We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (no. 333-245008 and 333-281432) and Form S-3 (no. 333-281188) of Octave Specialty Group, Inc. of our report dated June 2,2025, relating to the financial statements of ArmadaCorp Capital, LLC, which appears in this Current Report on Form 8-K.

/s/ PricewaterhouseCoopers LLP
New York, New York
January 6, 2026

SiriusPoint referred to in the financial statements as Member. On October 31, 2025, Ambac Financial Group, Inc. (“Ambac”), an insurance holding company, acquired ACC from SiriusPoint. On November 10, 2025, Ambac changed its name to Octave Specialty Group Inc. (Octave).

ACC and Subsidiaries do business as Armada Global (the “Company”) and operate as an insurance and healthcare services company, managing general agent and underwriter for insurance carriers that distribute specialty employee benefit products, and a provider of third party administration services. The Company has developed proprietary insurance products called Ultimate Health, ComplaMed, Plena Health, BeneBoost, and WellPak. The Company also operates as a health data science and services company that empowers consumers to gain access to the right doctor and receive the care they deserve. The Company has proprietary solutions that combine big data and expert clinical insights into an intelligence platform that is used to solve root causes of healthcare access problems. Commercial services are provided to insurance carriers and consist of providing enrollment, premium billing, claims administration and customer service to their fully insured policyholders. These policyholders are located throughout the United States of America.

In accordance with generally accepted methods of presenting limited liability company financial statements, the accompanying consolidated financial statements do not include the assets and liabilities of the Member, including its obligation for income taxes on its distributive share of the net income or loss of the limited liability company. The expenses shown in the accompanying consolidated statements of income do not include any salaries related to the Member.

These unaudited Consolidated Financial Statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and note disclosures required by U.S. GAAP for complete consolidated financial statements.

These unaudited Consolidated Financial Statements reflect all adjustments that are normal and recurring in nature necessary for a fair statement of the Company’s financial position as of September 30, 2025, its results of operations for the nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s annual financial statements for the year ended December 31, 2024. The Consolidated balance sheet data as of December 31, 2024 was derived from audited financial statements.

For the nine months ended September 30, 2025 and 2024, 95.1% and 94.4% of the Company’s revenue was derived from the premiums paid by the customers of two insurance carriers (Transamerica Life Insurance Company and SiriusPoint America Insurance Company), respectively. Transamerica Life Insurance Company and SiriusPoint America Insurance Company (“the insurance carriers”) are the Company’s customers. The Company earns a percentage of premiums collected on behalf of these insurance carriers. For the nine months ending September 30, 2025 and 2024, revenue derived from Transamerica Life Insurance Company represented 54.7% and 58.4% of the Company’s revenue, respectively.

For the nine months ending September 30, 2025 and 2024, revenue derived from SiriusPoint America Insurance Company represented 40.4% and 36.0% of the Company’s revenue, respectively.

Accounts receivable for billed services represents commission amounts due to the Company from the insurance carriers, as a result of premiums billed to insureds but not yet collected. Based on its current experience, the Company determines if an allowance for estimated losses resulting from amounts deemed to be uncollectible is necessary. Given the Company’s history of very limited uncollected premium and fees, the Company's allowance for estimated losses was $0 as of September 30, 2025 and December 31, 2024.

Accounts receivable and other receivables, net consisted of the following:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the consolidated statement of income for the respective period.

The cost of property and equipment is depreciated and amortized using the straight-line method over the following estimated useful lives:

The Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of September 30, 2025 and December 31, 2024, the Company did not have any finance leases.

The Company accounts for the valuation of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. As of September 30, 2025 and December 31, 2024, management did not believe any long-lived assets or identifiable intangible assets were impaired. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to sell. As of September 30, 2025 and December 31, 2024, management has not identified any assets as being held for disposal.

The Company capitalizes internally developed proprietary software costs (“software”) related to product technology in accordance with ASC 350-40, Internal Use Software. During the software application development stage, capitalized costs include cost of software licenses and external consulting costs.

