ambc-20260106

Exhibit 99.1

ArmadaCorp Capital, LLC and Subsidiaries

D/B/A Armada Global

Unaudited Consolidated Financial Statements

September 30, 2025

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

INDEX TO FINANCIAL STATEMENTS


			Page #

Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024			3
Consolidated Statements of Income for the nine months ended September 30, 2025 and 2024 (unaudited)			4
Consolidated Statements of Changes In Member’s Equity for the nine months ended September 30, 2025 and 2024 (unaudited)			5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)			6
Notes to the Consolidated Financial Statements (unaudited)			7

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

Consolidated Balance Sheets


	Unaudited
(Amounts in thousands)	9.30.2025		12.31.2024
Assets
Current Assets
Cash and cash equivalents	$	4,116	$	2,403
Restricted cash	19,516		15,853
Accounts receivable and other receivables, net	7,171		3,875
Current portion of prepaid commissions	401		417
Current portion of prepaid expenses, other	186		457
Total current assets	31,390		23,005
Property and equipment
Office furniture and equipment, net	2		5
Computer equipment, net	102		81
Property and equipment, net	104		86
Other Assets
Prepaid commissions, net of current portion	1,089		931
Other prepaid expenses, net of current portion	—		81
Right-of-use assets	1,516		1,762
Software, net	396		220
Trademarks	208		208
Deposits	2		2
Total Other Assets	3,211		3,204
Total Assets	$	34,705	$	26,295
Liabilities and Member’s Equity
Current Liabilities
Accounts payable to insurance companies and customers	$	19,516	$	15,853
Lease liabilities, current portion	308		355
Accrued expenses, current portion	4,911		4,123
Total Current Liabilities	24,735		20,331
Other Liabilities
Lease liabilities, net of current portion	1,409		1,625
Accrued expenses, net of current portion	0		462
Total Other Liabilities	1,409		2,087
Total Liabilities	26,144		22,418
Commitments and Contingent Liabilities (See Note 4)
Member’s Equity
Member’s equity	8,561		3,877
Total Member’s Equity	8,561		3,877
Total Liabilities and Member’s Equity	$	34,705	$	26,295

See accompanying notes to the unaudited consolidated financial statements.

ARMADA CORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

Unaudited Consolidated Statements of Income


	For the nine months ended
(Amounts in thousands)	9.30.2025		9.30.2024
Revenue	$	33,404	$	31,963
Operating Expenses
Cost of sales	2,539		2,398
Compensation and benefits	10,965		10,222
Information technology	1,246		1,249
Professional services	675		677
Depreciation and amortization	63		152
Marketing and sales promotion	666		502
Travel and entertainment	331		399
Occupancy	393		343
Administrative	347		361
Total Operating Expenses	17,225		16,303
Income From Operations	16,179		15,660
Other (expense) income
Gain/loss on disposal of assets	—		1
Profit sharing expense	—		—
Rental income	—		—
Investment interest income	5		2
Net Income	$	16,184	$	15,663

See accompanying notes to the unaudited consolidated financial statements.

ARMADA CORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

Unaudited Consolidated Statements of Changes In Member’s Equity


(Amounts in thousands)
Balance, January 1, 2024	$	3,016
Net income through September 30, 2024	15,663
Dividends	(11,600)
Balance, September 30, 2024	7,079
Net Income Q4 2024	1,446
ArmadaHealth profits interest write-off	(248)
Distributions	(4,400)
Balance, December 31, 2024	3,877
Net income	16,184
Distributions	(11,500)
Balance, September 30, 2025	$	8,561

See accompanying notes to the unaudited consolidated financial statements.

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

Unaudited Consolidated Statements of Cash Flows


	For the nine months ended
(Amounts in thousands)	9.30.2025		9.30.2024
Cash Flows from Operating Activities
Net income	$	16,184	$	15,663
Adjustments to reconcile net income to net cash and restricted cash provided by operating activities:
Depreciation and amortization	63		152
Gain/loss on disposal of assets	—		(1)
Non-cash change in right-of-use assets	246		239
Changes in operating assets and liabilities:
Accounts receivable and other receivables	(3,297)		(3,370)
Prepaid commissions	(142)		122
Prepaid expenses	352		—
Deposits	—		—
Accrued expenses	326		(509)
Accounts payable to insurance companies and customers	3,664		2,442
Lease liabilities	(263)		(27)
Net Cash and Restricted Cash Provided by Operating Activities	17,133		14,711

Cash Flows from Investing Activities
Net payments related to fixed asset purchases	(57)		(66)
Payments related to custom software	(200)		(161)
Net Cash and Restricted Cash Used in Investing Activities	(257)		(227)

Cash Flows from Financing Activities

Distributions paid to Member	(11,500)		(11,600)
Net Cash and Restricted Cash Used in Financing Activities	(11,500)		(11,600)

Increase in Cash and Restricted Cash	5,376		2,884
Cash and Restricted Cash, beginning of year	18,256		13,985
Cash and Restricted Cash, end of year	$	23,632	$	16,869

See accompanying notes to the unaudited consolidated financial statements.

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

Notes to the Unaudited Consolidated Financial Statements

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

ArmadaCorp. Capital, LLC was formed as a limited liability company under the Maryland Limited Liability Company Act on November 20, 2003, as Benefits Advisory Services, LLC, which was renamed to ArmadaCorp Capital, LLC (“ACC”) on January 31, 2005. ACC operates through its three subsidiaries; ArmadaHealth, LLC, ArmadaCare, LLC and Armada Administrators, LLC. Effective October 31, 2016, ACC assigned its interest in ACC to Armada Enterprises, LLC (AE), a Maryland limited liability company, which was formed as a holding company for ACC and was an entity under common control. On April 3, 2017, ACC sold 100% of its interest in ACC to Sirius International Insurance Group, LTD (Sirius), an unrelated third party. On February 26, 2021, Sirius was acquired by Third Point Reinsurance Ltd. (“Third Point”), an unrelated third party. Upon completion of the acquisition, Third Point changed its name to SiriusPoint Ltd. (“SiriusPoint”).

SiriusPoint referred to in the financial statements as Member. On October 31, 2025, Ambac Financial Group, Inc. (“Ambac”), an insurance holding company, acquired ACC from SiriusPoint. On November 10, 2025, Ambac changed its name to Octave Specialty Group Inc. (Octave).

ArmadaHealth, LLC (“AH”) was a wholly owned subsidiary of ACC and was organized as a limited liability company under the laws of the State of Maryland pursuant to Articles of Organization effective March 14, 2005. On December 4, 2024, AH was 100% merged into ACC.

ArmadaCare, LLC (“AC”) is a wholly owned subsidiary of ACC and was organized as a limited liability company under the laws of the State of Maryland pursuant to Articles of Organization effective March 14, 2005.

Armada Corp, doing business as Armada Administrators, was incorporated under Maryland law pursuant to Articles of Incorporation effective January 1, 2005, and was reorganized under the Maryland Limited Liability Company Act on April 1, 2015, and changed its name to Armada Administrators, LLC (“AA”). Effective January 1, 2016, AA’s members contributed its ownership interests in AA to ACC.

