Welcome to our dedicated page for Armada Acquisition II SEC filings (Ticker: XRPN), 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. II (XRPN) focuses on regulatory documents related to its activities as a special purpose acquisition company and its proposed business combination with Evernorth Holdings Inc. Public statements explain that Armada II and Evernorth intend to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission. This Registration Statement is expected to include a preliminary proxy statement of Armada II and a prospectus of Evernorth, together referred to as the proxy statement/prospectus.
Through this page, investors can review how Armada II describes its business as a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Once available on EDGAR, the Form S-4 and related proxy materials will outline the terms of the proposed business combination, the structure of the private placement transactions, and the risks associated with the proposed transactions.
Stock Titan enhances access to these filings by providing real-time updates as new documents are posted to EDGAR and by offering AI-powered summaries that explain the key points of lengthy filings in plain language. For Armada II, this can help readers quickly understand sections of the Form S-4, including descriptions of the proposed combination with Evernorth, the treatment of Armada II Class A shares, and disclosures about risk factors.
In addition to registration statements and proxy materials, this page can surface other SEC reports filed by Armada II, such as its prospectus and periodic reports referenced in public press releases. Where applicable, users can also review insider-related filings and governance disclosures, with AI-generated highlights to clarify complex regulatory language.
Armada Acquisition Corp. II (XRPN) is asking shareholders to approve a business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc. via a new Nevada holding company, Evernorth Holdings Inc. Pubco is registering up to 34,499,992 shares of Class A common stock and 11,499,992 warrants in connection with the transaction.
The structure includes a Cayman‑to‑Delaware SPAC Domestication, dual mergers (SPAC Merger and Company Merger), and multiple PIPE-style financings funded with cash and XRP tokens. Ripple has contributed significant XRP and several investor groups are subscribing for Pubco shares, some subject to ownership caps and multi‑class stock allocations (Class A and non‑voting economic Class C).
Assuming no redemptions and specified XRP and SPAC share prices, Public Shareholders are expected to own about 48.5% of Pubco Class A, with the Advance Funding Subscribers 20.0%, Sponsor 19.9%, Ripple 7.1%, Delayed Funding Subscribers 1.0% and a Contributor Related Party Entity 2.8%. The SPAC board unanimously recommends voting “FOR” all proposals, supported by a fairness opinion on the exchange ratio. Shareholders may redeem Public Shares for cash (estimated $10.52 per share as of August 20, 2026) subject to procedural limits and a 20% cap per group.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of Class A common stock of Armada Acquisition Corp. II. Through funds and managed accounts it advises, Meteora Capital reports beneficial ownership of 1,985,659 shares, representing 8.37% of the outstanding Class A common stock as of the reporting date.
The reporting persons have no sole voting or dispositive power over these shares; all 1,985,659 shares are subject to shared voting and shared dispositive power. The statement specifies that it should not be construed as an admission that any reporting person is the beneficial owner for all purposes.
Armada Acquisition Corp. II has an updated ownership report from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. They report beneficial ownership of 1,100,000 Class A ordinary shares, representing 4.3% of the class, based on 25,522,000 shares outstanding as of May 4, 2026. The shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah overseeing its general partner, resulting in shared voting and dispositive power over these shares. The reporting persons state they may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of any pecuniary interest.
Armada Acquisition Corp. II describes a proposed business combination with Evernorth Holdings Inc., Pathfinder Digital Assets LLC and Ripple Labs Inc., effected through a Business Combination Agreement. Evernorth (“Pubco”) would be the public parent, with related Private Placement Transactions and other contemplated deals.
Evernorth filed a Registration Statement on Form S-4 on March 18, 2026, which is not yet effective and includes a preliminary proxy statement/prospectus for SPAC shareholders. The communication emphasizes that it is not an offer of securities and contains extensive forward‑looking statements warnings, highlighting risks around deal completion, regulatory changes affecting digital assets, XRP price volatility, shareholder redemptions and meeting listing standards.