Software development costs for each product are amortized using the straight-line method over the remaining estimated economic life of the product, which is anticipated to be two years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying values of the assets may not be recoverable. There was no impairment during the periods ending September 30, 2025 and December 31, 2024.

The Company follows guidance under ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes commission revenue of the specialty employee benefit products and associated underwriting service of writing and placing the policy on the policy effective date. The Company’s customers are the insurance carriers and the Company’s commission revenue represents a percentage of premiums collected on behalf of the insurance carriers. This commission revenue is appropriately classified as revenue in the consolidated statements of income derived from policies with affiliates or policies with non-affiliates, depending on the policyholder’s insurance carrier. SiriusPoint America Life Insurance Company, one of the two insurance carriers, is both a customer of the Company and an affiliate (see Note 3). Specialty employee benefit product customers are billed on a monthly basis on behalf of the insurance carriers throughout the duration of their policy period. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of September 30, 2025 totaled $6,837 all of which the company expects to collect in the next 12 months. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2024 totaled $3,616, all of which the Company expects to bill and collect during 2025.

The Company also follows guidance under the Subtopic 340-40, Other Assets and Deferred Costs —Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. The Company has determined commissions paid to sales representatives for the sale of new policies qualify as incremental costs under ASC 606 and therefore are capitalizable upon obtaining the contract and amortized to expense over the estimated average customer life of 7 years, included in prepaid expenses in the consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the prepaid amounts totaled $1,491 and 1,348, respectively.

The Company bills customers on behalf of the insurance carriers in advance of the premium coverage date and premium due date (“effective date”). Trade receivables, any related premium payable to insurance carriers and revenue for administration are recorded on the date the Company has the contractual right to receive the revenue, which is generally the later of the billing date or the effective date of the policy installments.

Prebilled amounts collected from customers, but not yet submitted to the insurance carriers, are segregated from the Company’s operating cash account. The portion of the Company’s cash representing amounts collected from customers but not yet submitted to the insurance carriers or the Company, as well as amounts held by the Company on behalf of the insurance carriers to fund claims, totaled $19,516 and as of September 30, 2025, and $15,853 as of December 31, 2024. The amounts are included in restricted cash on the accompanying consolidated balance sheets.

Health connections revenue relating to healthcare advisory services to insureds is recognized over the policy term.

In April 2016, the Company executed a profit-sharing agreement with an insurance carrier establishing the Company’s right to a percentage of certain excess underwriting margin from the insurance carrier relative to policies written in each calendar year. For the nine months ending September 30, 2025, there was no excess underwriting margin reported by the insurance carrier that would be due in 2023. For the year ended December 31, 2024, no payments were due from the Company from the insurance carrier.

Effective, June 30, 2023, the Company is a limited liability company classified as a disregarded entity for Federal and state income tax purposes. Prior to June 30, 2023, the Company was a limited liability company treated as a partnership for Federal and state income tax purposes. Under both classifications, the Company does not directly pay income taxes. The taxable income or loss, which may vary from the net income or loss reported on the accompanying statements of income, is included in the federal and state tax returns of its Member.

As such, no provision or liability for Federal or state income tax has been provided in the accompanying consolidated financial statements.

The Company believes that almost all of its income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material, adverse effect on the Company’s financial condition, income or cash flows. The Company had no uncertain tax positions as of September 30, 2025 and December 31, 2024.

The components of software and intangibles are as follows:

Amortization expense related to software totaled $24 and $110 for the nine months ended September 30, 2025 and 2024, respectively.

The estimated future amortization expense for 2026 is $125.

The Company has obtained trademark registrations for various marks in the U.S., which the Company has determined to have indefinite useful lives. During the nine months ended September 30, 2025 and 2024, the Company did not recognize any impairment losses related to indefinite-lived trademarks.

As of September 30 2025 and December 31, 2024, SiriusPoint America Insurance Company has advanced $3,500 to the Company to be used for payments of incoming claims for SiriusPoint America Insurance Company customers. The advanced funds, net of claims paid, are reported as restricted cash in the consolidated balance sheets, with the related liability included in accounts payable to insurance companies and customers in the consolidated balance sheets.

