XRPN · Armada Acquisition Corp. II
Substantial doubt about the company's ability to continue as a going concern.
“The Company's Management has determined that the liquidity condition and mandatory liquidation should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern.”View the 10-Q filed May 13, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2025-08-28 | PALMERI RONALD ROBERT |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-28 | Danis Richard |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-28 | KEY LINDY JENAY |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-28 | Naidu Taryn Jogi |
Director, Chief Executive Officer |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-28 | HORTON KYLE ANDREW |
Chief Financial Officer |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-12 | Armada Sponsor II LLC |
10% Owner |
Other↓
Filing footnotes — Private Placement Warrants (Direct)
Represents Private Placement Warrants included in the 400,000 Private Placement Units. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. |
Private Placement Warrants
|
200,000 |
| 2025-08-12 | LURIO DOUGLAS M |
Director, Pres./CFO/Sec., 10% Owner |
Sell↓
Filing footnotes — Class A Ordinary Shares (Indirect)
In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Class A Ordinary Shares
(I)
|
400,000 |
| 2025-08-12 | LURIO DOUGLAS M |
Director, Pres./CFO/Sec., 10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Indirect)
The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Class B Ordinary Shares
(I)
|
7,880,000 |
| 2025-08-12 | Armada Sponsor II LLC |
10% Owner |
Sell↓
Filing footnotes — Class A Ordinary Shares (Direct)
In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. |
Class A Ordinary Shares
|
400,000 |
| 2025-08-12 | HERBERT STEPHEN P |
Director, CEO, 10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Indirect)
The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. Represents 400,000 Class A ordinary shares (the "Private Placement Shares") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Class B Ordinary Shares
(I)
|
7,880,000 |
| 2025-08-12 | Armada Sponsor II LLC |
10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Direct)
The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. |
Class B Ordinary Shares
|
7,880,000 |
| 2025-08-12 | HERBERT STEPHEN P |
Director, CEO, 10% Owner |
Sell↓
Filing footnotes — Class A Ordinary Shares (Indirect)
Represents 400,000 Class A ordinary shares (the "Private Placement Shares") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Class A Ordinary Shares
(I)
|
400,000 |
| 2025-08-12 | LURIO DOUGLAS M |
Director, Pres./CFO/Sec., 10% Owner |
Other↓
Filing footnotes — Private Placement Warrants (Indirect)
Represents Private Placement Warrants included in the 400,000 Private Placement Units. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement. In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Private Placement Warrants
(I)
|
200,000 |
| 2025-08-12 | HERBERT STEPHEN P |
Director, CEO, 10% Owner |
Other↓
Filing footnotes — Private Placement Warrants (Indirect)
Represents Private Placement Warrants included in the 400,000 Private Placement Units. Each Private Placement Warrant is exercisable for cash or on a cashless basis, as described in the Registration Statement. Assuming an exercise for cash, 200,000 Private Placement Shares would be issued upon exercise of the Private Placement Warrants. The Private Placement Warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation of the Issuer, as described in the Registration Statement. Represents 400,000 Class A ordinary shares (the "Private Placement Shares") that are included in the 400,000 private placement units of the Issuer purchased by Armada Sponsor II LLC (the In connection with the Sponsor Securities Purchase Agreement, dated August 12, 2025, by and among Armada Acquisition Corp. II, Armada Sponsor II LLC (the "Original Sponsor") and Arrington XRP Capital Fund, LP (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 7,880,000 Class B ordinary shares (the "Founder Shares") and 400,000 private placement units (the "Private Placement Units"), consisting of 400,000 Class A ordinary shares and 200,000 private placement warrants (the "Private Placement Warrants") of the Company. The New Sponsor purchased the Founder Shares and Private Placement Units for $2,600,000 and $4,000,000, respectively, for an aggregate purchase price of $6,600,000. The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Private Placement Warrants
(I)
|
200,000 |
| 2025-05-22 | Decker Thomas A |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-05-22 | Khan Mohammad A |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-05-22 | White Celso L. |
Director |
Other↑
|
No Securities Owned
|
0 |