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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-13 · 107 added, 52 removed, 136 unchanged (54% of the section changed)

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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 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.

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 June 30, 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.

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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.

Upon the closing of the Initial Public Offering and the Private Placement, $231,150,000 of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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On October 19, 2025, we entered into the Business Combination Agreement with (a) PubCo, (b) Armada Merger Sub, (c) Pathfinder, (d) Pathfinder Merger Sub, and (e) Ripple.

Subsequent to the execution of the Business Combination Agreement, certain related transaction agreements were amended on August 12, 2026 to revise specified economic terms, including share issuance and forfeiture calculations that incorporate XRP-based valuation adjustment mechanisms applicable prior to the closing of the proposed business combination.

These amendments are discussed in further detail below.

On August 12, 2026, the Company, Pubco, Pathfinder, SPAC Merger Sub, Company Merger Sub and Ripple entered into Amendment No.

1 to the Business Combination Agreement for purposes of proposing certain changes to Pubco’s amended and restated articles of incorporation, with such changes to be adopted by Pubco and to take effect upon the Closing.

The Business Combination Agreement provides that, among other things, following the Domestication and upon the Closing and upon the terms and subject to the conditions set forth therein, among other things, (i) Armada Delaware will merge with and into Armada Merger Sub, with Armada Delaware continuing as the surviving company of the Armada Merger, and (ii) at least two hours after the Armada Merger, Pathfinder Merger Sub will merge with and into Pathfinder, with Pathfinder continuing as the surviving company of the Pathfinder Merger.

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Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, we 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 us, the Original Sponsor, and our officers and directors 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 us and the New Sponsor, 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

Concurrently with the execution of the Business Combination Agreement, we entered into a Sponsor Support Agreement with the New Sponsor and Pubco (as may be amended, supplemented or otherwise modified from time to time, the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed (i) deliver and forfeit to the Company for cancellation and for no consideration (x) 120,000 Class A ordinary shares, (y) 2,364,000 Class B ordinary shares and (z) 60,000 private placement warrants (such forfeited amounts equaling approximately 30% of the Company’s Common Shares held by the New Sponsor), (ii) 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, (iii) to vote its New Sponsor Shares against any alternative transactions, (iv) to comply with the restrictions imposed by the Insider Letter (as defined above), by and among us, the Original Sponsor, and our officers and directors 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 us and the New Sponsor, including the restrictions on transfer and redemption of the Class A Shares and Class B Shares in connection with the Transactions, and (v) 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.

On August 12, 2026, the Company, Pubco and New Sponsor amended the Sponsor Support Agreement (“Amendment No.

1 to the Sponsor Support Agreement”) for purposes of adjusting the number of Class A Shares, Class B Shares and Private Placement Warrants that will be forfeited by New Sponsor at the Company Merger Effective Time.

Specifically, Amendment No.

1 to the Sponsor Support Agreement provides that New Sponsor will forfeit to the Company for cancellation and for no consideration a number of shares equal to (a) all Class A Shares, Class B Shares and Private Placement Warrants that New Sponsor holds multiplied by (b) a closing date adjustment factor equal to the lesser of (x) the quotient of the Closing XRP Price and the Signing XRP Price and (y) 0.7.

(the “Adjustment Factor”).

The number of SPAC Class A Shares forfeited pursuant to the immediately preceding sentence shall hereinafter be referred to as “Forfeited SPAC Class A Shares”;

the number of SPAC Class B Shares forfeited pursuant to the immediately preceding sentence shall hereinafter be referred to as “Forfeited SPAC Class B Shares”;

and the number of Private Placement Warrants forfeited pursuant to the immediately preceding sentence shall hereinafter be referred to as the “Forfeited SPAC Private Warrants”.

In addition, the New Sponsor agreed to effect certain security cancellations and issuances in connection with the Closing.

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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 us, Pubco and Pathfinder or their respective affiliates arising on or prior to the Closing, subject to customary carve-outs.

Agreement with Pubco (the “Lock-Up

Agreements”), pursuant to which 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.

Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates.

Lock-Up Agreements

Concurrently with the Closing, us and each of 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 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

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).

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

On August 12, 2026, Pubco, Pathfinder and the Company and each Advance Funding Subscriber entered into Amendment No.

1 to the applicable Advance Funding Subscription Agreement in order to revise the pricing mechanics used to determine the number of Advance Funding Shares.

Amendment No.

1 subjects the initial share calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price.

Under the Advance Funding Subscription Agreements, as amended, Advance Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the sum of (a) the Advance Funding Initial Subscribed Shares (as defined below) and (b) the Adjustment Shares (as defined below), if any.

