Other Information.
−Removed: The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
+Added: 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.
+Added: The following exhibits
+Added: are filed as part of, or incorporated by reference into, this Quarterly Report on Form10-Q.
Description of Exhibit
+Added: Business Combination Agreement, dated as of October 19, 2025, by and among Armada Acquisition Corp.
+Added: II, Evernorth Holdings Inc., Pathfinder Digital Assets LLC, Armada Merger Sub, Pathfinder Merger Sub, and Ripple Labs Inc.
+Added: (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).
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)
−Removed: 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)
−Removed: 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).
−Removed: Private Placement Unit Subscription Agreement, dated May 20, 2025, between the Company and Cohen & Company Capital Markets, a division of J.V.B.
−Removed: 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).
−Removed: Private Placement Unit Subscription Agreement, dated May 20, 2025, between the Company and Northland Securities, Inc.
−Removed: (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)
−Removed: 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).
−Removed: 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)
−Removed: Administrative Services Agreement, dated May 20, 2025, between the Company and the 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).
−Removed: Letter Agreement, dated May 20, 2025, among the Company, the 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).
−Removed: 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).
+Added: Sponsor Support Agreement, dated October 19, 2025 by and among Arrington XRP Capital Fund, LP, Armada Acquisition Corp.
+Added: II and Evernorth Holdings Inc.
+Added: (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).
+Added: 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).
+Added: 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).
+Added: 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).
+Added: 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)
+Added: 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)
+Added: 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).
+Added: 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).
+Added: 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).
+Added: 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).
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
13 unchanged sentences
Furnished herewith.
+Added: Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARMADA ACQUISITION CORP.
−Removed: August 11, 2025
−Removed: /s/ Stephen P.
+Added: February 13, 2026
+Added: /s/ Taryn Naidu
Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: August 11, 2025
−Removed: /s/ Douglas M.
−Removed: (Principal Accounting and Financial Officer)
+Added: (Chief Executive Officer)
+Added: February 13, 2026
+Added: /s/ Kyle Horton
+Added: Chief Financial Officer
+Added: (Chief Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.