UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On July 27, 2026, Armada Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), entered into an unsecured promissory note (the “Note”) with Arrington XRP Capital Fund, LP (the “Sponsor”). On July 31, 2026, the Company borrowed $135,000 under the Note and may borrow additional amounts, subject to discretion of the Sponsor, to provide working capital loans to the Company.
Any amounts borrowed under the Note will bear interest at a rate per annum equal to the short-term Applicable Federal Rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, in effect at issuance and may be used for the Company’s ordinary course administrative expenses. The Note matures upon the earlier of (i) the termination of the Business Combination Agreement, dated as of October 19, 2025, by and among the Company, Evernorth Holdings Inc., Pathfinder Digital Assets LLC, Ripple Labs Inc. and the other parties thereto (the “Business Combination Agreement”), in accordance with its terms and (ii) the consummation of the transactions contemplated by the Business Combination Agreement.
The Company may prepay the Note at any time without penalty. Any outstanding principal and accrued interest will become due and payable upon maturity.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated July 27, 2026, issued by Armada Acquisition Corp. II to Arrington XRP Capital Fund, LP. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 31, 2026 | ARMADA ACQUISITION CORP. II | |||||
| By: /s/ Taryn Naidu | ||||||
| Name: Taryn Naidu | ||||||
| Title: Chief Executive Officer | ||||||