On January 1, 2018, the Company’s subsidiary entered into an administrative service agreement (the “Administrative Agreement”) with SiriusPoint America Insurance Company for claims, billing and premium administration. As per the terms of the Administrative Agreement, the agreement term is through January 1, 2024, with additional automatic one-year renewal options unless terminated for cause. During the nine months ending September 30, 2025 2024, fees paid to the Company by SiriusPoint America Insurance Company under the Administrative Agreement totaled $5,410 and $4,580, respectively, and are included in revenue in the consolidated statements of income.

On January 1, 2018, the Company entered into a managing general underwriting agreement (the “Underwriting Agreement”) for the placement of policies with SiriusPoint America Insurance Company customers.

Per the terms of the Underwriting Agreement, the agreement term is through January 1, 2022, with additional automatic one-year renewal options unless terminated for cause. During the nine months ending September 30 2025 and 2024, commission fees paid for marketing and sales activities to the Company by SiriusPoint America Insurance Company under the Underwriting Agreement totaled $6,714 and $5,518, respectively, and are included in revenue on the consolidated statements of income.

On January 1, 2021, a Company subsidiary entered into an agreement with International Medical Group (“IMG”) for certain medical, travel, security and assistance services. Company paid IMG $123 and $106 during the nine months ended September 30, 2025 and 2024, respectively. These expenses are included in cost of sales in the consolidated statements of income.

In July, 2023, the Company entered into a fourth amendment to lease certain office space premises in a building in Hunt Valley, MD (“the Amended Lease Agreement”). According to the terms of the Amended Lease Agreement, the Company agreed to downsize the square footage leased from approximately 25,606 square feet to approximately 16,117 square feet. In addition, the Company agreed to an extension to the lease term of five years and six months, commencing on April 1, 2024 through September 30, 2029 with the option to renew for two additional periods of three years. The base monthly rent escalates on a sliding scale from July 2023 of $16 to September 2029 of $31, with rent payment due monthly.

Operating lease expense totaled $321 for the nine months ending September 30, 2025 and 2024.

Other information related to leases as of September 30, 2025 and December 31, 2024.

The following table presents future annual minimum lease payments required under non-cancellable leases and the present value discount to arrive at total lease liability as of September 30, 2025 and December 31, 2024:

The Company maintains a qualified 401(k) plan covering substantially all of its employees. Under the provisions of the plan, the Company may make discretionary matching contributions. Matching contributions totaled $357 and $367 for the period ending September 30, 2025 and 2024, respectively.

The Company evaluated events and transactions occurring subsequent to September 30, 2025 through January 6, 2026; the date the accompanying consolidated financial statements were available to be issued.

The Company settled $322 of related party payables (included in Accrued Expenses on Balance Sheet) in October 2025.

The Company made a final dividend payment to SiriusPoint on October 29, 2025 in the amount of $3,450.

On October 31, 2025, Ambac Financial Group, Inc. (“Ambac”), an insurance holding company, acquired ACC from SiriusPoint.

On November 10, 2025, Ambac changed its name to Octave Specialty Group Inc. (Octave).

The following unaudited, pro forma, combined financial information gives effect to the following transaction by Octave Specialty Group, Inc (“Octave”):

•Octave’s acquisition of ArmadaCorp Capital, LLC, (“ArmadaCorp”) under a Membership Interest Purchase Agreement dated October 31, 2025 for total consideration of approximately $250.0 million in cash, financed in part with borrowings of $120.0 million made concurrent with the acquisition (the “ArmadaCorp Transaction”).

•On September 29, 2025, pursuant to a stock purchase agreement dated as of June 4, 2024, as amended by the First Amendment thereto dated as of July 3, 2025 (the "Purchase Agreement") and the Letter Agreements dated July 3, 2025, and September 22, 2025, with American Acorn Corporation (the “Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., Octave sold all of the issued and outstanding shares of common stock of Ambac Assurance Corporation (“AAC”), a wholly owned subsidiary of Octave, to the Buyer for $420.0 million in cash (the "AAC Transaction”).

