Welcome to our dedicated page for Armada Acquisition Ii SEC filings (Ticker: AACI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Armada Acquisition Corp. I (AACI) provides access to the company’s regulatory disclosures as a special purpose acquisition company in the financial services sector. As a SPAC, Armada Acquisition Corp. I files reports that describe its capital structure, trust account, and progress toward identifying and completing a business combination.
Key documents for AACI include its registration statement and prospectus related to the initial public offering of units on the Nasdaq Global Market, where each unit consisted of one share of common stock and one-half of one redeemable warrant. These filings outline the company’s purpose as a blank check company and its stated focus on potential targets in the financial technology industry, including businesses involved in digital and mobile payment solutions, processing and gateway services, point-of-sale technology, consumer engagement platforms, and ecommerce or loyalty solutions.
Subsequent filings and current reports on Form 8-K describe material events such as the signing of a definitive business combination agreement with Rezolve AI Limited, the filing of a registration statement on Form F-4 in connection with that proposed transaction, and later the closing of the business combination. These documents provide detailed information about the structure of the transaction, the securities to be issued, and the expectation that the combined company’s common shares and warrants would trade on Nasdaq under new ticker symbols associated with Rezolve AI Limited.
Through this filings page, users can follow the regulatory history of AACI from its IPO through its role in the Rezolve AI Limited business combination. Filings made available via the SEC’s EDGAR system allow readers to review the terms of the SPAC structure, shareholder voting and redemption mechanics described in proxy materials, and other disclosures related to the transaction process.
Armada Acquisition Corp. II furnished an update that Evernorth Holdings Inc. confidentially submitted a draft registration statement on Form S-4 to the SEC, a step toward their proposed business combination. The submission is tied to a plan to take Evernorth public through Armada II.
The press release notes the transaction is expected to close in Q1 2026, subject to customary conditions and Armada II shareholder approval. It also references recent news that the resulting company has raised over
Armada Acquisition Corp. II (AACI) reported that Evernorth Holdings Inc. (“Pubco”) has confidentially submitted a draft registration statement on Form S-4 to the SEC. The Form S-4 will include a preliminary proxy statement for AACI and a prospectus for Pubco in connection with a proposed business combination and related private placement transactions.
The disclosure was furnished under Item 7.01 and is not deemed filed. The companies plan to mail a definitive proxy statement/prospectus to AACI shareholders as of a record date to be established. The filing reiterates that no offer or sale of securities is being made by this notice and that the SEC has not approved or disapproved the transactions. AACI’s listed securities include units (XRPNU), Class A shares (XRPN), and warrants (XRPNW) exercisable for one Class A share at an exercise price of $11.50 per share.
Armada Acquisition Corp. II and Evernorth set the Signing XRP Price at $2.36609, calculated from the CME CF XRP-Dollar Reference Rate on the day before the Business Combination Agreement was signed. Separately, Evernorth purchased 84,365,876.3625 XRP at an average price of $2.53657058 per XRP using proceeds from advance funding subscriptions.
The transaction framework includes multiple XRP- and cash-based subscriptions: investors committed
Armada Acquisition Corp. II (AACI)$2.36609, calculated using the CME CF XRPUSD_NY benchmark as of the day before signing.
Separately, Pubco purchased 84,365,876.3625 XRP using cash from previously arranged Advance Funding Subscription Agreements at an average price of $2.53657058 per XRP. Earlier agreements include $214.05 million in cash and 600,000 XRP under Advance Funding, a Series C contribution of 211,319,096.061435 XRP from Arrington XRP Capital Fund, a Ripple affiliate’s contribution of 50,000,000 XRP, and a Ripple contribution agreement of 126,791,458 XRP for Company Units exchangeable into Pubco Class A shares at closing. SPAC and Pubco plan to file a Form S-4 with a proxy/prospectus for shareholder approval.
Armada Acquisition Corp. II announced that its Nasdaq tickers will change from AACI/AACIU/AACIW to XRPN/XRPNU/XRPNW. The company also outlined next steps for its proposed business combination, stating that SPAC and Pubco intend to file a Form S-4 that will include a proxy statement/prospectus for shareholders to vote on the transaction.
The communication emphasizes that no securities are being offered by this notice and that any future sales would require registration or a valid exemption. It also notes that forward‑looking statements involve risks, including potential delays, shareholder approvals, listing standards, market conditions for digital assets such as XRP, and redemption levels. Once available, the S-4 and proxy materials will be accessible on the SEC’s website and from the parties upon request.
Armada Acquisition Corp. II announced that its Nasdaq tickers will change to XRPN (shares), XRPNU (units) and XRPNW (warrants) at the open on October 30, 2025. The change is tied to a previously announced Business Combination Agreement involving Pathfinder Digital Assets LLC and Evernorth Holdings Inc.
The company said completion of the business combination remains subject to shareholder approval and other customary closing conditions, with closing expected in the first quarter of 2026. In an accompanying press release, Armada II highlighted a strategy centered on XRP and stated the new company has raised over $1 billion in gross proceeds to fund open‑market XRP purchases. Standard cautionary and forward‑looking statements emphasize risks including approvals, listing standards, redemptions, and digital asset market volatility.
Armada Acquisition Corp. II announced that its Nasdaq ticker symbols will change in connection with its pending business combination. The Class A ordinary shares, units and public warrants will switch from “AACI,” “AACIU,” and “AACIW” to “XRPN,” “XRPNU,” and “XRPNW” at the opening of trading on October 30, 2025.
The changes relate to a Business Combination Agreement entered on October 19, 2025 among the SPAC, Pathfinder Digital Assets LLC, Evernorth Holdings Inc. (“Pubco”) and other parties. Completion of the business combination remains subject to shareholder approval and other customary closing conditions and is expected to close in the first quarter of 2026. A press release was furnished as Exhibit 99.1, and SPAC and Pubco intend to file a Form S-4 with a proxy/prospectus for shareholders.
Armada Acquisition Corp. II filed a Rule 425 communication regarding its October 19, 2025 Business Combination Agreement with Evernorth Holdings Inc., Pathfinder Digital Assets LLC, related merger subsidiaries, and Ripple Labs Inc.
The parties plan to file a Form S-4 that will include a proxy statement/prospectus for shareholder voting on the Business Combination and certain private placements as part of the Proposed Transactions. The communication notes that securities to be issued are not registered under the Securities Act and may only be offered or sold pursuant to registration or a valid exemption.
It also contains forward-looking statements and outlines risks that will be detailed in the forthcoming Proxy Statement/Prospectus and related SEC filings.
Arrington XRP Capital Fund, LP and Arrington Capital Management, LLC report beneficial ownership of Armada Acquisition Corp. II securities. The Sponsor directly holds 400,000 Class A ordinary shares and warrants for 200,000 Class A shares exercisable at $11.50. The filing also reports 7,880,000 Class A ordinary shares underlying Class B ordinary shares that convert one-for-one into Class A shares, subject to anti-dilution adjustments. Arrington Capital Management, LLC is identified as the Sponsor's controller and disclaims beneficial ownership except for its pecuniary interest. The amendment adds Arrington Capital Management, LLC as a reporting person and restates the original Form 3 in full.
Harraden Circle and affiliated entities reported collective beneficial ownership of 1,206,800 shares of Armada Acquisition Corp. II Class A common stock, representing 5.09% of the class. The holdings reported are shared voting and dispositive power only; no sole voting or dispositive power is claimed.
The filing lists the reporting persons (Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr.) and explains the manager/general partner relationships through which indirect ownership is attributed. The filing certifies the shares were not acquired to influence control of the issuer.