XRPNWMEDIUM SIGNALMANAGEMENT10-Q

XRPNW changed sponsors from Armada Sponsor II LLC to a new entity during the period, while reducing operating losses and maintaining pre-revenue SPAC status.

The sponsor change represents a material shift in the SPAC's backing and strategic direction, which could affect the quality and timing of potential business combination targets. As a recently formed SPAC still seeking its initial business combination, such management changes warrant investor attention regarding execution capability and deal sourcing.

Comparing 2026-02-13 vs 2025-08-11View on EDGAR →
FINANCIAL ANALYSIS

The company's financial position shows mixed signals with operating losses narrowing meaningfully from $2.9M to $974K, indicating better cost control. However, current assets declined 39% to $272K while current liabilities increased 18.8% to $5.1M, creating a more strained liquidity position. The overall picture reflects a SPAC in active pursuit of a business combination with tighter expense management but increasing funding pressures.

FINANCIAL STATEMENT CHANGES
Operating Income
P&L
+66.5%
-$2.9M→-$974K

Operating leverage kicking in — revenue growth outpacing cost growth, a hallmark of scaling businesses.

Current Assets
Balance Sheet
-39%
$446K→$272K

Current assets declined 39% — monitor working capital adequacy and short-term liquidity.

Current Liabilities
Balance Sheet
+18.8%
$4.3M→$5.1M

Current liabilities rose 18.8% — increased short-term obligations, watch current ratio.

LANGUAGE CHANGES
NEW — 2026-02-13
PRIOR — 2025-08-11
ADDED
ii 1 http://fasb.org/srt/2025#ChiefExecutiveOfficerMember PART I - FINANCIAL INFORMATION Item 1.
II NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) NOTE 1.
II (hereinafter, the Company or the SPAC ) was incorporated as a Cayman Islands exempted company on October 3, 2024 .
As of December 31, 2025, the Company had not commenced any operations.
All activity for the period from October 3, 2024 (date of inception) through December 31, 2025, relates to the Company s formation activities in pursuit of completing a business combination and the Initial Public Offering.
Sponsor, Founder and Proposed Financing For the period from October 3, 2024 (date of inception) through August 28, 2025 the Company s sponsor was Armada Sponsor II LLC, a Delaware limited liability company (the Original Sponsor ).
Effective August 28, 2025, upon completion of the Purchase Agreement (as defined below) Arrington XRP Capital Fund, LP, a Delaware limited partnership is the Company s sponsor (the New Sponsor ).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 710,000 private placement units, 400,000 of which were purchased by the Original Sponsor and 310,000 purchased by the underwriter at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 7,100,000 .
II branding for a period of time that expires not later than November 22, 2026 (unless the termination date of the Company is extended to a later date).
On August 28, 2025, the New Sponsor Purchase was completed pursuant to the terms of the Purchase Agreement (the Closing ), the appointments and resignations of directors of the Company described below and in the Schedule 14F and Item 5.02 of the company s Current Report on Form 8-K as filed with the SEC on August 28, 2025 became effective, and the Original Sponsor ceased to control the Company.
REMOVED
Financial Statements 1 Unaudited Condensed Balance Sheet as of June 30, 2025 1 Unaudited Condensed Statements of Operations for the Three Months ended June 30, 2025 and for the period from October 3, 2024 (Inception) through June 30, 2025 2 Unaudited Condensed Statement Shareholders Deficit for the period from October 3, 2024 (Inception) through June 30, 2025 3 Unaudited Condensed Statement of Cash Flows for the period from October 3, 2024 (Inception) through June 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.
II NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2025 (Unaudited) NOTE 1.
II (the Company ) was incorporated as a Cayman Islands exempted company on October 3, 2024 .
As of June 30, 2025, the Company had not commenced any operations.
All activity for the period from October 3, 2024 (date of inception) through June 30, 2025 relates to the Company s formation and the Initial Public Offering.
Sponsor, Founder and Proposed Financing The Company s sponsor is Armada Sponsor II LLC, a Delaware limited liability company (the Sponsor ).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 710,000 private placement units, at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 7,100,000 .
Liquidity The Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our initial Business Combination.
Moreover, the Company may need to obtain additional financing (see also Note 4 - Related Party Loans ) either to complete our Business Combination or because the Company may become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.
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