The ArmadaCorp Transaction and AAC Transaction have been accounted for in the unaudited pro forma combined statement of operations (the “pro forma statement of operations”) for the nine months ended September 30, 2025 and the year ended December 31, 2024, as if it had been completed on January 1, 2024, and exclude results of discontinued operations. The unaudited pro forma combined balance sheet as of September 30, 2025, gives effect to the ArmadaCorp Transaction as if it occurred on September 30, 2025.

The following unaudited pro forma combined financial statements and related notes as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, have been derived from, and should be read in conjunction with: (i) the historical audited consolidated financial statements of Octave and accompanying notes included in Octave’s Annual Report on Form 10-K for the year ended December 31, 2024, (ii) the historical unaudited consolidated financial statements of Octave and related notes included in Octave’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, (iii) the historical audited consolidated financial statements of ArmadaCorp and related notes for the year ended December 31, 2024, and (iv) the historical unaudited consolidated financial statements of ArmadaCorp for the nine months ended September 30, 2025.

In accordance with Article 11 of Regulation S-X, the unaudited pro forma combined financial statements were prepared for illustrative and informational purposes only and are not intended to represent what our results of operations or financial position would have been had the ArmadaCorp Transaction and AAC Transaction occurred on the dates noted above, nor what they will be for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable. In the opinion of our management, all adjustments necessary to present fairly the pro forma financial statements have been made. The unaudited pro forma combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies that might result from the Transaction. Additionally, we anticipate that certain nonrecurring charges will be incurred in connection with the ArmadaCorp Transaction, the substantial majority of which consist of fees paid to other professional advisors. Any such charge could affect the future results of the post-acquisition company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the ArmadaCorp Transaction. Accordingly, the unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the effects of these non-recurring charges, which are not included in the historical statements of operations of Octave or ArmadaCorp for the year ended December 31, 2024.

In connection with the ArmadaCorp Transaction, the unaudited pro forma combined financial statements have been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles in the United State of America (US GAAP), in accordance with Accounting Standards Codifications (ASC) 805, Business Combinations. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired, liabilities assumed and noncontrolling interests based upon their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. Octave has made a preliminary allocation of the purchase price as of the assumed acquisition date of September 30 2025, using information currently available. We estimated the fair value of ArmadaCorp’s assets, liabilities and noncontrolling interests based on reviews of ArmadaCorp’s historical audited financial statements, preliminary valuation studies, discussions with ArmadaCorp’s management and other due diligence procedures. The assumptions and estimates used to determine the preliminary purchase price allocation and fair value adjustments are described in the notes accompanying the unaudited pro forma combined financial statements.

The final determination of the fair value of ArmadaCorp’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of ArmadaCorp that existed as of the closing date of the acquisition (October 31, 2025). As a result, the unaudited pro forma purchase price adjustments related to the acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final valuation may be materially different than the estimated values assumed in the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements contain certain reclassification adjustments to conform the historical ArmadaCorp financial statement presentation to our financial statement presentation, and include amounts related to borrowings of $120 million in aggregate principal amount, consisting of (i) a $100 million senior secured term loan (the “Term Loan”) and (ii) a $20 million senior secured revolving credit facility (the “Revolving Facility”), used in the financing of the ArmadaCorp acquisition.

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

(3) Refer to Pro Forma Note 2 for preliminary purchase accounting allocation related to the ArmadaCorp Transaction

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024.

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

(1) Historical Octave Consolidated is presented on continuing operations basis assuming sale of AAC was closed as of January 1, 2024.

(2) Refer to Pro Forma Note 4 as certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation.