ACC and Subsidiaries do business as Armada Global (the “Company”) and operate as an insurance and healthcare services company, managing general agent and underwriter for insurance carriers that distribute specialty employee benefit products, and a provider of third party administration services. The Company has developed proprietary insurance products called Ultimate Health, ComplaMed, Plena Health, BeneBoost, and WellPak. The Company also operates as a health data science and services company that empowers consumers to gain access to the right doctor and receive the care they deserve. The Company has proprietary solutions that combine big data and expert clinical insights into an intelligence platform that is used to solve root causes of healthcare access problems. Commercial services are provided to insurance carriers and consist of providing enrollment, premium billing, claims administration and customer service to their fully insured policyholders. These policyholders are located throughout the United States of America.

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

Assets and Liabilities and Member’s Salary

In accordance with generally accepted methods of presenting limited liability company financial statements, the accompanying consolidated financial statements do not include the assets and liabilities of the Member, including its obligation for income taxes on its distributive share of the net income or loss of the limited liability company. The expenses shown in the accompanying consolidated statements of income do not include any salaries related to the Member.

Basis of Accounting

These unaudited Consolidated Financial Statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and note disclosures required by U.S. GAAP for complete consolidated financial statements.

These unaudited Consolidated Financial Statements reflect all adjustments that are normal and recurring in nature necessary for a fair statement of the Company’s financial position as of September 30, 2025, its results of operations for the nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s annual financial statements for the year ended December 31, 2024. The Consolidated balance sheet data as of December 31, 2024 was derived from audited financial statements.

Comprehensive Income

As the Company’s operations do not give rise to other comprehensive income, net income is equivalent to comprehensive income.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ACC and Subsidiaries. Intercompany transactions are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations

For the nine months ended September 30, 2025 and 2024, 95.1% and 94.4% of the Company’s revenue was derived from the premiums paid by the customers of two insurance carriers (Transamerica Life Insurance Company and SiriusPoint America Insurance Company), respectively. Transamerica Life Insurance Company and SiriusPoint America Insurance Company (“the insurance carriers”) are the Company’s customers. The Company earns a percentage of premiums collected on behalf of these insurance carriers. For the nine months ending September 30, 2025 and 2024, revenue derived from Transamerica Life Insurance Company represented 54.7% and 58.4% of the Company’s revenue,

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

respectively. For the nine months ending September 30, 2025 and 2024, revenue derived from SiriusPoint America Insurance Company represented 40.4% and 36.0% of the Company’s revenue, respectively.

Financial Credit Risk

The Company maintains its cash in bank deposit accounts which are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor. The Company periodically maintains cash balances in excess of FDIC coverage. Management considers this to be a normal business risk.

Restricted Cash

In its capacity as an administrator, the Company collects premiums from customers and remits these premiums to insurance carriers. Unremitted insurance premiums are held in a custodial capacity by the Company until the required disbursement date and are restricted as to use by the law in the states where the Company operates. Various state agencies regulate third party administrators and provide specific requirements that limit the type of investments that may be made with such funds. The Company has received funds advanced by insurance carriers to be used for the payment of incoming claims. These unremitted amounts and advanced funds, net of claims paid, are reported as restricted cash in the accompanying balance sheets, with the related liability included in accounts payable to insurance companies and customers.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable for billed services represents commission amounts due to the Company from the insurance carriers, as a result of premiums billed to insureds but not yet collected. Based on its current experience, the Company determines if an allowance for estimated losses resulting from amounts deemed to be uncollectible is necessary. Given the Company’s history of very limited uncollected premium and fees, the Company's allowance for estimated losses was $0 as of September 30, 2025 and December 31, 2024.

Accounts receivable and other receivables, net consisted of the following:


	9.30.2025		12.31.2024
Unbilled services	$	6,837	$	3,616
Billed services	334		259
Total Accounts Receivable and other receivables, net	$	7,171	$	3,875

Property and Equipment

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

in the consolidated statement of income for the respective period. The cost of property and equipment is depreciated and amortized using the straight-line method over the following estimated useful lives:


Office furniture and equipment			5 years
Computer equipment			3 years
Leasehold improvements			Lesser of useful life or remaining lease term

Repairs and maintenance charges are expensed as incurred.

Leases

The Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of September 30, 2025 and December 31, 2024, the Company did not have any finance leases.

Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of the minimum lease payments over the lease term. The Company utilizes certain practical expedients and policy elections available under Topic 842. Leases with an initial term of 12 months or less are not recognized on the balance sheet. Additionally, the Company has elected not to separate lease components from non-lease components for all asset classes. Non-lease components that are not fixed are expensed as incurred as variable lease costs. The Company uses the incremental borrowing rate based on information available at the commencement date in determining the present value of future lease payments. The rate is an estimate of the collateralized borrowing rate the Company would incur on future lease payments over a similar term.

The Company leases office space under non-cancelable operating lease agreements. Topic 842 requires that operating leases recognize expense on a straight-line basis over the lease term. The lease term begins on the date the Company has the right to use the leased property. Lease terms may include options to extend or terminate the lease. These options are included in the ROU asset and lease liability when its reasonably certain that the option will be exercised. The Company’s lease agreements do not contain residual value guarantees or covenants.

Valuation of Long-Lived Assets

The Company accounts for the valuation of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. As of September 30, 2025 and December 31, 2024, management did not believe any long-lived assets or identifiable intangible assets were impaired. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to sell. As of September 30, 2025 and December 31, 2024, management has not identified any assets as being held for disposal.

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

Software

The Company capitalizes internally developed proprietary software costs (“software”) related to product technology in accordance with ASC 350-40, Internal Use Software. During the software application development stage, capitalized costs include cost of software licenses and external consulting costs.

Upgrades and enhancements are capitalized if they are material and result in added functionality, which enables the software to perform tasks it was previously incapable of performing.

Software maintenance, training, and data conversion costs incurred prior to the achievement of technological feasibility and business process reengineering costs are expensed in the period in which they are incurred.

Software development costs for each product are amortized using the straight-line method over the remaining estimated economic life of the product, which is anticipated to be two years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying values of the assets may not be recoverable. There was no impairment during the periods ending September 30, 2025 and December 31, 2024.

Revenue Recognition

The Company follows guidance under ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes commission revenue of the specialty employee benefit products and associated underwriting service of writing and placing the policy on the policy effective date. The Company’s customers are the insurance carriers and the Company’s commission revenue represents a percentage of premiums collected on behalf of the insurance carriers. This commission revenue is appropriately classified as revenue in the consolidated statements of income derived from policies with affiliates or policies with non-affiliates, depending on the policyholder’s insurance carrier. SiriusPoint America Life Insurance Company, one of the two insurance carriers, is both a customer of the Company and an affiliate (see Note 3). Specialty employee benefit product customers are billed on a monthly basis on behalf of the insurance carriers throughout the duration of their policy period. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of September 30, 2025 totaled $6,837 all of which the company expects to collect in the next 12 months. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2024 totaled $3,616, all of which the Company expects to bill and collect during 2025.

The Company also follows guidance under the Subtopic 340-40, Other Assets and Deferred Costs —Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. The Company has determined commissions paid to sales representatives for the sale of new policies qualify as incremental costs under ASC 606 and therefore are capitalizable upon obtaining the contract and amortized to expense over the estimated average customer life of 7 years, included in prepaid expenses in the consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the prepaid amounts totaled $1,491 and 1,348, respectively.

