Armada Acquisition Corp II

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve the Business Combination Agreement and the Transactions, including the Company Merger and SPAC Merger, under which SPAC and its related entities will combine with Pathfinder Digital Assets LLC and Ripple Labs Inc. on the terms described in the agreement.

   More detail

   This proposal asks shareholders to approve the Business Combination Agreement and the related Transactions. The contemplated structure combines a Company Merger involving Pathfinder Digital Assets LLC with an SPAC Merger involving Armada Acquisition Corp. II. Ripple Labs Inc. is a significant counterparty and is expected to receive Pubco Class A Common Stock under the transaction terms. Approval is a condition precedent to closing and is cross-conditioned with approval of the Merger and Domestication proposals. The SPAC Board is seeking approval to transform SPAC into the operating public-company structure described in the proxy statement. The Board considered a fairness opinion from Cohen & Company Securities, LLC, which concluded that the Exchange Ratio was fair to SPAC from a financial point of view as of October 19, 2025. The Board also considered transaction structure, funding arrangements, redemption effects, regulatory and closing conditions, and the strategic opportunity associated with the target’s digital-asset and XRP-related business. Important countervailing context includes substantial sponsor and officer incentives to complete a business combination rather than liquidate, as well as potential dilution and volatility associated with XRP and the post-closing capitalization. The SPAC Board unanimously determined that the expected benefits outweighed the risks and unanimously recommends a vote FOR.

2. 2

   The Merger Proposal

   ManagementBoard: FOR

   Authorize and approve, by special resolution, the merger of SPAC Merger Sub with and into SPAC after domestication, with SPAC surviving and the assets and liabilities of SPAC Merger Sub vesting in SPAC.

   More detail

   This proposal asks shareholders to authorize the SPAC Merger by special resolution. Following domestication, Evernorth Corporate Merger Sub Inc. would merge with and into SPAC, with SPAC continuing as the surviving entity. The merger would vest the undertaking, property, and liabilities of SPAC Merger Sub in SPAC. Although shareholder approval is not required under the SPAC Charter or Cayman Islands law because the merger occurs after domestication, the transaction must satisfy applicable Delaware law requirements. The proposal is intended to invoke the statutory framework of Sections 251 and 388 of the Delaware General Corporation Law. Approval is also a condition to the Business Combination Proposal and the Domestication Proposal, so failure of any condition precedent proposal prevents the Transactions from closing. The post-merger structure is designed to place the surviving SPAC entity beneath Pubco as part of the broader business combination. Shareholders will ultimately become Pubco stockholders on the terms of the Business Combination Agreement. The SPAC Board believes the merger is necessary to implement the transaction and is in the best interests of SPAC and its shareholders. The Board unanimously recommends voting FOR, while noting sponsor and management interests that may differ from those of public shareholders.

3. 3

   The Domestication Proposal

   ManagementBoard: FOR

   Approve the Plan of Domestication and the continuation of SPAC from a Cayman Islands exempted company into a Delaware corporation, including the related filings, change of name, and conversion of outstanding securities.

   More detail

   This proposal asks shareholders to approve the Plan of Domestication and change SPAC’s corporate domicile from the Cayman Islands to Delaware. The domestication would be implemented through a certificate of domestication, a Proposed Certificate of Incorporation, required Cayman filings, and a certificate of deregistration. Upon effectiveness, SPAC would continue as a Delaware corporation under the name Arrington Capital SPAC I Inc. Outstanding SPAC securities would convert into corresponding securities of the Delaware corporation as described in the proxy statement. The domestication is a condition precedent to closing the Business Combination and is cross-conditioned with the Business Combination and Merger proposals. It also enables the post-domestication SPAC Merger to proceed under the Delaware General Corporation Law. Only holders of SPAC Class B Shares are entitled to vote on this proposal, and the Sponsor owns all outstanding Class B Shares as of the record date. The Board cites transaction implementation, legal continuity, and the need to establish the Delaware corporate structure as reasons for seeking approval. The proposal may also affect shareholder rights because Delaware law and the proposed Delaware organizational documents would govern after the transaction. The SPAC Board unanimously recommends voting FOR, while disclosing sponsor and officer interests in completing the Transactions.

4. 4

   The Advisory SPAC Delaware Documents Proposals

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis through separate sub-proposals 4A and 4B, material differences between the existing SPAC Charter and the Proposed SPAC Delaware Documents, including amendment thresholds and exclusive forum provisions.

