Armada Acquisition Corp

Armada Acquisition Corp. II, the SPAC vehicle for taking XRP treasury operator Evernorth Holdings public, has drawn a $135,000 emergency loan from its sponsor Arrington XRP Capital Fund, signaling near-term cash pressures as over 400 million XRP sit locked in escrow pending deal closure. The transaction faces a critical October 2026 deadline when Arrington’s subscription agreement expires, risking forced return of $214 million in committed capital and 84.4 million XRP tokens if the merger has not closed by then.

• Armada borrowed $135,000 from Arrington on July 31, 2025 for administrative expenses with no stated maturity date until deal close.
• Arrington’s Series C subscription agreement, signed October 19, 2025, terminates automatically October 19, 2026 unless extended or deal closes first.
• Over 400 million XRP from multiple subscribers remain in conditional escrow, returnable to investors if Outside Date passes without signed extension.

• $135,000 Emergency loan from sponsor to SPAC for working capital bridge financing
• Oct 19, 2026 Automatic termination date for Arrington’s Series C subscription unless deal closes or extended
• $214.05M Total advance subscriber cash commitment against 84.4 million purchased XRP in custody

Armada Acquisition Corp. II disclosed in SEC filings that it received an unsecured note from Arrington XRP Capital Fund on July 31, 2025, containing $135,000 in working capital funds.

The note, signed two days earlier on July 27, carries no specified interest rate or repayment schedule in available disclosures and matures when the underlying business combination with Evernorth either closes or terminates.

Arrington, a crypto-focused venture fund, holds dual roles as both the SPAC’s sponsor and the largest committed capital provider, creating a structural dependency that the bridge loan underscores.

The timing and scale of the borrowing coincide with Armada’s amended registration statement remaining in preliminary form as of early August, with shareholder meeting and record dates still blank and no SEC effectiveness notice filed.

For institutional investors tracking XRP market structure and product launchers, the loan signals that Armada faces operational cash constraints despite receiving hundreds of millions of dollars in advance subscription commitments.

SPACs routinely draw sponsor-provided bridges to cover legal, administrative, and regulatory filing costs during the pre-closing phase, making such loans structurally normal rather than inherently distressed. However, the loan amount relative to the deal’s stated $214 million advance capital commitment raises questions about how those subscription proceeds are being held and deployed.

SEC filings indicate that $214 million in cash purchased approximately 84.4 million XRP tokens, with the purchased tokens plus directly contributed XRP held in conditional pre-closing custody pending deal approval.

The existence of the bridge financing reveals that the SPAC operator has not retained sufficient unencumbered capital to fund its own operating costs from subscription management or that Arrington has opted to retain liquidity rather than advance administrative funds directly.

Arrington’s October 2026 Termination Date Creates Hard Deadline for Deal Closure

The most material risk factor disclosed in Armada’s filings centers on Arrington’s Series C subscription agreement, executed on October 19, 2025, which includes an automatic 12-month termination provision expiring October 19, 2026.

Under the filed subscription terms, if the business combination agreement’s “Outside Date” contractual closing cutoff passes without a signed written extension, each advance subscriber’s share of the escrowed XRP and residual cash becomes returnable on demand.

Arrington committed $214.05 million in cash and 600,000 XRP across its subscription agreement, and that capital funded the acquisition of approximately 84.4 million XRP now held in conditional custody.

If the October 19, 2026 deadline arrives without deal closure and no extension agreement is signed, Arrington and other advance subscribers may demand return of their XRP holdings and cash residuals, creating a forced liquidation scenario for the escrowed asset pool.

The subscription agreement structure creates a binary outcome: either the SPAC completes its merger with Evernorth by mid-October 2026, or subscription capital becomes returnable and the transaction structurally unwinds. SEC disclosures do not reveal the underlying business combination agreement’s stated Outside Date or any extension notices filed to date.

This opacity makes the actual closing timeline unclear to public investors, though Armada’s continued preliminary registration status as of August 3 suggests a multi-month path to shareholder meeting and SEC effectiveness. Delayed subscribers committed an additional $10.5 million and 200,000 XRP but are entitled to receive those funds only at closing, meaning they bear no contractual return risk.

A separate Ripple affiliate placed 50 million XRP in pre-closing custody under distinct subscription terms, and RippleWorks, a Ripple-affiliated entity, supplied Arrington with $500,000 and approximately 211.3 million XRP under a separate agreement that permits withdrawal if the business combination is not completed.

The tiered subscription structure and withdrawal provisions reveal significant XRP concentration held conditionally by Ripple-linked entities and Arrington.

If the deal fails to close before October 2026, Ripple-associated holders could trigger a combined return of over 261 million XRP from pre-closing custody, plus 50 million XRP from the affiliate subscription, totaling roughly 311 million tokens.

Added to Arrington’s potential 84.4 million XRP return from advance subscriber cash deployment, the total XRP at risk of forced return could exceed 400 million tokens, a material overhang on secondary market liquidity if deposit flows reverse and sellers face redemption pressure simultaneously.

Registration Delay and Blank Meeting Dates Signal Extended Timeline to Shareholder Vote

As of early August 2025, Armada’s amended registration statement remained in preliminary form with no SEC effectiveness notice on file and both the shareholder record date and meeting date left blank. This preliminary status indicated that the SEC’s review process had not yet completed and that shareholder voting was not imminent.

Typical SPAC review timelines range from three to six months following the amended registration filing, depending on SEC comment rounds and disclosure completeness.

No definitive proxy statement or effectiveness notice appeared in SEC filing feeds as of the published reporting date, meaning the path from preliminary registration to shareholder approval and deal closure remained several months away in practical terms.

The delayed registration approval chain directly impacts the October 2026 subscription termination deadline. If shareholder approval and SEC effectiveness occur in late 2025 or early 2026, and if closing mechanics and regulatory approvals then consume several additional months, the transaction’s closing date could coincide with or arrive after the October 19, 2026 Arrington termination point.

The filing history does not disclose whether Armada and Arrington have negotiated a signed extension to the October termination date or whether such an extension is pending. Without a publicly disclosed extension agreement, institutional investors and holders of conditionally escrowed XRP face material uncertainty about the deal’s likelihood of closing before the hard deadline.

XRP Custodial Holdings and Ripple Affiliate Withdrawal Rights Shape Deal Economics

Beyond Arrington’s core $214 million subscription, the escrow structure reveals that Ripple-affiliated entities hold substantial conditional XRP positions. RippleWorks provided Arrington with approximately 211.3 million XRP and $500,000 in cash, which Arrington is contractually obligated to invest through the Series C agreement.

However, RippleWorks retains an explicit right to withdraw that combined XRP amount if the business combination is not completed. This provision creates a withdrawal option for Ripple on roughly 211 million XRP, separate from the return mechanics triggered by Arrington’s October 2026 termination.

A Ripple affiliate also placed 50 million XRP directly in pre-closing custody under its own subscription agreement terms.

Combined, Ripple-linked contributors have conditional control over or interest in approximately 261 million XRP held in escrow custody. The filing does not disclose whether Ripple’s withdrawal rights operate independently or are subordinated to the Arrington termination date, creating ambiguity about which party can trigger return of which tokens and in what order. If both Ripple