The Company bills customers on behalf of the insurance carriers in advance of the premium coverage date and premium due date (“effective date”). Trade receivables, any related premium payable to

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

insurance carriers and revenue for administration are recorded on the date the Company has the contractual right to receive the revenue, which is generally the later of the billing date or the effective date of the policy installments. Prebilled amounts collected from customers, but not yet submitted to the insurance carriers, are segregated from the Company’s operating cash account. The portion of the Company’s cash representing amounts collected from customers but not yet submitted to the insurance carriers or the Company, as well as amounts held by the Company on behalf of the insurance carriers to fund claims, totaled $19,516 and as of September 30, 2025, and $15,853 as of December 31, 2024. The amounts are included in restricted cash on the accompanying consolidated balance sheets.

Adjustments to revenue relating to additions and terminations are recorded in the month that such additions and terminations are made by the customer.

Setup fee revenue for new policy holders is recognized upon the first effective date of the policy. Renewal and modification fees for existing policy holders are recognized upon the first effective date of the renewed or modified policy.

Claims concierge revenue relating to a higher level of claims processing and automation for policy holders is recognized over the policy term.

Health connections revenue relating to healthcare advisory services to insureds is recognized over the policy term.

In April 2016, the Company executed a profit-sharing agreement with an insurance carrier establishing the Company’s right to a percentage of certain excess underwriting margin from the insurance carrier relative to policies written in each calendar year. For the nine months ending September 30, 2025, there was no excess underwriting margin reported by the insurance carrier that would be due in 2023. For the year ended December 31, 2024, no payments were due from the Company from the insurance carrier.

The disaggregation of revenue from contracts with customers is as follows:


	Timing of Revenue Recognition	9.30.2025		9.30.2024
Commissions	At a point in time	$	18,372	$	16,926
Health connections	Over time	7,281		7,329
Claims, billing and premium administration	Over time	6,108		5,906
Claims concierge fees	Over time	703		773
Renewal fees	At a point in time	569		589
Setup fees	At a point in time	320		332
Other	At a point in time	51		108
Total Revenue		$	33,404	$	31,963

Income Taxes

Effective, June 30, 2023, the Company is a limited liability company classified as a disregarded entity for Federal and state income tax purposes. Prior to June 30, 2023, the Company was a limited liability company treated as a partnership for Federal and state income tax purposes. Under both classifications, the Company does not directly pay income taxes. The taxable income or loss, which may vary from the

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

net income or loss reported on the accompanying statements of income, is included in the federal and state tax returns of its Member. As such, no provision or liability for Federal or state income tax has been provided in the accompanying consolidated financial statements.

The Company believes that almost all of its income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material, adverse effect on the Company’s financial condition, income or cash flows. The Company had no uncertain tax positions as of September 30, 2025 and December 31, 2024.

2. SOFTWARE AND INTANGIBLE ASSETS

The components of software and intangibles are as follows:


	9.30.2025		12.31.2024
Software	$	4,252	$	4,052
Less: accumulated amortization	(3,856)		(3,832)
Software, net	396		220
Trademarks	208		208
Intangibles, net	$	604	$	428

Amortization expense related to software totaled $24 and $110 for the nine months ended September 30, 2025 and 2024, respectively.

The estimated future amortization expense for 2026 is $125.

The Company has obtained trademark registrations for various marks in the U.S., which the Company has determined to have indefinite useful lives. During the nine months ended September 30, 2025 and 2024, the Company did not recognize any impairment losses related to indefinite-lived trademarks.

3. RELATED PARTY TRANSACTIONS

As of September 30 2025 and December 31, 2024, SiriusPoint America Insurance Company has advanced $3,500 to the Company to be used for payments of incoming claims for SiriusPoint America Insurance Company customers. The advanced funds, net of claims paid, are reported as restricted cash in the consolidated balance sheets, with the related liability included in accounts payable to insurance companies and customers in the consolidated balance sheets.

On January 1, 2018, the Company’s subsidiary entered into an administrative service agreement (the “Administrative Agreement”) with SiriusPoint America Insurance Company for claims, billing and premium administration. As per the terms of the Administrative Agreement, the agreement term is through January 1, 2024, with additional automatic one-year renewal options unless terminated for cause. During the nine months ending September 30, 2025 2024, fees paid to the Company by SiriusPoint America Insurance Company under the Administrative Agreement totaled $5,410 and $4,580, respectively, and are included in revenue in the consolidated statements of income.

On January 1, 2018, the Company entered into a managing general underwriting agreement (the “Underwriting Agreement”) for the placement of policies with SiriusPoint America Insurance Company

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)

customers. Per the terms of the Underwriting Agreement, the agreement term is through January 1, 2022, with additional automatic one-year renewal options unless terminated for cause. During the nine months ending September 30 2025 and 2024, commission fees paid for marketing and sales activities to the Company by SiriusPoint America Insurance Company under the Underwriting Agreement totaled $6,714 and $5,518, respectively, and are included in revenue on the consolidated statements of income.

On January 1, 2021, a Company subsidiary entered into an agreement with International Medical Group (“IMG”) for certain medical, travel, security and assistance services. Company paid IMG $123 and $106 during the nine months ended September 30, 2025 and 2024, respectively. These expenses are included in cost of sales in the consolidated statements of income.

4. COMMITMENTS AND CONTINGENCIES

The company has one non-cancelable operating lease (as discussed below) primarily related to office space. There are no finance leases.

In July, 2023, the Company entered into a fourth amendment to lease certain office space premises in a building in Hunt Valley, MD (“the Amended Lease Agreement”). According to the terms of the Amended Lease Agreement, the Company agreed to downsize the square footage leased from approximately 25,606 square feet to approximately 16,117 square feet. In addition, the Company agreed to an extension to the lease term of five years and six months, commencing on April 1, 2024 through September 30, 2029 with the option to renew for two additional periods of three years. The base monthly rent escalates on a sliding scale from July 2023 of $16 to September 2029 of $31, with rent payment due monthly.

Operating lease expense totaled $321 for the nine months ending September 30, 2025 and 2024.

Other information related to leases as of September 30, 2025 and December 31, 2024.


	9.30.2025	12.31.2024
Weighted average remaining lease term	4 years	4.75 years
Weighted average discount rate	5.36%	5.36%

The following table presents future annual minimum lease payments required under non-cancellable leases and the present value discount to arrive at total lease liability as of September 30, 2025 and December 31, 2024:

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES

D/B/A ARMADA GLOBAL

(Dollars in thousands)


	9.30.2025		12.31.2024
2025	$	114	$	453
2026	464		464
2027	476		476
2028	487		487
Thereafter	373		373
Total future annual minimum lease payments	$	1,914	$	2,253
Less: incremental borrowing rate	197		273
Present value of lease liabilities	$	1,717	$	1,980

401(k) Plan

The Company maintains a qualified 401(k) plan covering substantially all of its employees. Under the provisions of the plan, the Company may make discretionary matching contributions. Matching contributions totaled $357 and $367 for the period ending September 30, 2025 and 2024, respectively.

5. SUBSEQUENT EVENTS

The Company evaluated events and transactions occurring subsequent to September 30, 2025 through January 6, 2026; the date the accompanying consolidated financial statements were available to be issued.

The Company settled $322 of related party payables (included in Accrued Expenses on Balance Sheet) in October 2025.

The Company made a final dividend payment to SiriusPoint on October 29, 2025 in the amount of $3,450.

On October 31, 2025, Ambac Financial Group, Inc. (“Ambac”), an insurance holding company, acquired ACC from SiriusPoint.