Armada Acquisition Corp. II, a Cayman Islands SPAC, reported total assets of $241.3 million as of June 30, 2026, almost entirely in a Trust Account of $241.2 million backing 23,000,000 Class A public shares subject to redemption.
For the nine months ended June 30, 2026, Armada generated net income of $2.15 million, driven by $6.54 million of interest on Trust investments, while general and administrative costs totaled $4.38 million. Operating cash flow was negative, and the company had a working capital deficit of $5.29 million.
The SPAC has until November 22, 2026 to complete its initial business combination, primarily a multi-step merger with Pathfinder Digital Assets and Ripple-related entities that will create a Nevada “Pubco” with multiple share classes. Management states that the looming liquidation deadline and limited liquidity raise substantial doubt about the ability to continue as a going concern.
The transaction structure includes a Sponsor Support Agreement with significant potential forfeiture of sponsor shares and warrants tied to XRP pricing, and several PIPE subscription agreements providing up to $224.55 million in cash plus large XRP contributions that will fund Pubco, subject to closing conditions and ownership caps for key investors.
Armada Acquisition Corp. II entered into an unsecured promissory note with its sponsor, Arrington XRP Capital Fund, LP, on July 27, 2026. On July 31, 2026 the company borrowed $135,000 under this note and may draw additional amounts at the sponsor’s discretion for ordinary-course administrative and working capital needs.
Borrowings bear interest at the short-term Applicable Federal Rate determined under Section 1274(d) of the Internal Revenue Code in effect at issuance. The note matures upon the earlier of termination of the October 19, 2025 Business Combination Agreement or consummation of the transactions contemplated by that agreement. The company may prepay at any time without penalty, with all outstanding principal and accrued interest due at maturity.
Armada Acquisition Corp. II filed its quarterly report showing it remains a pre‑revenue SPAC focused on completing a business combination. As of March 31, 2026, total assets were $239.3 million, including $239.0 million in a Trust Account invested mainly in U.S. government securities, while cash outside the trust was $88,640 and working capital was in deficit.
The company reported net income of $1.1 million for the quarter and $0.5 million for the six months, driven by $2.1 million and $4.4 million of interest on trust investments that offset general and administrative costs. All 23,000,000 Class A public shares are classified as redeemable at approximately $10.39 per share.
Armada has a Business Combination Agreement with Evernorth Holdings, Pathfinder Digital Assets and Ripple Labs that would result in a new publicly traded “Pubco,” supported by multiple subscription agreements for cash and XRP contributions. Management discloses substantial doubt about its ability to continue as a going concern if no business combination is completed by November 22, 2026, when it must liquidate and return trust funds to public shareholders.
W. R. Berkley Corporation reported beneficial ownership of 1,233,735 Class A ordinary shares of Armada Acquisition Corp. II, representing 5.2% of the class (CUSIP G0R38G104). The filing lists shared voting and dispositive power over these 1,233,735 shares.
The disclosure is a Schedule 13G filing that identifies Berkley Insurance Company as holding the same 1,233,735 share position under shared power. Signatures by Richard M. Baio appear on the form.
Armada Acquisition Corp. II reports a Schedule 13G/A disclosing a 2,281,240-share position in Class A Common Stock, representing 9.62% of the class as shown in the filing. The filing states Meteora Capital, LLC is the investment manager for the Meteora Funds and that shared voting and dispositive power over these 2,281,240 shares is held collectively. Vik Mittal is identified as the managing member of Meteora Capital and signed the amendment.
Armada Acquisition Corp. II received an updated Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting significant ownership of its Class A ordinary shares.
The reporting persons disclose beneficial ownership of 2,185,000 Class A shares, representing 9.2% of the class. The shares are held in the form of units by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah in a controlling role over its general partner.
They report no sole voting or dispositive power, but shared voting and dispositive power over the same 2,185,000 shares. The ownership percentage is calculated using 23,710,000 shares outstanding as of December 31, 2025, as stated in the issuer’s 10-Q. The filing stresses that the securities are not held to change or influence control of the company and includes standard disclaimers that each reporting person only admits beneficial ownership to the extent of their pecuniary interest.