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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.