On November 10, 2025, Ambac changed its name to Octave Specialty Group Inc. (Octave).

Exhibit 99.2

OCTAVE SPECIALTY GROUP, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited, pro forma, combined financial information gives effect to the following transaction by Octave Specialty Group, Inc (“Octave”):

•Octave’s acquisition of ArmadaCorp Capital, LLC, (“ArmadaCorp”) under a Membership Interest Purchase Agreement dated October 31, 2025 for total consideration of approximately $250.0 million in cash, financed in part with borrowings of $120.0 million made concurrent with the acquisition (the “ArmadaCorp Transaction”).

•On September 29, 2025, pursuant to a stock purchase agreement dated as of June 4, 2024, as amended by the First Amendment thereto dated as of July 3, 2025 (the "Purchase Agreement") and the Letter Agreements dated July 3, 2025, and September 22, 2025, with American Acorn Corporation (the “Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., Octave sold all of the issued and outstanding shares of common stock of Ambac Assurance Corporation (“AAC”), a wholly owned subsidiary of Octave, to the Buyer for $420.0 million in cash (the "AAC Transaction”).

The ArmadaCorp Transaction and AAC Transaction have been accounted for in the unaudited pro forma combined statement of operations (the “pro forma statement of operations”) for the nine months ended September 30, 2025 and the year ended December 31, 2024, as if it had been completed on January 1, 2024, and exclude results of discontinued operations. The unaudited pro forma combined balance sheet as of September 30, 2025, gives effect to the ArmadaCorp Transaction as if it occurred on September 30, 2025.

The following unaudited pro forma combined financial statements and related notes as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, have been derived from, and should be read in conjunction with: (i) the historical audited consolidated financial statements of Octave and accompanying notes included in Octave’s Annual Report on Form 10-K for the year ended December 31, 2024, (ii) the historical unaudited consolidated financial statements of Octave and related notes included in Octave’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, (iii) the historical audited consolidated financial statements of ArmadaCorp and related notes for the year ended December 31, 2024, and (iv) the historical unaudited consolidated financial statements of ArmadaCorp for the nine months ended September 30, 2025.

In accordance with Article 11 of Regulation S-X, the unaudited pro forma combined financial statements were prepared for illustrative and informational purposes only and are not intended to represent what our results of operations or financial position would have been had the ArmadaCorp Transaction and AAC Transaction occurred on the dates noted above, nor what they will be for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable. In the opinion of our management, all adjustments necessary to present fairly the pro forma financial statements have been made. The unaudited pro forma combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies that might result from the Transaction. Additionally, we anticipate that certain nonrecurring charges will be incurred in connection with the ArmadaCorp Transaction, the substantial majority of which consist of fees paid to other professional advisors. Any such charge could affect the future results of the post-acquisition company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the ArmadaCorp Transaction. Accordingly, the unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the effects of these non-recurring charges, which are not included in the historical statements of operations of Octave or ArmadaCorp for the year ended December 31, 2024.

In connection with the ArmadaCorp Transaction, the unaudited pro forma combined financial statements have been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles in the United State of America (US GAAP), in accordance with Accounting Standards Codifications (ASC) 805, Business Combinations. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired, liabilities assumed and noncontrolling interests based upon their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. Octave has made a preliminary allocation of the purchase price as of the assumed acquisition date of September 30 2025, using information currently available. We estimated the fair value of ArmadaCorp’s assets, liabilities and noncontrolling interests based on reviews of ArmadaCorp’s historical audited financial statements, preliminary valuation studies, discussions with ArmadaCorp’s management and other due diligence procedures. The assumptions and estimates used to determine the preliminary purchase price allocation and fair value

adjustments are described in the notes accompanying the unaudited pro forma combined financial statements. The final determination of the fair value of ArmadaCorp’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of ArmadaCorp that existed as of the closing date of the acquisition (October 31, 2025). As a result, the unaudited pro forma purchase price adjustments related to the acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final valuation may be materially different than the estimated values assumed in the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements contain certain reclassification adjustments to conform the historical ArmadaCorp financial statement presentation to our financial statement presentation, and include amounts related to borrowings of $120 million in aggregate principal amount, consisting of (i) a $100 million senior secured term loan (the “Term Loan”) and (ii) a $20 million senior secured revolving credit facility (the “Revolving Facility”), used in the financing of the ArmadaCorp acquisition.

Octave Specialty Group, Inc. and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

September 30, 2025

(Dollars in thousands, except share data)


	Historical Octave Consolidated(1)		Historical ArmadaCorp As Reclassified (2)		Issuance of Credit Facility		Acquisition Accounting Adjustments related to ArmadaCorp (3)		Other Accounting Adjustments		Notes	Pro Forma Octave Consolidated
ASSETS
Cash and cash equivalents (including Restricted cash)	$	51,767	$	23,632	$	117,470	$	(106,469)	$	—	2/3B	$	86,400
Investments	455,228		—		—		(137,040)		—		2	318,188
Premiums, commissions and fees receivable	150,240		7,145		—		—		—			157,385
Reinsurance recoverable	440,462		—		—		—		—			440,462
Deferred ceded premiums	160,906		—		—		—		—			160,906
Intangible assets	339,197		—		—		146,000		—		2	485,197
Goodwill	445,382		—		—		90,695		—		2	536,077
Other assets	104,708		3,928		—		162		(4,467)		3A	104,331

Total assets	$	2,147,890	$	34,705	$	117,470	$	(6,652)	$	(4,467)		$	2,288,946
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unearned premiums	$	197,133	$	—	$	—	$	—	$	—		$	197,133
Loss and loss adjustment expenses	437,539		—		—		—		—			437,539
Ceded premium payable	87,635		—		—		—		—			87,635
Commissions and fees payable	109,317		—		—		—		—			109,317
Deferred income taxes	68,865		—		—		—		—			68,865
Debt	—		—		117,470		—		—		3B	117,470
Other liabilities	99,980		26,144		—		1,909		6,959		3A	134,992

Total liabilities	1,000,469		26,144		117,470		1,909		6,959			1,152,951
Redeemable noncontrolling interest	188,247		—		—		—		—			188,247
Total Octave stockholders' equity	843,384		8,561		—		(8,561)		(11,426)			831,958
Nonredeemable noncontrolling interest	115,790		—		—		—		—			115,790
Total stockholders' equity	959,174		8,561		—		(8,561)		(11,426)			947,748
Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	2,147,890	$	34,705	$	117,470	$	(6,652)	$	(4,467)		$	2,288,946

See Notes to Unaudited Pro Forma Combined Financial Statements

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

(3) Refer to Pro Forma Note 2 for preliminary purchase accounting allocation related to the ArmadaCorp Transaction

Octave Specialty Group, Inc. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

Year ended December 31, 2024

(Dollars in thousands, except share data)


