Armada Amends Ripple Merger Terms with XRP-Price-Linked Adjustments

summarizeSummary

Armada amended its Ripple merger agreements to tie sponsor forfeitures and PIPE share counts to XRP price movements, with a 39.9% ownership cap for SBI. The changes come as the SPAC faces a November 22, 2026 liquidation deadline.

check_boxKey Events · M&A and Partnerships · XRPN

• Merger Terms Amended

  Amendment No. 1 to the Business Combination Agreement proposes changes to Pubco's amended and restated articles of incorporation, effective upon closing.

• Sponsor Forfeiture Now Variable

  The Sponsor Support Agreement amendment replaces fixed forfeitures (120,000 Class A, 2,364,000 Class B, 60,000 warrants) with a variable adjustment factor equal to the lesser of (Closing XRP Price / Signing XRP Price) and 0.7.

• PIPE Pricing Tied to XRP

  Series C, Advance Funding, and Contribution agreements now incorporate a closing-date XRP price adjustment factor, reducing shares issued if XRP falls and adding shares if XRP rises.

• SBI Ownership Capped at 39.9%

  SBI Entity Amendments limit SBI's Pubco Class A ownership to 39.9%, with the balance issued as non-voting Class C shares convertible into Class A.

auto_awesomeAnalysis · XRPN · Real Estate & Construction

Armada Acquisition Corp. II amended its business combination agreement with Ripple Labs and related subscription agreements on August 12, 2026. The amendments replace fixed share forfeiture and subscription terms with variable mechanisms tied to the XRP price at closing versus signing. This directly affects the economics of the pending merger for the sponsor, PIPE investors, and Ripple affiliates. The company also faces a November 22, 2026 liquidation deadline, making these amendments critical to whether the deal closes.