“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.

“Signing XRP Price” means the VWAP 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 is signed.

“Advance Funding Initial Subscribed Shares” means the quotient of (i) the Advance Subscriber Subscription Price and (ii) $10.00, multiplied by the “Closing Date Adjustment Factor,” which means the lesser of (a) the quotient of the Closing XRP Price and the Signing XRP Price and (b) one.

“Adjustment Shares” means, in respect of any Advance Funding Subscriber, whether such subscriber elected to subscribe with XRP or with cash that was subsequently used by Pubco and/or Pathfinder to purchase XRP, if the Closing XRP Price is greater than the Signing XRP Price, such number of shares of Pubco Class A Common Stock equal to the product of (i) the number of Advance Funding Initial Subscribed Shares issuable to such Advance Funding Subscriber and (ii) the difference between (a) the quotient of the Closing XRP Price and the Signing XRP Price and (b) one.

If the Closing XRP Price is less than or equal to the Signing XRP Price, no Advance Funding Adjustment Shares will be issued.

In addition to the changes reflected by Amendment No.

1 above, on August 12, 2026, Pubco, Pathfinder, the Company and each of SBI Venture Fund 2023A Investment LPS, SBI Venture Fund 2023B Investment LPS, SBI PE Holdings Co., Ltd.

and SBI Holdings USA, Inc.

(collectively, the “SBI Stockholders”), each of which are entities controlled by SBI Holdings, Inc.

(“SBI”), further amended the applicable Advance Funding Subscription Agreements (the “SBI Entity Amendments”).

The purpose of each SBI Entity Amendment is to apply a 39.9% ownership limitation to the shares of Pubco Class A Common Stock issuable in respect of SBI’s Advance Funding Subscription.

At Closing, Pubco will issue in respect of SBI’s subscription (i) the number of shares of Pubco Class A Common Stock that would cause the Subscriber Group Ownership Percentage (as defined in the applicable Advance Funding Subscription Agreement, as amended) to equal 39.9% and (ii) the balance of the Subscribed Shares as shares of Pubco Class C Common Stock.

This allocation will not change the aggregate number of Subscribed Shares, the aggregate Subscription Price or the Per Share Price, which will be identical for shares of Pubco Class A Common Stock and Pubco Class C Common Stock.

The shares of Pubco Class C Common Stock will be convertible into shares of Pubco Class A Common Stock in accordance with the amended and restated Pubco charter.

Delayed Funding Subscription Agreements

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Series C Subscription Agreements

In connection with the execution of the Business Combination Agreement, and together with Pubco and Pathfinder, we 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.

In connection with the execution of the Business Combination Agreement, and together with Pubco and Pathfinder, we 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 (together, the “Series C Subscribed Shares”) 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.

On August 12, 2026, Pubco, Pathfinder, the Company and the New Sponsor entered into Amendment No.

1 to the Series C Subscription Agreement in order to revise the pricing mechanics used to determine the number of Series C Subscribed Shares.

Amendment No.

1 subjects the initial share calculation to a closing-date adjustment if the value of XRP denominated in USD as calculated using the “CME CF XRP-Dollar Reference Rate - New York Variant” benchmark (with the reference ticker XRPUSD_NY) by taking the arithmetic average of the quotes at 4:00 p.m.

New York City time for each of the three days immediately preceding the Closing Date (the “Closing XRP Price”) is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price.

“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.

“Series C Adjustment Shares” means, if the Closing XRP Price is greater than the Signing XRP Price, such number of shares of Pubco Class A Common Stock or Pubco Class C Common Stock equal to the product of (i) the number of Series C Initial Subscribed Shares issuable to the Series C DQ Persons and (ii) the difference between (a) the quotient of the Closing XRP Price and the Signing XRP Price and (b) one.

If the Closing XRP Price is less than or equal to the Signing XRP Price, no Series C Adjustment Shares will be issued.

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%.

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

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.

Our only activities from October 3, 2024 (inception) through June 30, 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.

Subsequent to the Initial Public Offering, we generate non-operating

income in the form of interest income on marketable securities held in the trust account established for the benefit of our public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account established for the benefit of our public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

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 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.

For the three months ended June 30, 2026, we had a net income of $1,625,327, which consisted of interest earned on cash and marketable securities held in Trust Account of $2,129,189, offset by general and administrative costs of $503,862 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 three months ended June 30, 2025, we had a net income of $887,146, which consisted of interest earned on cash and marketable securities held in Trust Account of $982,945, offset by general and administrative costs of $95,799.