	Historical Octave Consolidated(1)		Historical ArmadaCorp As Reclassified(2)		Issuance of Credit Facility		Acquisition Accounting Adjustments related to ArmadaCorp		Other Accounting Adjustments		Notes	Pro Forma Octave Consolidated
Revenues
Commissions	$	92,023	$	36,665	$	—	$	—	$	—		$	128,688
Servicing and other fees	6,353		2,111		—		—		—			8,464
Net premium earned	99,005		—		—		—		—			99,005
Program fees	13,506		—		—		—		—			13,506
Investment income	14,448		5		—		—		—			14,453
Other	10,480		220		—		—		—			10,700
Total revenues	235,815		39,001		—		—		—			274,816
Expenses
Commissions	40,876		2,087		—		—		—			42,963
Loss and loss adjustment expenses	72,626		—		—		—		—			72,626
Policy acquisition costs	23,666		—		—		—		—			23,666
General and administrative	129,166		19,630		—		—		23,729		3A	172,525
Intangible amortization and depreciation	19,947		175		—		9,733				3D	29,855
Interest	9,379		—		9,914		—		(9,379)		3B/3C	9,914
Total expenses	295,660		21,892		9,914		9,733		14,350			351,549
Income (loss) before income taxes	(59,845)		17,109		(9,914)		(9,733)		(14,350)			(76,733)
Provision (benefit) for income taxes	(924)		—		—		—		—			(924)
Net income (loss) from continuing operations	(58,921)		17,109		(9,914)		(9,733)		(14,350)			(75,809)

Net (gain) loss attributable to noncontrolling interest	(361)		—		—		—		—			(361)
Net gain (loss) attributable to stockholders	$	(59,282)	$	17,109	$	(9,914)	$	(9,733)	$	(14,350)		$	(76,170)

Weighted average number of common shares outstanding:
Basic	46,969,708											46,969,708
Diluted	46,969,708											46,969,708

Net income (loss) per share attributable to stockholders:
Basic	$	(0.13)										$	(0.49)
Diluted	$	(0.13)										$	(0.49)

See Notes to Unaudited Pro Forma Combined Financial Statements

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024.

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

Octave Specialty Group, Inc. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

Nine Months Ended September 30, 2025

(Dollars in thousands, except share data)


	Historical Octave Consolidated(1)		Historical ArmadaCorp As Reclassified(2)		Issuance of Credit Facility		Acquisition Accounting Adjustments related to ArmadaCorp		Other Accounting Adjustments		Notes	Pro Forma Octave Consolidated
Revenues
Commissions	$	103,152	$	31,761	$	—	$	—	$	—		$	134,913
Servicing and other fees	14,291		1,592		—		—		—			15,883
Net premium earned	48,908		—		—		—		—			48,908
Program fees	10,739		—		—		—		—			10,739
Investment income	8,090		5		—		—		—			8,095
Other	(861)		51		—		—		—			(810)
Total revenues	184,319		33,409		—		—		—			217,728
Expenses
Commissions	28,935		1,944		—		—		—			30,879
Loss and loss adjustment expenses	35,860		—		—		—		—			35,860
Policy acquisition costs	11,031		—		—		—		—			11,031
General and administrative	132,781		15,218		—		—		(14,167)		3A	133,832
Intangible amortization and depreciation	28,663		63		—		7,300		—		3D	36,026
Interest	17,209		—		6,548		—		(17,209)		3B/3C	6,548
Total expenses	254,479		17,225		6,548		7,300		(31,376)			254,176
Income (loss) before income taxes	(70,160)		16,184		(6,548)		(7,300)		31,376			(36,448)
Provision (benefit) for income taxes	(4,030)		—		—		—		—			(4,030)
Net income (loss) from continuing operations	(66,130)		16,184		(6,548)		(7,300)		31,376			(32,418)

Net (gain) loss attributable to noncontrolling interest	(2,292)		—		—		—		—			(2,292)
Net gain (loss) attributable to stockholders	$	(68,422)	$	16,184	$	(6,548)	$	(7,300)	$	31,376		$	(34,710)

Weighted average number of common shares outstanding:
Basic	47,862,071											47,862,071
Diluted	47,862,071											47,862,071

Net income (loss) per share attributable to stockholders:
Basic	$	(1.70)										$	(1.00)
Diluted	$	(1.70)										$	(1.00)

See Notes to Unaudited Pro Forma Combined Financial Statements

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024.

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollar amounts in Thousands, Except Share Amounts)

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

The unaudited pro forma combined financial statements have been derived from the historical consolidated financial statements of Octave Specialty Group, Inc. (“Octave”), reflective of the sale of Ambac Assurance Corporation (“AAC”) and the acquisition of ArmadaCorp Capital, LLC, (“ArmadaCorp”) in accordance with generally accepted accounting principles in the United State of America (US GAAP).

As discussed in Note 4, certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation, and pro forma adjustments have been made to reflect the ArmadaCorp Transaction and additional accounting adjustments.

The ArmadaCorp Transaction is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, Business Combinations which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

As of the date of this Proxy statement, Octave has not completed the detailed valuation studies necessary to determine the fair value of Armada’s assets to be acquired, the liabilities to be assumed, and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma combined financial statements is based upon management’s preliminary estimates of the fair value of the assets acquired and liabilities assumed. We estimated the fair value of ArmadaCorp’s assets and liabilities based on reviews of ArmadaCorp’s historical audited financial statements, discussions with ArmadaCorp management and other due diligence procedures. The final determination of the fair value of ArmadaCorp’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of ArmadaCorp that exist as of the closing date of the acquisition. As a result, the pro forma purchase price adjustments related to the acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final valuation may be materially different than the estimated values assumed in the unaudited pro forma combined financial statements.

The ArmadaCorp Transaction and the related transaction accounting adjustments are described in the accompanying notes to the pro forma financial statements. In accordance with Article 11 of Regulation S-X, the unaudited pro forma combined financial statements were prepared for illustrative and informational purposes only and are not intended to represent what our results of operations or financial position would have been had the Transactions occurred on the dates noted above, nor what they will be for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable. In the opinion of our management, all adjustments necessary to present fairly the pro forma financial statements have been made. The unaudited pro forma combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies that might result from the Transactions. Additionally, we anticipate that certain nonrecurring charges will be incurred in connection with the Transactions, the substantial majority of which consist of fees paid to investment bankers, lawyers and other professional advisors. Any such charge could affect the future results of the Company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the Transactions. Accordingly, the unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the effects of these non-recurring charges, which are not included in the historical statements of operations of Octave and ArmadaCorp for the year ended December 31, 2024.

All amounts presented within these notes to the unaudited pro forma combined financial statements are in thousands, except per share data.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollar amounts in Thousands, Except Share Amounts)

2. PRELIMINARY PURCHASE PRICE ALLOCATION

On October 31, 2025, the Company, entered into a membership purchase agreement (the “Armada Purchase Agreement”), by and among the Company, Cirrata VI LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Octave (the “Purchaser”), certain sellers set forth therein (the “Sellers”) and ArmadaCorp, pursuant to which, and upon the terms and subject to the conditions set forth therein, the Purchaser purchased ArmadaCorp from the Sellers for fixed consideration of approximately $250.0 million.

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of ArmadaCorp are recognized and measured at fair value. The allocation is dependent on certain valuations and other studies that have not yet been completed. Since the pro forma financial statements have been prepared based on preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ materially from the pro forma amounts included herein. The final purchase price allocation for the business combination will be performed after closing and adjustments to estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as more detailed analyses are completed, and additional information is obtained about the facts and circumstances that existed as of the closing date of the ArmadaCorp Transaction. There can be no assurance that such finalization will not result in material changes on the unaudited pro forma combined financial statements contained herein and our future results of operations and financial position.

The preliminary purchase price allocation of ArmadaCorp is subject to change due to several factors, including, but not limited to:

•Changes in the estimated fair value of identifiable intangible assets, primarily from distribution relationships. Distribution relationships are important because of the propensity of these parties to generate predictable, recurring future revenue for ArmadaCorp. Such changes can result from our additional valuation analysis on relationship retention, changes in discount rates and other factors.

