Business Description

We are a blank check company or special purpose acquisition company, incorporated on October 3, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to as our initial business combination throughout this Annual Report on Form 10-K. We disclosed in our Final Prospectus that while we may pursue an initial business combination target in any business or industry, we intended to concentrate our efforts identifying businesses in the FinTech, SaaS and AI industries. We believe the creation, delivery and servicing of financial payment products and related services for consumers and businesses is undergoing continuous evolution, which will further and dramatically develop in the years ahead. Amid an increased level of sophistication in financial technology and services, we believe that there are many potential targets within the financial technology industry that could become attractive public companies, and that many other potential targets will continue to emerge. We believe that these potential targets exhibit a diverse range of business models and growth characteristics, ranging from high-growth companies to established firms with stable revenues and strong cash flow. In addition, these businesses tend to have above-industry growth rates and would greatly benefit from access to public market capital and management’s extensive operational experience in both public and private companies. We believe our Management Team is well-positioned to capitalize on these trends and to identify, acquire, and manage a business in the financial technologies industry that can benefit from their operational, strategic, managerial and transaction experience, as well as their differentiated networks. We are not, however, required to complete our initial business combination with a financial technologies business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate and which will offer the potential of sustained high levels of revenue and earnings growth. Background and Business Combination Agreement On May 22, 2025, we completed our Initial Public Offering of the Units, each comprising one Class A Share and one-half of one whole warrant to purchase one Class A Share (“Armada Public Warrants”), generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the private placement (the “Private Placement”) of 710,000 private placement units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), each unit consisting of one Class A Share and one-half of one whole warrant to purchase one Class A Share, generating gross proceeds of $7,100,000. Following the closing of the Initial Public Offering, a total of $231,150,000 of the net proceeds (including the Underwriter’s deferred discount of up to $4,600,000) was placed in a trust account (the “Trust Account”), composed of the net proceeds from the Initial Public Offering and a portion of the proceeds from the private placement. As of September 30, 2025, the Trust Account balance was approximately $234.6 million. Since the Initial Public Offering, our activity has been limited to efforts toward locating and completing a suitable business combination. On August 12, 2025, we entered into the Purchase Agreement with the New Sponsor and the Original Sponsor, pursuant to which the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B Shares (the “Founder Shares”), 400,000 Class A Shares, and 200,000 Private Warrants for an aggregate purchase price of $6,600,000 (such transaction, the “New Sponsor Purchase”) and the New Sponsor received a limited, -1- Table of Contents revocable license to our branding for a period of time that expires not later than November 22, 2026, subject to terms and conditions therein.…