For the nine months ended June 30, 2026, we had a net income of $2,152,880, which consisted of $6,536,139 in interest earned on cash and marketable securities held in Trust Account, offset by general and administrative costs of $4,383,259 which mainly consisted 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 June 30, 2025, we had a net income of $840,656, which consisted of interest earned on marketable securities held in Trust Account of $982,945, offset by general and administrative costs of $142,289.

Liquidity, Going Concern and Capital Resources

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

For the nine months ended June 30, 2026, cash used in operating activities was $306,602.

Net income of $2,152,880 was affected by $6,536,139 in interest earned on cash and marketable securities held in the Trust Account.

Changes in operating assets and liabilities provided $4,076,657 of cash for operating activities.

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.

For the period from October 3, 2024 (inception) through June 30, 2025, cash used in operating activities was $282,830.

Net income of $840,656 was affected by interest earned on cash and marketable securities held in the Trust Account of $982,945 and an adjustment to accrued offering costs of $5,000, offset 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, and payment of operating costs through advances from related parties of $808.

Changes in operating assets and liabilities provided $166,833 of cash for operating activities.

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.

As of June 30, 2026, we had marketable securities held in the Trust Account of $241,164,305 (including approximately $6,536,139 of interest income) consisting of money market funds which invests in U.S.

Treasury securities with a maturity of 185 days or less.

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

As of June 30, 2026, we had cash of $54,503.

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.

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No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 22, 2026.

Sheet Arrangements

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

sheet arrangements as of March 31, 2026.

On July 27, 2026, we entered into an unsecured promissory note with Arrington XRP Capital Fund, LP.

As of the date these financial statements were issued aggregate borrowings of $135,000 were outstanding under the note, excluding accrued interest.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

Contractual obligations

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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).

On August 12, 2026, Pubco, Pathfinder and the Company and each Advance Funding Subscriber entered into Amendment No.

1 to the applicable Advance Funding Subscription Agreement in order to revise the pricing mechanics used to determine the number of Advance Funding Shares.

Amendment No.

New York City time on the day immediately preceding the date on which the Business Combination Agreement is signed.

If the Closing XRP Price is less than or equal to the Signing XRP Price, no Advance Funding Adjustment Shares will be issued.

In addition to the changes reflected by Amendment No.

1 above, on August 12, 2026, Pubco, Pathfinder, the Company and each of SBI Venture Fund 2023A Investment LPS, SBI Venture Fund 2023B Investment LPS, SBI PE Holdings Co., Ltd.

and SBI Holdings USA, Inc.

(collectively, the “SBI Stockholders”), each of which are entities controlled by SBI Holdings, Inc.

(“SBI”), further amended the applicable Advance Funding Subscription Agreements (the “SBI Entity Amendments”).

The purpose of each SBI Entity Amendment is to apply a 39.9% ownership limitation to the shares of Pubco Class A Common Stock issuable in respect of SBI’s Advance Funding Subscription.

The shares of Pubco Class C Common Stock will be convertible into shares of Pubco Class A Common Stock in accordance with the amended and restated Pubco charter.

Delayed Funding Subscription Agreements

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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.

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 (together, the “Series C Subscribed Shares”) 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.

On August 12, 2026, Pubco, Pathfinder, the Company and the New Sponsor entered into Amendment No.

1 to the Series C Subscription Agreement in order to revise the pricing mechanics used to determine the number of Series C Subscribed Shares.

Amendment No.

If the Closing XRP Price is less than or equal to the Signing XRP Price, no Series C Adjustment Shares will be issued.

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No agreement for administrative service fees has been entered into with our New Sponsor.

We 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.

We 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.

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

As of June 30, 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 March 31, 2026.

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

No amounts were incurred under this agreement from the period from our inception through June 30, 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.

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

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.

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 June 30, 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.

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We have 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 us.

On July 27, 2026, we entered into an unsecured promissory note with Arrington XRP Capital Fund, LP, pursuant to which the lender may, at its discretion, provide working capital loans to us.

Any amounts borrowed under the note will bear interest at the applicable federal short-term rate in effect at issuance and may be used for our ordinary course administrative expenses.

The note matures upon the earlier of (i) the termination of the Business Combination Agreement or (ii) the closing of the business combination.

We may prepay the note at any time without penalty.

Any outstanding principal and accrued interest will become due and payable upon maturity.

As of the date these financial statements were issued aggregate borrowings of $135,000 were outstanding under the note, excluding accrued interest.

Critical Accounting Estimates

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Accordingly, actual results could materially differ from those estimates.

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

As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Pronouncements

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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