Armada Acquisition II (XRPN) details Evernorth XRP-focused SPAC merger risks

Rhea-AI Filing Summary

Armada Acquisition Corp. II describes a proposed business combination with Evernorth Holdings Inc., Pathfinder Digital Assets LLC and Ripple Labs Inc., effected through a Business Combination Agreement. Evernorth (“Pubco”) would be the public parent, with related Private Placement Transactions and other contemplated deals.

Evernorth filed a Registration Statement on Form S-4 on March 18, 2026, which is not yet effective and includes a preliminary proxy statement/prospectus for SPAC shareholders. The communication emphasizes that it is not an offer of securities and contains extensive forward‑looking statements warnings, highlighting risks around deal completion, regulatory changes affecting digital assets, XRP price volatility, shareholder redemptions and meeting listing standards.

Key Figures

Business Combination Agreement date: October 19, 2025 S-4 Registration Statement filing date: March 18, 2026 SPAC final prospectus date: May 20, 2025

3 metrics

Business Combination Agreement date October 19, 2025 Date Armada Acquisition Corp. II and Evernorth Holdings Inc. entered into the Business Combination Agreement

S-4 Registration Statement filing date March 18, 2026 Date Evernorth Holdings Inc. filed the Registration Statement on Form S-4 with the SEC

SPAC final prospectus date May 20, 2025 Date of Armada Acquisition Corp. II’s final prospectus referenced in the risk factors discussion

Key Terms

Business Combination Agreement, Registration Statement on Form S-4, Private Placement Transactions, forward-looking statements, +1 more

5 terms

Business Combination Agreement regulatory

"entered into a Business Combination Agreement, dated as of October 19, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Registration Statement on Form S-4 regulatory

"Pubco filed with the SEC the a Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Private Placement Transactions financial

"private placements of securities in connection with the Business Combination (the “Private Placement Transactions”)"

Sale of stocks, bonds, or other securities directly to a small group of selected investors rather than through a public stock offering; these deals use regulatory exemptions to avoid the full public-registration process. It matters to investors because private placements can change a company’s ownership, raise capital without broad-market scrutiny, and affect share dilution and future liquidity—think of it like a company selling a block of its shares to a few private buyers instead of putting them up for public auction.

forward-looking statements regulatory

"This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

shell company regulatory

"the risk of being considered to be a “shell company” by any stock exchange"

A shell company is a legal entity that exists on paper but has little or no active business operations or significant assets—think of it like an empty storefront or a mailbox with a business name. Investors should care because shells can be used for legitimate purposes like simplifying a merger, but they also carry higher risks: unclear value, limited revenue or disclosure, potential for fraud, and sudden price swings when a real business is introduced or hidden liabilities surface.

FAQ

What business combination is Armada Acquisition Corp. II (XRPN) pursuing?

Armada Acquisition Corp. II is pursuing a Business Combination with Evernorth Holdings Inc., Pathfinder Digital Assets LLC and Ripple Labs Inc., with Evernorth (“Pubco”) becoming the public company and focusing on an institutional XRP treasury and related digital-asset strategies.

What SEC filings has XRPN’s transaction counterpart Evernorth made for this merger?

Evernorth filed a Registration Statement on Form S-4 on March 18, 2026, containing a preliminary proxy statement and prospectus for the proposed Business Combination and related Private Placement Transactions. The Registration Statement is not yet effective and will be amended before mailing definitive materials.

How can XRPN shareholders access the proxy materials for the proposed Business Combination?

Shareholders will receive a definitive proxy statement/prospectus by mail as of a record date set for the vote. They may also obtain the S-4, proxy materials and related documents free of charge from the SEC’s website or by requesting copies from Armada Acquisition Corp. II or Evernorth.

What are key risks highlighted for the XRPN-related Evernorth transaction?

Disclosed risks include potential failure to close the Business Combination, inability to complete Private Placement Transactions, high SPAC shareholder redemptions, XRP and digital-asset price volatility, changing digital-asset regulations, listing-standard challenges and legal proceedings that could arise after announcing the Proposed Transactions.

Does this XRPN communication constitute an offer to buy or sell securities?

No. The communication explicitly states it is not an offer or solicitation to buy, sell or exchange any securities. Any offer will be made only through a prospectus meeting Securities Act requirements or a valid exemption, and sales in prohibited jurisdictions are restricted.

What forward-looking expectations are described for the combined Evernorth and XRPN-related business?