The table below represents a preliminary allocation of the estimated consideration to ArmadaCorp’s identifiable and intangible assets to be acquired and liabilities to be assume at September 30, 2025:


($ in thousands)
Total consideration for ArmadaCorp acquisition (1)	$	243,509

Cash and cash equivalents (including Restricted cash)	23,632
Intangible assets	146,000
Other assets	11,235
Total assets	180,867
Total liabilities	28,053
Net assets acquired	152,814
Preliminary allocation to goodwill	$	90,695

(1) The consideration reflects the fixed consideration of $250,000, less adjustments of $6,491 for incentive payments to be settled post close.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollar amounts in Thousands, Except Share Amounts)

3. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

A.The increases (decreases) below are included in the Unaudited Pro Forma Combined Balance Sheet at September 30, 2025:



Termination of leases related to the sale of AAC	$	(4,467)
Total other accounting adjustments to other assets	$	(4,467)

Termination of leases related to the sale of AAC	$	(2,688)
Acceleration of incentive compensation related to the sale of AAC	3,405
Transaction costs related to the ArmadaCorp Transaction	6,242
Total other accounting adjustments to other liabilities	$	6,959

The expenses (income) below are included in the Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2024:



Termination of leases related to the sale of AAC	$	3,683
Acceleration of incentive compensation related to the sale of AAC	11,469
Transaction costs related to the ArmadaCorp Transaction	7,655
Expense related to change in ArmadaCorp compensation plan	922
Total other accounting adjustments to general and administrative expenses	$	23,729

The expenses (income) below are included in the Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 2025:



Termination of leases related to the sale of AAC	$	(2,299)
Acceleration of incentive compensation related to the sale of AAC	(12,337)
Transaction costs related to the ArmadaCorp Transaction	—
Expense related to change in ArmadaCorp compensation plan	469
Total other accounting adjustments to general and administrative expenses	$	(14,167)

B.In connection with the ArmadaCorp Transaction, Octave issued debt in the aggregate principal amount of $120,000 consisting of (i) a $100,000 senior secured term loan (the “Term Loan”) and (ii) a $20,000 senior secured revolving credit facility (the “Revolving Facility”), which includes customary letter of credit and swingline sub-facilities. Accordingly, this adjustment represents interest expense on such funds as if they were received on January 1, 2024, and made the scheduled principal payments on the Term Loan.

C.In connection with the sale of AAC, which closed on September 29, 2025, assumed that the transaction closed on January 1, 2024 and the $150,000 credit facility that was used to acquire Beat Capital Partners Limited was repaid upon the sale closing.

D.Represents the amortization of identifiable intangible assets that were acquired as part of the ArmadaCorp Transaction with an estimated amortization period of 15 years.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollar amounts in Thousands, Except Share Amounts)

4. RECLASSIFICATION OF ARMADACORP HISTORICAL AMOUNTS

The historical financial statements of ArmadaCorp are adjusted to reflect reclassifications in order to conform to our financial statement presentation.

(a)The amounts below represent results as of September 30, 2025:


	Historical ArmadaCorp		Reclassifications		Historical ArmadaCorp as Reclassified
ASSETS
Cash and cash equivalents (including Restricted cash)	$	23,632	$	—	$	23,632
Accounts receivable and other receivables, net	7,171		(7,171)		—
Premiums, commissions and fees receivable	—		7,145		7,145
Current portion of prepaids	587		(587)		—
Property and equipment, net	104		(104)		—
Other assets	3,211		717		3,928
Total assets	$	34,705	$	—	$	34,705
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities	$	24,735	$	(24,735)	$	—
Other liabilities	1,409		24,735		26,144
Total liabilities	26,144		—		26,144
Total stockholders' equity	8,561		—		8,561
Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	34,705	$	—	$	34,705

(b)The amounts below represent results for the year ended December 31, 2024:


	Historical ArmadaCorp		Reclassifications			Historical ArmadaCorp as Reclassified
Revenues
Revenue	$	38,995	$	(38,995)		$	—
Commissions	—		36,665			36,665
Servicing and other fees	—		2,111			2,111
Investment income	5		—			5
Other	1		219			220
Total revenues	39,001		—			39,001
Expenses
Operating Expenses	21,892		(21,892)			—
Commissions	—		2,087			2,087
General and administrative	—		19,630			19,630
Intangible amortization and depreciation	—		175			175
Total expenses	21,892		—			21,892
Income (loss) before income taxes	17,109		—			17,109
Provision (benefit) for income taxes	—		—		.	—
Net income (loss) from continuing operations	$	17,109	$	—		$	17,109

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollar amounts in Thousands, Except Share Amounts)


	Historical ArmadaCorp		Reclassifications		Historical ArmadaCorp as Reclassified
Revenues
Revenue	$	33,404	$	(33,404)	$	—
Commissions	—		31,761		31,761
Servicing and other fees	—		1,592		1,592
Investment income	5		—		5
Other	—		51		51
Total revenues	33,409		—		33,409
Expenses
Operating Expenses	17,225		(17,225)		—
Commissions	—		1,944		1,944
General and administrative	—		15,218		15,218
Intangible amortization and depreciation	—		63		63
Total expenses	17,225		—		17,225
Income (loss) before income taxes	16,184		—		16,184
Provision (benefit) for income taxes	—		—		—
Net income (loss) from continuing operations	$	16,184	$	—	$	16,184

Exhibit 99.3

ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global

Consolidated Financial Statements as of December 31, 2024 and 2023

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES
D/B/A ARMADA GLOBAL

INDEX TO FINANCIAL STATEMENTS


			Page #
Report of Independent Auditors			3
Consolidated Balance Sheets			5
Consolidated Statements of Income			6
Consolidated Statements of Changes In Member’s Equity			7
Consolidated Statements of Cash Flows			8
Notes to the Consolidated Financial Statements			9

Report of Independent Auditors

To the Management of ArmadaCorp Capital, LLC

Opinion

We have audited the accompanying consolidated financial statements of ArmadaCorp Capital, LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income, changes in member’s equity and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 3 to the financial statements, the Company has entered into significant transactions with certain affiliated entities. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210
T: (617) 530 5000, www.pwc.com/us

assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

●Exercise professional judgment and maintain professional skepticism throughout the audit.

●Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

●Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

●Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

●Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts June 2, 2025


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL

Consolidated Balance Sheets


	As of December 31,
(Amounts in thousands)	2024		2023
Assets
Current Assets
Cash and cash equivalents	$	2,403	$	1,457
Restricted cash	15,853		12,528
Accounts receivable and other receivables, net	3,875		3,286
Current portion of prepaid commissions	417		295
Current portion of prepaid expenses, other	457		494
Total current assets	23,005		18,060
Property and equipment
Office furniture and equipment, net	5		9
Computer equipment, net	81		64
Property and equipment, net	86		73
Other Assets
Prepaid commissions, net of current portion	931		1,507
Other prepaid expenses, net of current portion	81		—
Right-of-use assets	1,762		2,081
Software, net	220		130
Trademarks	208		208
Deposits	2		2
Total Other Assets	3,204		3,928
Total Assets	$	26,295	$	22,061
Liabilities and Member’s Equity
Current Liabilities
Accounts payable to insurance companies and customers	$	15,853	$	12,528
Lease liabilities, current portion	355		111
Accrued expenses, current portion	4,123		4,239
Total Current Liabilities	20,331		16,878
Other Liabilities
Lease liabilities, net of current portion	1,625		1,980
Accrued expenses, net of current portion	462		187
Total Other Liabilities	2,087		2,167
Total Liabilities	22,418		19,045
Commitments and Contingent Liabilities (See Note 4)
Member’s Equity
Member’s equity	3,877		2,768
Profits interests	—		248
Total Member’s Equity	3,877		3,016
Total Liabilities and Member’s Equity	$	26,295	$	22,061

See accompanying notes to the consolidated financial statements.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL

Consolidated Statements of Income


	For the Years Ended
	December 31
(Amounts in thousands)	2024		2023
Revenue	$	38,995	$	36,729
Operating Expenses
Cost of sales	2,815		2,625
Compensation and benefits	14,267		12,639
Information technology	1,765		1,899
Professional services	856		798
Depreciation and amortization	175		494
Marketing and sales promotion	667		599
Travel and entertainment	444		264
Occupancy	459		490
Administrative	444		393
Total Operating Expenses	21,892		20,201
Income From Operations	17,103		16,528
Other (expense) income
Gain/loss on disposal of assets	1		(6)
Profit sharing expense	—		(35)
Rental income	—		117
Investment interest income	5		—
Net Income	$	17,109	$	16,604

See accompanying notes to the consolidated financial statements.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL

Consolidated Statements of Changes In Member’s Equity


(Amounts in thousands)
Balance, January 1, 2023	$	3,112
Net income	16,604
Distributions	(16,700)
Balance, December 31, 2023	$	3,016
Net income	17,109
ArmadaHealth profits interest write-off	(248)
Distributions	(16,000)
Balance, December 31, 2024	$	3,877

See accompanying notes to the consolidated financial statements.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL

Consolidated Statements of Cash Flows


(Amounts in thousands)	As of December 31,
	2024		2023
Cash Flows from Operating Activities
Net income	$	17,109	$	16,604
Adjustments to reconcile net income to net cash and restricted cash provided by operating activities:
Depreciation and amortization	175		494
Gain/loss on disposal of assets	(1)		6
Non-cash change in right-of-use assets	319		(1,285)
Changes in operating assets and liabilities:
Accounts receivable and other receivables	(589)		(40)
Prepaid commissions	454		(7)
Prepaid expenses	(44)		304
Deposits	—		17
Accrued expenses	159		(465)
Accounts payable to insurance companies and customers	3,325		(1,135)
Lease liabilities	(111)		1,119
Net Cash and Restricted Cash Provided by Operating Activities	$	20,796	$	15,612
Cash Flows from Investing Activities
Net payments related to fixed asset purchases	(64)		(57)
Payments related to custom software	(213)		—
Net Cash and Restricted Cash Used in Investing Activities	$	(277)	$	(57)
Cash Flows from Financing Activities
Profits interest write-off	(248)		—
Distributions paid to member	(16,000)		(16,700)
Net Cash and Restricted Cash Used in Financing Activities	$	(16,248)	$	(16,700)
Increase in Cash and Restricted Cash	$	4,271	$	(1,145)
Cash and Restricted Cash, beginning of year	13,985		15,130
Cash and Restricted Cash, end of year	$	18,256	$	13,985

See accompanying notes to the consolidated financial statements.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

Notes to the Consolidated Financial Statements

1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

operates as a health data science and services company that empowers consumers to gain access to the right doctor and receive the care they deserve. The Company has proprietary solutions that combine big data and expert clinical insights into an intelligence platform that is used to solve root causes of healthcare access problems. Commercial services are provided to insurance carriers and consist of providing enrollment, premium billing, claims administration and customer service to their fully insured policyholders. These policyholders are located throughout the United States of America.

Assets and Liabilities and Member’s Salary

In accordance with generally accepted methods of presenting limited liability company financial statements, the accompanying consolidated financial statements do not include the assets and liabilities of the member, including its obligation for income taxes on its distributive share of the net income or loss of the limited liability company. The expenses shown in the accompanying consolidated statements of income do not include any salaries related to the member.

Basis of Accounting

The accompanying consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements are presented on a historical cost basis and do not reflect the effects of the intangible assets related to ACC generated from the Sirius – Third Point transaction described previously. The financial statements also do not reflect the expenses incurred by SiriusPoint related to their oversight of the ACC business.

Comprehensive Income

As the Company’s operations do not give rise to other comprehensive income, net income is equivalent to comprehensive income.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ACC and Subsidiaries. Intercompany transactions are eliminated in consolidation.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

Use of Estimates

Concentrations

For the years ended December 31, 2024, and 2023, 93.8% and 92.3% of the Company’s revenue was derived from the premiums paid by the customers of two insurance carriers (Transamerica Life Insurance Company and SiriusPoint America Insurance Company), respectively.

Transamerica Life Insurance Company and SiriusPoint America Insurance Company (“the insurance carriers”) are the Company’s customers. The Company earns a percentage of premiums collected on behalf of these insurance carriers.For the years ended December 31, 2024 and 2023, revenue derived from Transamerica Life Insurance Company represented 57.7% and 62.6% of the Company’s revenue, respectively. For the years ended December 31, 2024 and 2023, revenue derived from SiriusPoint America Insurance Company represented 36.1% and 29.7% of the Company’s revenue, respectively.

Financial Credit Risk

Restricted Cash


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

Accounts Receivable and Allowance for Credit Losses

Accounts receivable represent commission amounts due to the Company from the insurance carriers, as a result of premiums collected from the insureds. Based on its current experience, the Company determines if an allowance for estimated losses resulting from amounts deemed to be uncollectible is necessary. For 2024 and 2023, the Company has determined that there is not an other than inconsequential credit risk and therefore an allowance is not warranted as its receivables balance is current, and there is history of very limited uncollected premium and fees.

Accounts receivable consisted of the following as of December 31:


	2024		2023
Unbilled services	$	3,616	$	3,110
Billed services	259		176
Total Accounts Receivable	$	3,875	$	3,286

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the consolidated statement of income for the respective period. The cost of property and equipment is depreciated and amortized using the straight-line method over the following estimated useful lives:


Office furniture and equipment			5 years
Computer equipment			3 years
Leasehold improvements			Lesser of useful life or remaining lease term

Repairs and maintenance charges are expensed as incurred.

Leases

The Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of December 31, 2024 and 2023, the Company did not have any finance leases.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

Valuation of Long-Lived Assets

The Company accounts for the valuation of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. As of December 31, 2024 and 2023, management did not believe any long-lived assets or identifiable intangible assets were impaired. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2024 and 2023, management has not identified any assets as being held for disposal.

Software

The Company capitalizes internally developed proprietary software costs (“software”) related to product technology in accordance with ASC 350-40, Internal Use Software. During the software


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

application development stage, capitalized costs include cost of software licenses and external consulting costs.

Upgrades and enhancements are capitalized if they are material and result in added functionality, which enables the software to perform tasks it was previously incapable of performing.