1.BASIS OF PRESENTATION

The unaudited pro forma combined financial statements have been derived from the historical consolidated financial statements of Octave Specialty Group, Inc. (“Octave”), reflective of the sale of Ambac Assurance Corporation (“AAC”) and the acquisition of ArmadaCorp Capital, LLC, (“ArmadaCorp”) in accordance with generally accepted accounting principles in the United State of America (US GAAP).

As discussed in Note 4, certain of ArmadaCorp historical amounts have been reclassified to conform to Octave’s financial statement presentation, and pro forma adjustments have been made to reflect the ArmadaCorp Transaction and additional accounting adjustments.

The ArmadaCorp Transaction is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, Business Combinations which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

As of the date of this Proxy statement, Octave has not completed the detailed valuation studies necessary to determine the fair value of Armada’s assets to be acquired, the liabilities to be assumed, and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma combined financial statements is based upon management’s preliminary estimates of the fair value of the assets acquired and liabilities assumed. We estimated the fair value of ArmadaCorp’s assets and liabilities based on reviews of ArmadaCorp’s historical audited financial statements, discussions with ArmadaCorp management and other due diligence procedures. The final determination of the fair value of ArmadaCorp’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of ArmadaCorp that exist as of the closing date of the acquisition. As a result, the pro forma purchase price adjustments related to the acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final valuation may be materially different than the estimated values assumed in the unaudited pro forma combined financial statements.

The ArmadaCorp Transaction and the related transaction accounting adjustments are described in the accompanying notes to the pro forma financial statements. In accordance with Article 11 of Regulation S-X, the unaudited pro forma combined financial statements were prepared for illustrative and informational purposes only and are not intended to represent what our results of operations or financial position would have been had the Transactions occurred on the dates noted above, nor what they will be for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable. In the opinion of our management, all adjustments necessary to present fairly the pro forma financial statements have been made. The unaudited pro forma combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies that might result from the Transactions. Additionally, we anticipate that certain nonrecurring charges will be incurred in connection with the Transactions, the substantial majority of which consist of fees paid to investment bankers, lawyers and other professional advisors. Any such charge could affect the future results of the Company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the Transactions. Accordingly, the unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the effects of these non-recurring charges, which are not included in the historical statements of operations of Octave and ArmadaCorp for the year ended December 31, 2024.

All amounts presented within these notes to the unaudited pro forma combined financial statements are in thousands, except per share data.

On October 31, 2025, the Company, entered into a membership purchase agreement (the “Armada Purchase Agreement”), by and among the Company, Cirrata VI LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Octave (the “Purchaser”), certain sellers set forth therein (the “Sellers”) and ArmadaCorp, pursuant to which, and upon the terms and subject to the conditions set forth therein, the Purchaser purchased ArmadaCorp from the Sellers for fixed consideration of approximately $250.0 million.

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of ArmadaCorp are recognized and measured at fair value. The allocation is dependent on certain valuations and other studies that have not yet been completed. Since the pro forma financial statements have been prepared based on preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ materially from the pro forma amounts included herein. The final purchase price allocation for the business combination will be performed after closing and adjustments to estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as more detailed analyses are completed, and additional information is obtained about the facts and circumstances that existed as of the closing date of the ArmadaCorp Transaction. There can be no assurance that such finalization will not result in material changes on the unaudited pro forma combined financial statements contained herein and our future results of operations and financial position.

The preliminary purchase price allocation of ArmadaCorp is subject to change due to several factors, including, but not limited to:

•Changes in the estimated fair value of identifiable intangible assets, primarily from distribution relationships. Distribution relationships are important because of the propensity of these parties to generate predictable, recurring future revenue for ArmadaCorp. Such changes can result from our additional valuation analysis on relationship retention, changes in discount rates and other factors.

The table below represents a preliminary allocation of the estimated consideration to ArmadaCorp’s identifiable and intangible assets to be acquired and liabilities to be assume at September 30, 2025:

(1) The consideration reflects the fixed consideration of $250,000, less adjustments of $6,491 for incentive payments to be settled post close.

