It seems like you've provided a financial report document, specifically a 10-Q filing, which is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). Since there is no article title provided, I'll assume you'd like me to generate a title based on the content of the report. However, please note that 10-Q reports typically do not have article titles, as they are formal financial documents. Instead, they contain financial statements, management's discussion and analysis, and other regulatory disclosures. If you could provide more context or information about the report, I may be able to help you generate a title or provide a summary of the report's content.
It seems like you've provided a financial report document, specifically a 10-Q filing, which is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). Since there is no article title provided, I'll assume you'd like me to generate a title based on the content of the report. However, please note that 10-Q reports typically do not have article titles, as they are formal financial documents. Instead, they contain financial statements, management's discussion and analysis, and other regulatory disclosures. If you could provide more context or information about the report, I may be able to help you generate a title or provide a summary of the report's content.
I apologize, but it seems that you haven’t provided a financial report (10-Q) for me to summarize. A 10-Q is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). If you provide the report, I’d be happy to help you summarize it in a single paragraph, focusing on key financial figures, main events, and significant developments.
Overview
We are a blank check company incorporated on October 3, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet selected. We may pursue a Business Combination in any industry or sector.
On August 12, 2025, our original sponsor, Armada Sponsor II LLC, sold its equity interests in the company to our new sponsor. Following this transaction, our new sponsor owns all of the company’s equity interests previously held by the original sponsor, including 100% of the company’s Class B ordinary shares, and has the power to appoint all members of the board of directors.
We completed our initial public offering on May 22, 2025, raising $230 million by issuing 23 million units at $10 per unit. Simultaneously, we completed a private placement of 710,000 units at $10 per unit, raising an additional $7.1 million.
The net proceeds from the IPO and private placement were placed in a trust account, to be used for our initial business combination. We have until November 22, 2026 to complete a business combination. If we are unable to do so, we will liquidate and return the funds to our public shareholders.
Proposed Transactions
On October 19, 2025, we entered into a business combination agreement with PubCo, Armada Merger Sub, Pathfinder, Pathfinder Merger Sub, and Ripple. This agreement was subsequently amended on August 12, 2026 to revise certain economic terms.
The key elements of the proposed transactions are:
- Armada Delaware will merge with Armada Merger Sub, with Armada Delaware as the surviving company.
- At least two hours later, Pathfinder Merger Sub will merge with Pathfinder, with Pathfinder as the surviving company.
- As a result, PubCo will become a publicly traded company.
Concurrently, we have entered into various subscription agreements for private placements of PubCo stock and Pathfinder units, including:
- Advance Funding Subscription Agreements for $214.05 million in cash and 600,000 XRP tokens
- Delayed Funding Subscription Agreements for $10.5 million in cash and 200,000 XRP tokens
- A Series C Subscription Agreement with our sponsor for 211,319,096.061435 XRP tokens
- Ripple Group Subscription Agreements for 50 million XRP tokens
The closing of these transactions is subject to various conditions, including obtaining shareholder approvals.
Results of Operations
We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks and preparing for the IPO.
For the three months ended June 30, 2026, we had net income of $1.6 million, consisting of $2.1 million in interest income from the trust account, offset by $0.5 million in general and administrative expenses.
For the nine months ended June 30, 2026, we had net income of $2.2 million, consisting of $6.5 million in interest income, offset by $4.4 million in general and administrative expenses.
The interest income is generated from the funds held in the trust account, which were $241.2 million as of June 30, 2026. The general and administrative expenses primarily consist of legal, accounting, and other professional fees related to the proposed business combination.
Liquidity, Going Concern and Capital Resources
As of June 30, 2026, we had $54,503 in cash outside the trust account to fund our operations. We intend to use these funds primarily for identifying and evaluating potential target businesses, performing due diligence, and negotiating a business combination.
We may need to obtain additional financing to complete a business combination, either from our sponsor, officers, directors, or third parties. If we are unable to raise sufficient additional capital, we may be required to take measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a transaction, and reducing overhead.
We have until November 22, 2026 to complete an initial business combination. If we are unable to do so, we will be required to liquidate. Management has determined that this liquidity condition and potential mandatory liquidation raises substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements and Contractual Obligations
We have entered into various subscription agreements and other contracts related to the proposed business combination, including:
- Advance Funding Subscription Agreements for $214.05 million
- Delayed Funding Subscription Agreements for $10.5 million
- A Series C Subscription Agreement with our sponsor for 211,319,096.061435 XRP tokens
- Ripple Group Subscription Agreements for 50 million XRP tokens
We have also agreed to pay deferred underwriting commissions of $9.2 million to the underwriters of our IPO, contingent upon completion of the business combination.
Additionally, we have an unsecured promissory note with Arrington XRP Capital Fund, LP, under which we had borrowed $135,000 as of the date the financial statements were issued.
Aside from these arrangements, we do not have any other long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.
Critical Accounting Estimates and Recent Accounting Pronouncements
As of June 30, 2026, we did not have any critical accounting estimates to disclose. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on our financial statements if currently adopted.