If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 and 9. Consists of (i) 7,880,000 of the Issuer's (as defined below) Class B ordinary shares, $0.0001 par value (the "Class B Shares"), which are automatically convertible into the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A 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, subject to adjustment as more fully described under the heading "The Offering--Conversion of founder shares and private placement shares and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-286110), as amended (the "Issuer's Registration Statement") and (ii) 400,000 Class A Shares, acquired pursuant to a Sponsor Securities Purchase Agreement (as defined below). Does not include 200,000 warrants exercisable for Class A Shares because such warrants are not presently exercisable. Jack Michael Arrington is the managing member of Arrington Capital Management, LLC (the "GP"), which is the general partner of the Arrington XRP Capital Fund, LP (the "New Sponsor" and collectively with the GP and Mr. Arrington, the "Reporting Persons"), the holder of record of the Class A Shares and the Class B Shares. As such, each of the GP and Mr. Arrington is deemed to hold voting and dispositive control over the securities held directly by the New Sponsor. Row 13. 26.2% is calculated by using a denominator that is equal to (i) 23,710,000 Class A Shares that are issued and outstanding and (ii) 7,880,000 Class A Shares issuable upon conversion of 7,880,000 issued and outstanding Class B Shares, as stated in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 11, 2025.


SCHEDULE 13D


 
Arrington XRP Capital Fund, LP
 
Signature:/s/ Jack Michael Arrington
Name/Title:Jack Michael Arrington, Managing Member, Arrington Capital Management, LLC, its general partner
Date:09/08/2025
 
Arrington Capital Management, LLC
 
Signature:/s/ Jack Michael Arrington
Name/Title:Jack Michael Arrington, Managing Member
Date:09/08/2025
 
Jack Michael Arrington
 
Signature:/s/ Jack Michael Arrington
Name/Title:Jack Michael Arrington
Date:09/08/2025