Item 5. Other Information
Item 5. 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.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form10-Q.
No.
Description of Exhibit
2.1
Business Combination Agreement, dated as of October 19, 2025, by and among Armada Acquisition Corp. II, Ever north 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).
2.2 *+
Amendment No. 1 to the Business Combination Agreement, dated as of August 12, 2026, by and among Armada Acquisition Corp. II, Evernorth Holdings Inc., Pathfinder Digital Assets LLC, Armada Merger Sub, Pathfinder Merger Sub, and Ripple Labs Inc.
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)
10.1
Promissory Note, dated July 27, 2026, issued by Armada Acquisition Corp. II to Arrington XRP Capital Fund (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2026).
10.2*
Amendment No. 1 to Series C Subscription Agreement, dated August 12, 2026, by and among Evernorth Holdings Inc., Pathfinder Digital Assets LLC, Arrington XRP Capital Fund, LC and Armada Acquisition Corp II
10.3*
Amendment No. 1 to Sponsor Support Agreement, dated August 12, 2026, by and among Arrington XRP Capital Fund, LP, Armada Acquisition Corp. II and Evernorth Holdings Inc.
10.4*
Form of Amendment No. 1 to Form of Advance Funding Subscription Agreement
10.5*
Amendment No. 1 to Contribution Agreement
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
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
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.
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SIGNATURES
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. II
Date: August 12, 2026
By:
/s/ Taryn Naidu
Name:
Taryn Naidu
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: August 12, 2026
By:
/s/ Kyle Horton
Name:
Kyle Horton
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
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