Forward-looking statements describe plans to build an institutional XRP treasury, pursue DeFi yield strategies, drive institutional and retail XRP adoption, and list the combined company’s securities on Nasdaq, while cautioning that numerous risks and uncertainties may cause actual results to differ materially.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 05:16 PM Accepted by SEC EDGAR 08/13/2026 - 05:00 PM Learn about SEC filing dates

Filed by Armada Acquisition Corp. II

pursuant to Rule 425 of the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company: Armada Acquisition Corp. II

Commission File Number of Subject Company: 001-42661

As previously disclosed, on October 19, 2025, Armada Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), entered into a Business Combination Agreement, dated as of October 19, 2025 (the “Business Combination Agreement”), with Evernorth Holdings Inc., a Nevada corporation (“Pubco”), Pathfinder Digital Assets LLC, a Delaware limited liability company (the “Company”), Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco, Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco, and Ripple Labs Inc., a Delaware corporation.

The following communications were made by Michael Arrington and Ron Palmeri, members of the SPAC’s board of directors, on August 13, 2026:

Additional Information and Where to Find It

On March 18, 2026, Pubco filed with the SEC the a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”) which includes a preliminary proxy statement of SPAC and a prospectus of Pubco (the “Proxy Statement/Prospectus”) in connection with the proposed business combination (the “Business Combination”), the private placements of securities in connection with the Business Combination (the “Private Placement Transactions”) and the other transactions contemplated by the Business Combination Agreement and/or as described in this communication (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The Registration Statement is not yet effective. The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. SPAC and/or Pubco have also filed other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO,

AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, COMPANY, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or TO be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Armada Acquisition Corp. II, 382 NE 191st St., Suite 52895, Miami, Florida 33179-3899; email: finance@arringtoncapital.com, or to: Evernorth Holdings Inc., 600 Battery St., San Francisco, California 94111, email: finance@evernorth.xyz.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The securities to be issued by Pubco and the units to be issued by the Company, in each case, in connection with the Proposed Transactions, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Participants in the Solicitation

SPAC, Pubco, Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of SPAC’s securities is, or will be, contained in SPAC’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from SPAC’s shareholders in connection with the Business Combination, including the names and interests of Company and Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by SPAC and Pubco with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, the Company or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination between SPAC and Pubco; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from the Private Placement Transactions; the anticipated use of proceeds from such Private Placement Transactions; the building of the world’s leading institutional XRP treasury; the amount of XRP expected to be held by the combined company; the combined company’s future financial

performance, the ability of the combined company to execute its business strategy, its market opportunity and positioning; expectations regarding institutional and retail adoption of XRP and participation in DeFi yield strategies; the combined company’s contributions to the growth and maturity of the ecosystem, using an approach designed to generate returns for shareholders, supporting XRP’s utility and adoption, alignment with the growth of the XRP ecosystem, and becoming the leading institutional vehicle for XRP; management ensuring operational independence, taking XRP’s presence in capital markets to the next level, and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.

Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on the current expectations and assumptions of SPAC and Pubco and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against SPAC, Pubco, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain shareholder approval or satisfy other closing conditions; (4) the inability to complete the Private Placement Transactions, (5) changes to the structure, timing, or terms of the Proposed Transactions; (6) the inability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the Business Combination, including the ability to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP; (9) changes in market, regulatory, political, and economic conditions affecting digital assets generally or XRP specifically; (10) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (11) the level of redemptions of SPAC’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of securities of SPAC or of Pubco; (12) the volatility of the price of XRP and other digital assets, the correlation between XRP’s price and the value of Pubco’s securities, and the risk that the price of XRP may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; (13) risks related to increased competition in the industries in which Pubco will operate; (14) risks related to changes in U.S. or foreign laws and regulations applicable to digital assets or securities; (15) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, or other macroeconomic conditions; (16) the risk of being considered to be a “shell company” by any stock exchange on which the Pubco securities will be listed or by the SEC, which may impact the ability to list Pubco’s securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (17) the outcome of any potential legal proceedings that may be instituted against the Company, SPAC, Pubco or others following announcement of the Business Combination; and (18) other risks detailed from time to time in SPAC’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of SPAC dated May 20, 2025 and filed by SPAC with the SEC on May 21, 2025, SPAC’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, and the Registration Statement and Proxy Statement/Prospectus that will be filed by Pubco and SPAC, and other documents filed by SPAC and Pubco from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this communication.