   More detail

   This proposal presents two separate, non-binding advisory votes concerning the Proposed SPAC Delaware Documents. Sub-proposal 4A would establish heightened approval thresholds for amending the Proposed Certificate of Incorporation and bylaws, while preserving lower thresholds for specified provisions. It would also authorize the SPAC Board to adopt, amend, or repeal the Proposed SPAC Delaware Bylaws without a stockholder vote. Sub-proposal 4B would designate the Delaware Court of Chancery as the exclusive forum for certain disputes and federal district courts as the exclusive forum for Securities Act claims. Management argues that these provisions provide an appropriate governance framework during the period between domestication and closing. The provisions are intended to be effective upon domestication regardless of the advisory vote, assuming the condition precedent proposals are approved. The advisory structure is designed to allow shareholders to express separate views on material governance differences in accordance with SEC guidance. The exclusive-forum provisions are intended to reduce duplicative litigation, improve consistency, and place disputes before courts familiar with the applicable law. The heightened amendment requirements and board bylaw authority may protect organizational continuity but could constrain shareholder flexibility and increase anti-takeover effects. The SPAC Board unanimously recommends voting FOR both advisory sub-proposals, while disclosing sponsor and director conflicts and noting that the votes are not binding.

5. 5

   The Advisory Organizational Documents Proposals

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis through separate sub-proposals 5A–5E, material differences between the existing SPAC Charter and Pubco’s Proposed Organizational Documents, covering authorized shares, director removal, written consent, amendment thresholds, and exclusive forums.

   More detail

   This proposal contains five separate non-binding advisory votes on Pubco’s post-transaction governance documents. Proposal 5A would authorize a substantially larger capital structure consisting of multiple classes of common stock and preferred stock, providing flexibility for financing, growth, acquisitions, and other corporate needs. Proposal 5B would make director removal subject to at least the applicable Nevada statutory threshold, currently two-thirds, but never less than a simple majority. Proposal 5C would eliminate stockholder action by written consent without a meeting, requiring action at an annual or special meeting. Proposal 5D would establish amendment and bylaw thresholds and authorize the Pubco Board to amend or repeal the bylaws without stockholder approval. Proposal 5E would select Nevada state courts for certain disputes and federal courts for Securities Act claims, subject to stated exceptions. Management argues that the provisions are needed to support Pubco as an operating company, preserve governance continuity, facilitate capital flexibility, and reduce duplicative or inconsistent litigation. The provisions also have potential anti-takeover effects because they limit written-consent action and make director removal and governance amendments more difficult. Although the votes are advisory and non-binding, the Proposed Organizational Documents are intended to become effective at the Business Combination closing if the condition precedent proposals are approved. The SPAC and Pubco Boards unanimously recommend voting FOR all five sub-proposals, while acknowledging sponsor and management interests that may differ from those of public shareholders.

6. 6

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Extraordinary General Meeting to a later date or dates if needed for additional proxy solicitation, supplemental disclosure, investor engagement, or other reasons determined necessary or desirable by SPAC.

   More detail

   This proposal asks shareholders to authorize adjournment of the Extraordinary General Meeting to a later date or dates. The primary purpose is to permit additional solicitation and voting if the meeting lacks sufficient votes to approve one or more proposals. Adjournment could also allow SPAC to file or mail supplemental or amended disclosure required by law and give shareholders time to review it. The proposal expressly includes additional time to engage with investors. It further permits adjournment whenever SPAC reasonably determines that it is necessary or desirable. Unlike the condition precedent proposals and advisory document proposals, the Adjournment Proposal is not conditioned on approval of another proposal. Management argues that adjournment could prevent an otherwise avoidable failure of the Transactions caused by insufficient votes or disclosure timing. The authority could also facilitate further purchases or other arrangements intended to improve the likelihood of obtaining a favorable vote and closing the Transactions. The Board’s recommendation is particularly relevant because the adjournment mechanism may extend the solicitation process rather than resolve shareholder opposition. The SPAC Board believes the proposal is in the best interests of SPAC and its shareholders and unanimously recommends voting FOR, while disclosing sponsor and officer interests in completing the Transactions.

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When is the Armada Acquisition Corp II 2026 special meeting?

Armada Acquisition Corp II (XRPN) holds its 2026 special shareholder meeting on Wednesday, September 30, 2026.

What is the record date for the Armada Acquisition Corp II 2026 meeting?

The record date for the Armada Acquisition Corp II 2026 meeting is Thursday, August 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Armada Acquisition Corp II's 2026 meeting?

The board is presenting 3 director nominees at the Armada Acquisition Corp II 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Armada Acquisition Corp II 2026 meeting?

Shareholders will vote on 6 proposals at the Armada Acquisition Corp II 2026 meeting, each tagged with who proposed it and the board's recommendation.