A.The increases (decreases) below are included in the Unaudited Pro Forma Combined Balance Sheet at September 30, 2025:

The expenses (income) below are included in the Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2024:

The expenses (income) below are included in the Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 2025:

B.In connection with the ArmadaCorp Transaction, Octave issued debt in the aggregate principal amount of $120,000 consisting of (i) a $100,000 senior secured term loan (the “Term Loan”) and (ii) a $20,000 senior secured revolving credit facility (the “Revolving Facility”), which includes customary letter of credit and swingline sub-facilities. Accordingly, this adjustment represents interest expense on such funds as if they were received on January 1, 2024, and made the scheduled principal payments on the Term Loan.

C.In connection with the sale of AAC, which closed on September 29, 2025, assumed that the transaction closed on January 1, 2024 and the $150,000 credit facility that was used to acquire Beat Capital Partners Limited was repaid upon the sale closing.

D.Represents the amortization of identifiable intangible assets that were acquired as part of the ArmadaCorp Transaction with an estimated amortization period of 15 years.

The historical financial statements of ArmadaCorp are adjusted to reflect reclassifications in order to conform to our financial statement presentation.

(a)The amounts below represent results as of September 30, 2025:

(b)The amounts below represent results for the year ended December 31, 2024:

(c) The amounts below represent results for the nine months ended September 30, 2025:

ARMADACORP CAPITAL, LLC AND SUBSIDIARIES
D/B/A ARMADA GLOBAL

To the Management of ArmadaCorp Capital, LLC

We have audited the accompanying consolidated financial statements of ArmadaCorp Capital, LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income, changes in member’s equity and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

As discussed in Note 3 to the financial statements, the Company has entered into significant transactions with certain affiliated entities. Our opinion is not modified with respect to this matter.

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210 T: (617) 530 5000, www.pwc.com/us assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

●Exercise professional judgment and maintain professional skepticism throughout the audit.

●Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

●Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

●Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

●Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts June 2, 2025

See accompanying notes to the consolidated financial statements.

1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACC and Subsidiaries do business as Armada Global (the “Company”) and operate as an insurance and healthcare services company, managing general agent and underwriter for insurance carriers that distribute specialty employee benefit products, and a provider of third party administration services. The Company has developed proprietary insurance products called Ultimate Health, ComplaMed, Plena Health, BeneBoost, and WellPak. The Company also operates as a health data science and services company that empowers consumers to gain access to the right doctor and receive the care they deserve.

The Company has proprietary solutions that combine big data and expert clinical insights into an intelligence platform that is used to solve root causes of healthcare access problems. Commercial services are provided to insurance carriers and consist of providing enrollment, premium billing, claims administration and customer service to their fully insured policyholders. These policyholders are located throughout the United States of America.

In accordance with generally accepted methods of presenting limited liability company financial statements, the accompanying consolidated financial statements do not include the assets and liabilities of the member, including its obligation for income taxes on its distributive share of the net income or loss of the limited liability company. The expenses shown in the accompanying consolidated statements of income do not include any salaries related to the member.

The accompanying consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements are presented on a historical cost basis and do not reflect the effects of the intangible assets related to ACC generated from the Sirius – Third Point transaction described previously. The financial statements also do not reflect the expenses incurred by SiriusPoint related to their oversight of the ACC business.

For the years ended December 31, 2024, and 2023, 93.8% and 92.3% of the Company’s revenue was derived from the premiums paid by the customers of two insurance carriers (Transamerica Life Insurance Company and SiriusPoint America Insurance Company), respectively.

Transamerica Life Insurance Company and SiriusPoint America Insurance Company (“the insurance carriers”) are the Company’s customers. The Company earns a percentage of premiums collected on behalf of these insurance carriers.For the years ended December 31, 2024 and 2023, revenue derived from Transamerica Life Insurance Company represented 57.7% and 62.6% of the Company’s revenue, respectively. For the years ended December 31, 2024 and 2023, revenue derived from SiriusPoint America Insurance Company represented 36.1% and 29.7% of the Company’s revenue, respectively.

