Armada Acquisition Corp. II (XRPN) risk factors, FY2025 10-K

Risks Related to the Transactions

1. 01The consummation of the Transactions is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Transactions may not be completed
2. 02The Business Combination Agreement contains provisions that limit Pubco from seeking an alternative business combination. If the Transactions are not completed, those restrictions may make it harder for Pubco to complete an alternate business combination before the end of the Combination Period
3. 03Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity

Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business

1. 04Combination and Post-Business Combination Risks
2. 05Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination
3. 06If we seek shareholder approval of our initial business combination, our New Sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote
4. 07Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination
5. 08We do not have a minimum net tangible asset requirement
6. 09The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
7. 10The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure
8. 11The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
9. 12You will not be entitled to protections normally afforded to investors of many other blank check companies
10. 13If the net proceeds of our Initial Public Offering not being held in the Trust Account are insufficient to allow us to operate for at least 18 months following the closing of our Initial Public Offering, we may be unable to complete our initial business combination
11. 14If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share initially held in the Trust Account
12. 15Our directors may decide not to enforce the indemnification obligations of the New Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders
13. 16Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects
14. 17We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise
15. 18We are not required to obtain an opinion from an independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view
16. 19Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
17. 20Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition
18. 21We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree
19. 22Investors may not have sufficient time to comply with the delivery requirements for redemption
20. 23We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company
21. 24We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination
22. 25Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business
23. 26We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
24. 27Holders of Class A Shares will not be entitled to vote on any appointment or removal of directors we hold prior to our initial business combination
25. 28Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations
26. 29We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings
27. 30Of the gross proceeds from our Initial Public Offering and the sale of the private placement units, $231,150,000 will be available to complete our business combination and pay related fees and expenses (which includes $9,200,000 for the payment of deferred underwriting commissions)
28. 31We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
29. 32We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all
30. 33We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination

Risks Relating to our New Sponsor and Management Team

1. 34We are dependent upon our officers and directors and their departure could adversely affect our ability to operate
2. 35Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination
3. 36Our officers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented
4. 37Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
5. 38In particular, affiliates of our New Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates
6. 39We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our New Sponsor, officers, directors or existing holders which may raise potential conflicts of interest
7. 40On November 7, 2024, our Original Sponsor paid $25,000, or approximately $0.00317 per share, to cover certain of our offering and formation costs in exchange for 7,880,000 founder shares. Prior to this initial investment in us by the Original Sponsor, we had no assets, tangible or intangible

Risks Relating to our Securities

1. 41We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time
2. 42If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
3. 43You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss
4. 44If we have not completed our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our Trust Account
5. 45Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
6. 46If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
7. 47Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
8. 48a decreased ability to issue additional securities or obtain additional financing in the future
9. 49The grant of registration rights to our initial holders and holders of placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A Shares
10. 50We may amend the terms of the warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least a majority of the then outstanding warrants
11. 51We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
12. 52Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A Shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash
13. 53Our warrants and founder shares may have an adverse effect on the market price of our Class A Shares and make it more difficult to effectuate our initial business combination
14. 54Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies
15. 55A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination
16. 56Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Shares and could entrench management
17. 57If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations
18. 58After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights
19. 59If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
20. 60Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished
21. 61Conditions exist that raise substantial doubt about our ability to continue as a going concern if we do not complete an initial business combination within the Combination Period
22. 62We lack an operating history, and you have no basis on which to evaluate our ability to achieve our business objective
23. 63Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us
24. 64Our New Sponsor has the ability to remove itself as the Company’s sponsor or to substantially reduce its interests in the Company before identifying a business combination, which may result in change in the strategy and focus of our Company in pursuing a business combination
25. 65Attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination
26. 66Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
27. 67Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination
28. 68Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination
29. 69Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict
30. 70We may not hold an annual general meeting until after the consummation of our initial business combination. Our public shareholders will not have the right to appoint directors prior to the consummation of our initial business combination
31. 71The requirements of being a public company may strain our resources and divert management’s attention
32. 72The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation
33. 73We may transfer by way of continuation into another jurisdiction in connection with our initial business combination and such continuation may result in taxes imposed on shareholders
34. 74Certain agreements related to our Initial Public Offering may be amended without shareholder approval
35. 75We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers
36. 76After our initial business combination, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate
37. 77a majority of the independent directors recommend director nominees for selection by the board of directors
38. 78We may face risks related to financial technology businesses
39. 79We may not be able to protect our intellectual property and we may be subject to infringement claims