Revenue Recognition

The Company follows guidance under ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes commission revenue of the specialty employee benefit products and associated underwriting service of writing and placing the policy on the policy effective date. The Company’s customers are the insurance carriers and the Company’s commission revenue represents a percentage of premiums collected on behalf of the insurance carriers. This commission revenue is appropriately classified as revenue in the consolidated statements of income derived from policies with affiliates or policies with non-affiliates, depending on the policyholder’s insurance carrier. SiriusPoint American Life Insurance Company, one of the two insurance carriers, is both a customer of the Company and an affiliate (see Note 3). Specialty employee benefit product customers are billed on a monthly basis on behalf of the insurance carriers throughout the duration of their policy period. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2024 totaled $3,616, all of which the Company expects to bill and collect during 2025. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2023 totaled $3,110, all of which was billed and collected during 2024.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

representatives for the sale of new policies qualify as incremental costs under ASC 606 and therefore are capitalizable upon obtaining the contract and amortized to expense over the estimated average customer life of 7 years, included in prepaid expenses in the consolidated balance sheets.

The Company bills customers on behalf of the insurance carriers in advance of the premium coverage date and premium due date (“effective date”). Trade receivables, any related premium payable to insurance carriers and revenue for administration are recorded on the date the Company has the contractual right to receive the revenue, which is generally the later of the billing date or the effective date of the policy installments. Prebilled amounts collected from customers, but not yet submitted to the insurance carriers, are segregated from the Company’s operating cash account. The portion of the Company’s cash representing amounts collected from customers, but not yet submitted to the insurance carriers or the Company, as well as amounts held by the Company on behalf of the insurance carriers to fund claims incurred but not reported, totaled $15,853 and $12,528 as of December 31, 2024 and 2023, respectively, and are included in restricted cash on the accompanying consolidated balance sheets.

Adjustments to revenue relating to additions and terminations are recorded in the month that such additions and terminations are made by the customer.

Claims concierge revenue relating to a higher level of claims processing and automation for policy holders is recognized over the policy term.

Health connections revenue relating to healthcare advisory services to members is recognized over the policy term.

In April 2016, the Company executed a profit sharing agreement with an insurance carrier establishing the Company’s right to a percentage of certain excess underwriting margin from the insurance carrier relative to policies written in each calendar year. For the years ended December 31, 2024 and 2023, the Company assumed no payments were due from the insurance carrier. As of December 31, 2024 and 2023, profit sharing adjustments for prior year results loss totaled $0 and $35, which is included in other income on the accompanying consolidated statements of income.

The disaggregation of revenue from contracts with customers is as follows:


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)


	Timing of Revenue Recognition	2024		2023
Commissions	At a point in time	$	18,946	$	16,886
Health connections	Over time	9,779		10,842
Claims, billing and premium administration	Over time	7,940		6,686
Claims concierge fees	Over time	1,025		1,074
Renewal fees	At a point in time	667		656
Setup fees	At a point in time	419		413
Other	At a point in time	219		172
Total Revenue		$	38,995	$	36,729

Income Taxes

Under both classifications, the Company does not directly pay income taxes. The taxable income or loss, which may vary from the net income or loss reported on the accompanying statements of income, is included in the federal and state tax returns of its member. As such, no provision or liability for Federal or state income tax has been provided in the accompanying consolidated financial statements.


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

2.Software and Intangible Assets

The components of software and intangibles are as follows as of December 31:


	2024		2023
Software	$	4,052	$	3,839
Less: accumulated amortization	(3,832)		(3,709)
Software, net	220		130
Trademarks	208		208
Intangibles, net	$	428	$	338

Amortization expense related to software totaled $123 and $391 for the years ended December 31, 2024 and December 31, 2023, respectively.

The estimated future amortization expense for 2025 is $28.

The Company has obtained trademark registrations for various marks in the U.S., which the Company has determined to have indefinite useful lives. During the years ended December 31, 2024 and 2023, the Company did not recognize any impairment losses related to indefinite-lived trademarks.

3.Related Party Transactions

As of December 31, 2024, Sirius has advanced $3,500 to the Company to be used for payments of incoming claims for Sirius customers. As of December 31, 2023, Sirius had advanced $3,500 to the Company to be used for the same purpose. The advanced funds, net of claims paid, are reported as restricted cash in the consolidated balance sheets, with the related liability included in accounts payable to insurance companies and customers in the consolidated balance sheets.

On January 1, 2018, the Company’s subsidiary entered into an administrative service agreement (the “Administrative Agreement”) with Sirius for claims, billing and premium administration. As per the terms of the Administrative Agreement, the agreement term is through January 1, 2024, with additional automatic one-year renewal options unless terminated for cause. During the years ending December 31, 2024 and 2023, fees paid to the Company by Sirius under the Administrative Agreement totaled $6,176 and $5,119, respectively, and are included in revenue in the consolidated statements of income.

On January 1, 2018, the Company entered into a managing general underwriting agreement (the “Underwriting Agreement”) for the placement of policies with Sirius customers. Per the terms of the Underwriting Agreement, the agreement term is through January 1, 2022, with additional


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

automatic one-year renewal options unless terminated for cause. During the years ending December 31, 2024 and 2023 commission fees paid for marketing and sales activities to the Company by Sirius under the Underwriting Agreement totaled $7,923 and $5,918 respectively, and are included in revenue on the consolidated statements of income.

On January 1, 2021, a Company subsidiary entered into an agreement with International Medical Group (“IMG”) for certain medical, travel, security and assistance services. Company paid IMG

$141 and $135 during December 31, 2024 and 2023, respectively. These expenses are included in cost of sales in the consolidated statements of income.

4.Commitments and Contingencies

The company has one non-cancelable operating lease (as discussed below) primarily related to office space. There are no finance leases.

Operating lease expense totaled $459 and $490 for the years ended December 31, 2024 and December 31, 2023, respectively.

Other information related to leases as of December 31:


	2024	2023
Weighted average remaining lease term	4.75 years	5.75 years
Weighted average discount rate	5.36%	5.36%


ARMADACORP CAPITAL, LLC AND SUBSIDIARIES D/B/A ARMADA GLOBAL (Dollars in thousands)

The following table presents future annual minimum lease payments required under non-cancellable leases and the present value discount to arrive at total lease liability as of December 31, 2024:


2025	453
2026	464
2027	476
2028	487
Thereafter	373
Total future annual minimum lease payments	2,253
Less: incremental borrowing rate	273
Present value of lease liabilities	$	1,980

401(k) Plan

The Company maintains a qualified 401(k) plan covering substantially all of its employees. Under the provisions of the plan, the Company may make discretionary matching contributions. Matching contributions totaled $474 and $408 for the years ended December 31, 2024 and 2023, respectively.

5.Subsequent Events

Management evaluated subsequent events through June 3, 2025, the date these consolidated financial statements were available to be issued. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.


40 Wall Street	New York	NY	10005
(Address of principal executive offices)


Ambac Financial Group, Inc.
Former Name

One World Trade Center	New York	NY	10007
Former Address


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))



Exhibit Number						Exhibit Description
23.1						Consent of PricewaterhouseCoopers LLP dated January 6 , 2026
99.1						Unaudited consolidated financial statements of ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global as and for the nine months ended September 30, 2025 and 2024
99.2						Unaudited pro forma combined financial information of the Company for the year ended December 31, 2024 and the nine months ended September 30, 2025
99.3						Audited consolidated financial statements of ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global as and for the years ended December 31, 2024 and 2023






104						Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document


Octave Specialty Group, Inc.
(Exact name of Registrant as specified in its charter)


	(212)	658-7470
(Registrant's telephone number, including area code)


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.			☐


FORM						8-K