Accounts receivable represent commission amounts due to the Company from the insurance carriers, as a result of premiums collected from the insureds. Based on its current experience, the Company determines if an allowance for estimated losses resulting from amounts deemed to be uncollectible is necessary. For 2024 and 2023, the Company has determined that there is not an other than inconsequential credit risk and therefore an allowance is not warranted as its receivables balance is current, and there is history of very limited uncollected premium and fees.

Accounts receivable consisted of the following as of December 31:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the consolidated statement of income for the respective period. The cost of property and equipment is depreciated and amortized using the straight-line method over the following estimated useful lives:

The Company determines if an arrangement is a lease at inception, and leases are classified at commencement as either operating or finance leases. As of December 31, 2024 and 2023, the Company did not have any finance leases.

Valuation of Long-Lived Assets

The Company accounts for the valuation of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. As of December 31, 2024 and 2023, management did not believe any long-lived assets or identifiable intangible assets were impaired. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2024 and 2023, management has not identified any assets as being held for disposal.

The Company capitalizes internally developed proprietary software costs (“software”) related to product technology in accordance with ASC 350-40, Internal Use Software. During the software application development stage, capitalized costs include cost of software licenses and external consulting costs.

Software development costs for each product are amortized using the straight-line method over the remaining estimated economic life of the product, which is anticipated to be two years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying values of the assets may not be recoverable. There was no impairment during the years ended December 31, 2024 or 2023.

The Company follows guidance under ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes commission revenue of the specialty employee benefit products and associated underwriting service of writing and placing the policy on the policy effective date. The Company’s customers are the insurance carriers and the Company’s commission revenue represents a percentage of premiums collected on behalf of the insurance carriers. This commission revenue is appropriately classified as revenue in the consolidated statements of income derived from policies with affiliates or policies with non-affiliates, depending on the policyholder’s insurance carrier. SiriusPoint American Life Insurance Company, one of the two insurance carriers, is both a customer of the Company and an affiliate (see Note 3). Specialty employee benefit product customers are billed on a monthly basis on behalf of the insurance carriers throughout the duration of their policy period. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2024 totaled $3,616, all of which the Company expects to bill and collect during 2025. Accounts receivable related to the Company’s percentage of unbilled services on active customer policies as of December 31, 2023 totaled $3,110, all of which was billed and collected during 2024.

The Company also follows guidance under the Subtopic 340-40, Other Assets and Deferred Costs —Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.

The Company has determined commissions paid to sales representatives for the sale of new policies qualify as incremental costs under ASC 606 and therefore are capitalizable upon obtaining the contract and amortized to expense over the estimated average customer life of 7 years, included in prepaid expenses in the consolidated balance sheets.

The Company bills customers on behalf of the insurance carriers in advance of the premium coverage date and premium due date (“effective date”). Trade receivables, any related premium payable to insurance carriers and revenue for administration are recorded on the date the Company has the contractual right to receive the revenue, which is generally the later of the billing date or the effective date of the policy installments. Prebilled amounts collected from customers, but not yet submitted to the insurance carriers, are segregated from the Company’s operating cash account. The portion of the Company’s cash representing amounts collected from customers, but not yet submitted to the insurance carriers or the Company, as well as amounts held by the Company on behalf of the insurance carriers to fund claims incurred but not reported, totaled $15,853 and $12,528 as of December 31, 2024 and 2023, respectively, and are included in restricted cash on the accompanying consolidated balance sheets.

Health connections revenue relating to healthcare advisory services to members is recognized over the policy term.

In April 2016, the Company executed a profit sharing agreement with an insurance carrier establishing the Company’s right to a percentage of certain excess underwriting margin from the insurance carrier relative to policies written in each calendar year. For the years ended December 31, 2024 and 2023, the Company assumed no payments were due from the insurance carrier. As of December 31, 2024 and 2023, profit sharing adjustments for prior year results loss totaled $0 and $35, which is included in other income on the accompanying consolidated statements of income.

Effective, June 30, 2023, the Company is a limited liability company classified as a disregarded entity for Federal and state income tax purposes. Prior to June 30, 2023, the Company was a limited liability company treated as a partnership for Federal and state income tax purposes.

Under both classifications, the Company does not directly pay income taxes. The taxable income or loss, which may vary from the net income or loss reported on the accompanying statements of income, is included in the federal and state tax returns of its member. As such, no provision or liability for Federal or state income tax has been provided in the accompanying consolidated financial statements.

The Company believes that almost all of its income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material, adverse effect on the Company’s financial condition, income or cash flows. The Company had no uncertain tax positions as of December 31, 2024 and 2023.

2.Software and Intangible Assets

The components of software and intangibles are as follows as of December 31:

Amortization expense related to software totaled $123 and $391 for the years ended December 31, 2024 and December 31, 2023, respectively.

The estimated future amortization expense for 2025 is $28.

The Company has obtained trademark registrations for various marks in the U.S., which the Company has determined to have indefinite useful lives. During the years ended December 31, 2024 and 2023, the Company did not recognize any impairment losses related to indefinite-lived trademarks.

3.Related Party Transactions

As of December 31, 2024, Sirius has advanced $3,500 to the Company to be used for payments of incoming claims for Sirius customers. As of December 31, 2023, Sirius had advanced $3,500 to the Company to be used for the same purpose. The advanced funds, net of claims paid, are reported as restricted cash in the consolidated balance sheets, with the related liability included in accounts payable to insurance companies and customers in the consolidated balance sheets.

On January 1, 2018, the Company’s subsidiary entered into an administrative service agreement (the “Administrative Agreement”) with Sirius for claims, billing and premium administration. As per the terms of the Administrative Agreement, the agreement term is through January 1, 2024, with additional automatic one-year renewal options unless terminated for cause. During the years ending December 31, 2024 and 2023, fees paid to the Company by Sirius under the Administrative Agreement totaled $6,176 and $5,119, respectively, and are included in revenue in the consolidated statements of income.

On January 1, 2018, the Company entered into a managing general underwriting agreement (the “Underwriting Agreement”) for the placement of policies with Sirius customers. Per the terms of the Underwriting Agreement, the agreement term is through January 1, 2022, with additional automatic one-year renewal options unless terminated for cause.

During the years ending December 31, 2024 and 2023 commission fees paid for marketing and sales activities to the Company by Sirius under the Underwriting Agreement totaled $7,923 and $5,918 respectively, and are included in revenue on the consolidated statements of income.

On January 1, 2021, a Company subsidiary entered into an agreement with International Medical Group (“IMG”) for certain medical, travel, security and assistance services. Company paid IMG

$141 and $135 during December 31, 2024 and 2023, respectively. These expenses are included in cost of sales in the consolidated statements of income.

4.Commitments and Contingencies

In July, 2023, the Company entered into a fourth amendment to lease certain office space premises in a building in Hunt Valley, MD (“the Amended Lease Agreement”). According to the terms of the Amended Lease Agreement, the Company agreed to downsize the square footage leased from approximately 25,606 square feet to approximately 16,117 square feet. In addition, the Company agreed to an extension to the lease term of five years and six months, commencing on April 1, 2024 through September 30, 2029 with the option to renew for two additional periods of three years. The base monthly rent escalates on a sliding scale from July 2023 of $16 to September 2029 of $31, with rent payment due semi-annually.

Operating lease expense totaled $459 and $490 for the years ended December 31, 2024 and December 31, 2023, respectively.

Other information related to leases as of December 31:

The following table presents future annual minimum lease payments required under non-cancellable leases and the present value discount to arrive at total lease liability as of December 31, 2024:

The Company maintains a qualified 401(k) plan covering substantially all of its employees. Under the provisions of the plan, the Company may make discretionary matching contributions. Matching contributions totaled $474 and $408 for the years ended December 31, 2024 and 2023, respectively.

5.Subsequent Events

Management evaluated subsequent events through June 3, 2025, the date these consolidated financial statements were available to be issued. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.