitled to one vote per share. 
 Class B Ordinary Shares 

 The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. At September 30, 2025, there were 7,880,000 Class B ordinary shares issued and outstanding. All Class B shares are entitled to one vote per share. 
 NOTE 7. SEGMENT INFORMATION 
 ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, the Chief Financial Officer, in deciding how to allocate resources and assess performance. 
 
 F-18 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 The CODM assesses performance for the single

 segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: 
 
 September 30, 2025

 Cash
 
 $ 
 361,105 
 
 Cash and marketable securities held in Trust Account
 
 $ 
 234,628,166 
 
 For period
 from October 3, 2024
 (Inception) through
 September 30, 2025

 General administrative costs
 
 $ 
 1,706,183 
 
 Interest earned on cash and marketable securities held in Trust Account
 
 $ 
 3,478,166 
 
 NOTE 8. FAIR VALUE MEASUREMENTS 
 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: 
 
 • 
 
 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; 
 
 • 
 
 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and 
 
 • 
 
 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 
 
 The following table presents information about the Company’s assets that are measured at fair value as of September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: 
 
 Level

 September 30,
 2025

 Assets:
 
 Cash and marketable securities held in Trust Account
 
 1 
 
 $ 
 234,628,166 
 
 The fair value of the Public Warrants is $ 3,565,000 or $ 0.31 per public warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants: 
 
 May 22,
 2025

 Volatility
 
 6.4 
 % 

 Risk free rate
 
 3.99 
 % 

 Stock price
 
 $ 
 9.845 
 
 Weighted term (Yrs)
 
 2.99 
 
 F-19 
 
 Table of Contents 

 ARMADA ACQUISITION CORP. II 
 NOTES TO FINANCIAL STATEMENTS 
 SEPTEMBER 30, 2025 
 
 The fair value of the 2,400,000 of interests in founders shares allocated to the non-managing
 members was $ 4,621,895 or approximately $ 1.93 per Founder Share and was determined using Monte Carlo Simulation Model. These interest allocations have been classified within shareholders’ deficit and will not require remeasurement after issuance. 
 The following table presents the quantitative information regarding market assumptions used in the valuation of the interest allocations to the non-managing
 members: 
 
 May 22,
 2025

 Volatility
 
 6.40 
 % 

 Risk free rate
 
 4.09 
 % 

 Stock price
 
 $ 
 9.845 
 
 Weighted term (Yrs)
 
 1.34 
 
 NOTE 9. SUBSEQUENT EVENTS 
 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below or within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 
 Entry into Business Combination Agreement 

 On October 19, 2025 , the Company entered into a Business Combination Agreement with Pubco, Pathfinder, SPAC Merger Sub, Pubco, and Ripple (see Note 1 – 

 Business Combination Agreement).

 Change in Ticker Symbols 

 On October 29, 2025, the Company, issued a press release announcing that the ticker symbols for its Class A ordinary shares, units and public warrants will change from “AACI,” “AACIU” and “AACIW,” to “XRPN,” “XRPNU” and “XRPNW,” respectively. The changes are in connection with the previously announced Business Combination Agreement, entered into on October 19, 2025. 
 Determination of Signing XRP Price 

 As previously disclosed in Note 1 – 

 Business Combination Agreement, 

Pubco, Pathfinder and the Company entered Advance Funding Subscription Agreements, (ii) a Series C Subscription Agreement with the Sponsor and such agreement, the “Series C Subscription Agreement”), pursuant to which the Sponsor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pubco Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens, and (iii) a subscription agreement with an affiliate of Ripple (the “Ripple Group Subscription Agreement”), pursuant to which such investor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pathfinder Units for an aggregate contribution of 50 million XRP tokens, in each case in a private placement upon the terms and subject to the conditions set forth in the applicable agreements. Concurrently with the execution of the Business Combination Agreement, Ripple, Pathfinder and Pubco also entered into the Contribution Agreement and, together with the Advance Funding Subscription Agreements, the Series C Subscription Agreement and the Ripple Group Subscription Agreement, the “Signing XRP Agreements”), pursuant to which Ripple will contribute 126,791,458 XRP tokens to the Company in exchange for Company Units, which will be automatically cancelled and exchanged for shares of Pubco Class A Common Stock on a one-for-one

 basis at the Closing, subject to certain limitations described therein. 
 Pubco and the Company announced on November 4, 2025 that the Signing XRP Price under each of the Signing XRP Agreements, which was calculated as the volume-weighted average price of XRP denominated in USD as quoted on the “CME CF XRP-Dollar
 Reference Rate - New York Variant” benchmark (with the reference ticker XRPUSD_NY) at 4:00 p.m. New York City time on the day immediately preceding the date on which the Business Combination Agreement was signed, has been determined to be $ 2.36609 . 
 Purchase of XRP by Pubco 

 On November 4, 2025, the Company and Pubco issued a joint press release announcing the purchase by Pubco of 84,365,876.3625 XRP using the aggregate cash proceeds from the Advance Funding Subscription Agreements at an average price of $ 2.53657058 per XRP. 
 
 F-20 

 Table of Contents 

 SIGNATURES 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of December, 2025. 
 
 ARMADA ACQUISITION CORP. II
 
 By:
 
 /s/ Taryn Naidu
 
 Name: Taryn Naidu
 Title: Chief Executive Officer
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Taryn Naidu and Kyle Horton, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as Directors and officers of Armada Acquisition Corp. II, any amendment or supplement hereto. The undersigned hereby confirm all acts taken by such agents and attorneys-in- fact, or any one or more of them, as herein authorized. 
 
 Signature
 
 Title
 
 Date
 
 /s/ Taryn Naidu
 Taryn Naidu
 
 Chief Executive Officer and Director 
(Principal Executive Officer) 
 
 December 4, 2025 

 /s/ Kyle Horton
 Kyle Horton
 
 Chief Financial Officer 
(Principal Financial and Accounting Officer) 
 
 December 4, 2025 

 /s/ J. Michael Arrington
 J. Michael Arrington
 
 Director 
 
 December 4, 2025 

 /s/ Richard Danis
 Richard Danis
 
 Director 
 
 December 4, 2025 

 /s/ Lindy Key
 Lindy Key
 
 Director 
 
 December 4, 2025 

 /s/ Ronald Palmeri
 Ronald Palmeri
 
 Director 
 
 December 4, 2025
Armada Acquisition Corp. II 10-K

Item 9A. Controls and Procedures
