Armada Acquisition Corp II Unit(AACIU) - 2026 Q1 - Quarterly Report

Financial Proceeds - The Initial Public Offering (IPO) generated gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit, including 3 million units from the underwriters' over-allotment option [128]. - The Private Placement raised an additional $7.1 million from the sale of 710,000 units at $10.00 per unit [129]. - Following the IPO and Private Placement, $231.15 million of net proceeds were placed in a trust account, invested in U.S. government securities [131]. - As of December 31, 2025, the company held marketable securities in the Trust Account totaling $236,930,055, which includes approximately $5,780,055 of interest income [162]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [162]. Transaction Costs - Transaction costs for the IPO amounted to $14,413,386, which included a cash underwriting fee of $4.6 million and a deferred underwriting fee of $9.2 million [130]. - The company incurred transaction costs of $14,413,386 related to the IPO, which included $4,600,000 in cash underwriting fees and $9,200,000 in deferred underwriting fees [159]. - An agreement with an advisor includes a cash transaction fee of 1.0% of the consideration upon closing the initial Business Combination [186]. - The Fairness Opinion Fee for CCM is set at $450,000, with $100,000 due upon rendering the opinion and the balance due at the closing of the proposed Business Combination [187]. Business Combination Agreements - The Business Combination Agreement was entered into on October 19, 2025, involving multiple parties including PubCo and Pathfinder [134]. - Advance Funding Subscription Agreements were established for an aggregate of $214.05 million in cash and 600,000 XRP tokens to be issued on the Closing Date [143]. - Delayed Funding Subscription Agreements were also made for an aggregate of $10.5 million in cash and 200,000 XRP tokens [145]. - The New Sponsor agreed to purchase shares of Pubco Class A and Class C Common Stock for a contribution of approximately 211.32 million XRP tokens [146]. - The New Sponsor will forfeit 120,000 Class A Shares and 2,364,000 Class B Shares prior to the Closing Date [139]. - The company has until November 22, 2026, to consummate an initial Business Combination, after which mandatory liquidation may occur if not completed [166]. - The company entered into subscription agreements with Ripple Group Subscribers for an aggregate contribution of 50 million XRP tokens, which will be used to purchase shares of Pubco Class A Common Stock [150]. - The net cash proceeds from the Subscription Agreements, along with SPAC trust account funds, will be allocated for working capital, general corporate purposes, and the purchase of XRP [180]. - Pubco has committed to file a registration statement for the resale of shares within 30 days post-Closing Date, aiming for effectiveness within 75 days [179]. Financial Performance - The company had a net loss of $603,760 for the three months ended December 31, 2025, with general and administrative costs amounting to $2,905,649 [156]. - The company reported cash used in operating activities of $74,031 for the three months ended December 31, 2025 [160]. - The company had cash of $287,074 as of December 31, 2025, intended for identifying and evaluating target businesses [163]. - The Ripple Group Subscribers will collectively own 9.9% of Pubco Class A Common Stock after the Closing Date [176]. Accounting and Reporting - The Company has no long-term debt obligations, with only a monthly fee of $12,000 for administrative services, ceasing upon the initial Business Combination [183]. - The Company has not disclosed any critical accounting estimates as of December 31, 2025 [188]. - Management does not anticipate that recently issued accounting standards will materially affect the condensed financial statements [189]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [190].