What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2026-02-13 · 30 added, 32 removed, 158 unchanged (28% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to “we”, “us”, “our” or the “Company” are to Armada Acquisition Corp.

1 unchanged sentence

The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Financial Statements and the related Notes thereto for the period ended December 31, 2025 contained in this Quarterly Report on Form 10-Q and the Audited Financial Statements of Armada Acquisition Corp.

II as of September 30, 2025 included in the Company’s Annual Report on

filed with the SEC on December 4, 2025, as well as in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein.

Forward looking statements in this Form 10-Q are qualified by the cautionary statement included in this Form 10-Q under the sub-heading “Cautionary Note Regarding Forward-Looking Statements” in the introduction of this Form 10-Q.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Unaudited Condensed Financial Statements and the related Notes thereto for the period ended March 31, 2026 contained in this Quarterly Report on Form 10-Q

and the Audited Financial Statements of Armada Acquisition Corp.

II as of September 30, 2025 included in the Company’s Annual Report on Form 10-K filed

with the SEC on December 4, 2025, as well as in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein.

Forward looking statements in this Form 10-Q

are qualified by the cautionary statement included in this Form 10-Q

under the sub-heading

“Cautionary Note Regarding Forward-Looking Statements” in the introduction of this Form 10-Q.

We are a blank check company incorporated on October 3, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet selected.

44 unchanged sentences

Advance Funding Subscription Agreements

Together with Pubco and Pathfinder, we entered into advance funding subscription agreements in connection with the execution of the Business Combination Agreement (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 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.

20 unchanged sentences

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from October 3, 2024 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering.

Our only activities from October 3, 2024 (inception) through March 31, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

2 unchanged sentences

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial Business Combination.

For the three months ended December 31, 2025, we had a net loss of $603,760, which consisted of interest earned on cash and marketable securities held in Trust Account of $2,301,889, offset by general and administrative costs of $2,905,649.

For the three months ended December 31, 2025, we had a general and administrative costs of $2,905,649 which mainly consists of accounting and legal fees for the services performed in relation to review of business combinations agreements.

For the period from October 3, 2024 (inception) through December 31, 2024, we had a net loss of $45,784, which consisted of general and administrative costs.

Liquidity and Capital Resources

For the three months ended March 31, 2026, we had a net income of $1,131,313, which consisted of interest earned on cash and marketable securities held in Trust Account of $2,105,061, offset by general and administrative costs of $973,748 which mainly consisted of regulatory filing fees, insurance expense as well as accounting and legal fees for the services performed in relation to review of business combinations agreements.

For the six months ended March 31, 2026, we had a net income of $527,553, which consisted of $4,406,950 in interest earned on cash and marketable securities held in Trust Account, offset by general and administrative costs of $3,879,397 which mainly consisted of accounting and legal fees for the services performed in relation to review of business combinations agreements.

For the three months ended March 31, 2025, we had a net loss of $706, which consisted of general and administrative costs.

For the period from October 3, 2024 (inception) through March 31, 2025, we had a net loss of $46,490, which consisted of general and administrative costs.

Liquidity, Going Concern and Capital Resources

On May 22, 2025, we consummated the Initial Public Offering of 23,000,000 units at $10.00 per unit, which includes the full exercise of the over-allotment option of 3,000,000 Units, by the Underwriters, generating gross proceeds of $230,000,000.

2 unchanged sentences

We incurred transaction costs of $14,413,386, which consisted of $4,600,000 of a cash underwriting fee, $9,200,000 of deferred underwriting fees, and $613,386 of other offering costs.

For the three months ended December 31, 2025, cash used in operating activities was $74,031.

Net loss of $603,760 was affected by interest earned on cash and marketable securities held in the Trust Account of $2,301,889.

For the six months ended March 31, 2026, cash used in operating activities was $272,465.

Net income of $527,553 was affected by $4,406,950 in interest earned on cash and marketable securities held in the Trust Account.

Changes in operating assets and liabilities provided $3,606,932 of cash for operating activities.

For the period from October 3, 2024 (inception) through December 31, 2024, cash used in operating activities was $0.

Net loss of $45,784 was affected by the payment of operating costs through the issuance of Class B ordinary shares of $25,000, payment of formation and operating costs through promissory note – related party of $4,614 and $870, respectively.

For the period from October 3, 2024 (inception) through March 31, 2025, cash used in operating activities was $25,601.

Net loss of $46,490 was affected by the payment of operating costs through the issuance of Class B ordinary shares of $25,000, payment of formation costs, operating costs through advance from related party and promissory note – related party of $4,614, $508 and $870, respectively.

Changes in operating assets and liabilities provided $10,103 of cash for operating activities.

As of December 31, 2025, we had marketable securities held in the Trust Account of $236,930,055 (including approximately $5,780,055 of interest income) consisting of money market funds which invests in U.S.

As of March 31, 2026, we had marketable securities held in the Trust Account of $239,035,116 (including approximately $4,406,950 of interest income) consisting of money market funds which invests in U.S.

Treasury securities with a maturity of 185 days or less.

2 unchanged sentences

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2025, we had cash of $287,074.

As of March 31, 2026, we had cash of $88,640.

We intend 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.

14 unchanged sentences

We have no obligations, assets or liabilities, which would be considered off-balance

sheet arrangements as of December 31, 2025.

sheet arrangements as of March 31, 2026.

Contractual obligations

28 unchanged sentences

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the Original 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 administrative services agreement with our Original Sponsor was terminated on August 28, 2025;

6 unchanged sentences

On September 9, 2025, we entered into a letter agreement with our 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 that relates to a digital asset treasury transaction, reimburse a portion of the our bona fide documented fees and expenses incurred in connection with our 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 December 31, 2025 and September 30, 2025, no reimbursements have been recorded under this agreement.

As of March 31, 2026 and September 30, 2025, no reimbursements have been recorded under this agreement.

We have entered into an agreement with an advisor, Northland, a cash transaction fee equal to a cash transaction fee equal to 1.0% of the consideration in the event that this advisor introduces the Company to the target with which we complete an initial Business Combination which is payable only upon and subject to the closing of the initial Business Combination.

We have also agreed to pay Northland up to $20,000 in reimbursable out-of-pocket

No amounts were incurred under this agreement from the period from our inception through December 31, 2025.

No amounts were incurred under this agreement from the period from our inception through March 31, 2026.

We have entered into an agreement with an investor relations advisor, Bishop IR (“Bishop”) 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.

Upon completion of the initial Business Combination, Bishop will 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 on our behalf provided they do not exceed $300 without our prior consent.

The agreement with Bishop was terminated effective September 3, 2025 by our New Sponsor.

Upon termination of the agreement the Company recognized $37,564 of expenses which are included in deferred professional fees in our unaudited condensed balance sheets as of December 31, 2025 and September 30, 2025.

Upon termination of the agreement the Company recognized expenses amounting to $38,387 and $37,564 which are included in deferred professional fees in our balance sheets as of March 31, 2026 and September 30, 2025, respectively.

On October 19, 2025, we retained CCM to provide an opinion to our Board as to the fairness of the Exchange Ratio (as defined in the Fairness opinion) in connection with our proposed Initial Business Combination Agreement.

9 unchanged sentences

Accordingly, actual results could materially differ from those estimates.

As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Pronouncements

1 unchanged sentence

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by

Rule 12b-2 of

the Exchange Act and are not required to provide the information otherwise required under this item.

We are a smaller reporting company as defined by Rule 12b-2 of the

Exchange Act and are not required to provide the information otherwise required under this item.

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis