The SEC filings page for Armada Acquisition Corp. II (XRPN) focuses on regulatory documents related to its activities as a special purpose acquisition company and its proposed business combination with Evernorth Holdings Inc. Public statements explain that Armada II and Evernorth intend to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission. This Registration Statement is expected to include a preliminary proxy statement of Armada II and a prospectus of Evernorth, together referred to as the proxy statement/prospectus.
Through this page, investors can review how Armada II describes its business as a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Once available on EDGAR, the Form S-4 and related proxy materials will outline the terms of the proposed business combination, the structure of the private placement transactions, and the risks associated with the proposed transactions.
Stock Titan enhances access to these filings by providing real-time updates as new documents are posted to EDGAR and by offering AI-powered summaries that explain the key points of lengthy filings in plain language. For Armada II, this can help readers quickly understand sections of the Form S-4, including descriptions of the proposed combination with Evernorth, the treatment of Armada II Class A shares, and disclosures about risk factors.
In addition to registration statements and proxy materials, this page can surface other SEC reports filed by Armada II, such as its prospectus and periodic reports referenced in public press releases. Where applicable, users can also review insider-related filings and governance disclosures, with AI-generated highlights to clarify complex regulatory language.
Evernorth Holdings Inc. is identified as the issuer; Arrington XRP Capital Fund, LP, the record holder, is reported as beneficially owning 4,704,137 shares of Class A common stock, or 19.9%. Arrington Capital Management, LLC, the Fund’s general partner, and Jack Michael Arrington, its managing member, may each be deemed to have voting and dispositive power over the Fund’s shares. The ownership table lists 3,504,634 shares with sole voting and dispositive power and 1,199,503 with shared voting and dispositive power. The percentage is based on 23,638,882 Class A shares outstanding as of October 9, 2026.
The reported amount excludes 29,033,708 non-voting Class C shares and 84,653 Class A shares underlying warrants. The issuer’s ownership restriction blocks conversion or issuance to the extent it would cause the RippleWorks Attributed Ownership Percentage to exceed 19.9%; those shares are not acquirable within 60 days. Under a letter agreement, RippleWorks, Inc. may direct voting of 1,199,503 Class A shares among the DAT Side Pocket Shares and is consulted on their disposition, subject to the agreement’s voting fallback provisions.
Evernorth Holdings Inc. (XRPN) reports that, as of October 9, 2026, Arrington XRP Capital Fund, LP held 29,033,708 Class C shares, 4,704,137 Class A shares and 84,653 warrants exercisable for Class A shares. The three reporting persons—Arrington XRP Capital Fund, LP, Arrington Capital Management, LLC, and Jack Michael Arrington—are each identified as ten percent owners. The Fund and Arrington Capital Management disclaim beneficial ownership except to the extent of their respective pecuniary interests. Class C shares are non-voting and convertible one-for-one, subject to a 19.9% RippleWorks Attributed Ownership Percentage limit. Each warrant is exercisable for one Class A share at $11.50 and expires October 9, 2031.
Evernorth Holdings Inc. is the issuer whose Class A common shares are covered by a joint ownership report from Ripple Labs Inc., Larsen Lam Children's Remainder Trust, and Christian A. Larsen. Ripple reported beneficial ownership of 1,678,382 shares (7.1%), and the trust reported 661,867 shares (2.8%).
The report attributes 2,340,249 shares (9.9%) to Larsen, who may be deemed to beneficially own shares held by Ripple and the trust through shared voting and dispositive control. He disclaims beneficial ownership except to the extent of any pecuniary interest. The reported percentages are based on 23,638,882 shares outstanding as of October 9, 2026.
Evernorth Holdings Inc. updates the prospectus for issuance of up to 11,499,992 shares of Class A common stock upon exercise of Public Warrants; each warrant entitles its registered holder to buy one share for $11.50. The shares were registered in the original Form S-4; the amendment converts it to Form S-1 and registers no additional securities. Sales under the prospectus may occur only after the registration statement is effective. Evernorth says it receives no proceeds from share sales under the prospectus except amounts received upon warrant exercise for cash.
The business combination with Arrington Capital SPAC I Inc. and Pathfinder Digital Assets LLC closed October 9, 2026, making Evernorth the public parent of Pathfinder and SPAC Delaware. Evernorth describes its business as active management of XRP assets and identifies XRP per share as its primary performance indicator; it says its concentrated XRP holdings limit diversification benefits. On October 12, 2026, Evernorth completed a $30.0 million issuance of 4.00% Convertible Senior PIK Notes due 2031. The notes initially convert at 98.03921 shares per $1,000 principal, with a maximum of 3,585,278 shares initially issuable assuming the maximum amount of payment-in-kind interest. Evernorth states neither it nor Pathfinder has operating history or has produced revenue.
Evernorth Holdings Inc. (XRPN) appointed Hugo Jeandesboz as Chief Investment Officer. He reports to Founder and Chief Executive Officer Asheesh Birla and leads the company's XRP treasury strategy, including treasury allocation, liquidity management and active management of its XRP holdings. He is also Evernorth’s senior contact for trading counterparties and custodians. Jeandesboz previously served as Co-Chief Investment Officer at Coinbase Asset Management, where he led its Solutions investment strategies.
At the October 9, 2026 closing, Evernorth issued Class A common stock to investors with delayed funding subscription agreements. The company's narrative states 1,078,613 shares, while the attached press release states 1,078,614 shares; both identify 663,510 shares as the earlier reported count. The press release says the issued share count equaled the aggregate delayed funding subscription amount, whether in cash or XRP tokens, divided by $10.00 per share.
Evernorth Holdings Inc. (XRPN) completed its business combination on October 9, 2026, combining with Pathfinder Digital Assets LLC and former SPAC Arrington Capital SPAC I Inc. SPAC shareholders redeemed 18,463,753 shares, approximately 80.3% of shares with redemption rights, for approximately $195.39 million at approximately $10.58 per share.
At closing, private placements issued an aggregate of 13,918,024 Pubco Class A shares, 32,211,992 Class C shares and 23,088,756 Company Units. Ripple contributed 126,791,458 XRP for 18,139,927 Company Units. Class C shares are non-voting; Pubco is the surviving company’s sole managing member, while other unit holders generally have economic rights but no voting rights.
Pubco agreed to pay the parties to a tax receivable agreement 85% of U.S. federal, state and local income tax savings realized or deemed realized from specified tax-basis increases and related benefits. Unaudited pro forma statements report net losses of $241,689,146 from July 18, 2025, through December 31, 2025, and $269,851,959 for the six months ended June 30, 2026. These figures are illustrative, include transaction accounting adjustments only and exclude estimated synergies.