Armada Acquisition Corp. II enters $135K sponsor note
Armada Acquisition Corp. II entered into an unsecured promissory note with its sponsor, Arrington XRP Capital Fund, LP, on July 27, 2026.
Rhea-AI Filing Summary
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.
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Insights
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8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Initial borrowing under promissory note: $135,000
Warrant exercise price: $11.50 per share
Class A ordinary share par value: $0.0001 per share
+1 more
4 metrics
Initial borrowing under promissory note
$135,000
Amount borrowed on July 31, 2026 under unsecured promissory note with Arrington XRP Capital Fund, LP
Warrant exercise price
$11.50 per share
Each warrant exercisable for one Class A ordinary share at this price
Class A ordinary share par value
$0.0001 per share
Par value of Class A ordinary shares listed on The Nasdaq Stock Market LLC
Business Combination Agreement date
October 19, 2025
Date of Business Combination Agreement that defines the promissory note’s maturity trigger
Key Terms
unsecured promissory note, Applicable Federal Rate, Business Combination Agreement, off-balance sheet arrangement, +1 more
5 terms
unsecured promissory note financial
"entered into an unsecured promissory note (the “Note”) with Arrington XRP Capital Fund, LP"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
Applicable Federal Rate financial
"bear interest at a rate per annum equal to the short-term Applicable Federal Rate as determined"
Business Combination Agreement regulatory
"the termination of the Business Combination Agreement, dated as of October 19, 2025, by and among the Company"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
off-balance sheet arrangement regulatory
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What agreement did Armada Acquisition Corp. II (XRPN) enter into on July 27, 2026?
Armada Acquisition Corp. II entered an unsecured promissory note with its sponsor, Arrington XRP Capital Fund, LP. The note provides working capital funding and is a material definitive agreement reported as creating a direct financial obligation for the company.
How much did Armada Acquisition Corp. II (XRPN) borrow under the new promissory note?
On July 31, 2026, Armada Acquisition Corp. II borrowed $135,000 under the unsecured promissory note. The company may borrow additional amounts at the sponsor’s discretion to fund working capital and ordinary-course administrative expenses.
What interest rate applies to XRPN’s promissory note with Arrington XRP Capital Fund, LP?
Amounts borrowed under the note bear interest at a rate per annum equal to the short-term Applicable Federal Rate, as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, in effect at the time of issuance.
When does Armada Acquisition Corp. II’s (XRPN) promissory note mature?
The note matures upon the earlier of (i) termination of the October 19, 2025 Business Combination Agreement in accordance with its terms, or (ii) consummation of the transactions contemplated by that agreement, when all principal and accrued interest become due.
How can Armada Acquisition Corp. II (XRPN) use the proceeds from the promissory note?
Borrowed amounts under the note may be used for the company’s ordinary course administrative expenses and to provide working capital loans to the company, supporting ongoing corporate and transaction-related activities.
Can Armada Acquisition Corp. II (XRPN) prepay the promissory note without penalty?
Yes. Armada Acquisition Corp. II may prepay the note at any time without penalty. Any outstanding principal and accrued interest become due and payable at maturity if not prepaid earlier.
AI-generated analysis. How Rhea-AI works. Not financial advice.
