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Armada Acquisition Corp. II (XRPN) reported that Evernorth Holdings Inc. (“Pubco”) entered into a note purchase agreement with NH Investment & Securities Co., as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3. Under this agreement, Pubco agreed to issue $30.0 million aggregate principal amount of 4.00% Convertible Senior PIK Notes due 2031, with closing conditioned upon and expected to occur concurrently with the closing of their previously announced business combination.
The business combination among Armada Acquisition Corp. II, Pubco, Pathfinder Digital Assets LLC, Ripple Labs Inc. and related parties is expected to close in the fourth quarter of 2026. Pubco’s registration statement on Form S-4 for the proposed transactions was declared effective on August 27, 2026, and a definitive proxy statement/prospectus was mailed to Armada shareholders of record as of August 20, 2026 for voting on the business combination and related matters.
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, 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.
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 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.
Harraden Circle Investments, LLC and affiliated funds have fully exited their position in Armada Acquisition Corp. II. In Amendment No. 1 to Schedule 13G, the reporting persons state they beneficially own 0 shares of Class A common stock, representing 0% of the class, as of 12/31/2025.
The filing lists several Harraden entities and Frederick V. Fortmiller, Jr. as reporting persons and confirms this is an exit filing, noting they have ceased to be beneficial owners of more than five percent of the issuer’s outstanding Class A common stock. The certification also states the securities were not acquired or held for the purpose of changing or influencing control of the company.
Armada Acquisition Corp. II, a SPAC listed on Nasdaq, filed its quarterly report for the three months ended December 31, 2025. The company holds $236.9 million in its trust account while regular cash was $287,074, leaving a working capital deficit of $3.8 million.
General and administrative costs were $2.9 million, largely offset by $2.3 million of interest income on trust investments, resulting in a net loss of $0.6 million. Shareholders’ deficit was $13.1 million, driven mainly by SPAC structure and accretion of redeemable Class A shares.
On October 19, 2025, Armada signed a Business Combination Agreement with Evernorth Holdings, Pathfinder Digital Assets and Ripple-related entities, under which Evernorth will become the public parent company. Multiple subscription agreements contemplate large PIPE investments funded in cash and XRP tokens. Management discloses substantial doubt about its ability to continue as a going concern if no business combination is completed by November 22, 2026.