Armada Acquisition II merger voting materials mailed

Neither the SEC nor any state securities regulator has approved or disapproved the proposed transactions.

Rhea-AI Filing Summary

Armada Acquisition Corp. II is party to an agreement for a proposed business combination involving Evernorth Holdings Inc. and Pathfinder Digital Assets LLC, with Ripple Labs Inc. also a party; related private placements are included. Evernorth’s Form S-4 registration statement became effective on August 27, 2026, and the definitive proxy statement/prospectus and related materials were mailed to Armada shareholders as of the voting record date. Arrington Capital, an affiliate of the SPAC sponsor, and board members Michael Arrington and Ron Palmeri made the communications on October 1, 2026.

Key Terms

Business Combination Agreement, Private Placement Transactions, Proxy Statement/Prospectus, forward-looking statements

4 terms

Business Combination Agreement regulatory

"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.

Private Placement Transactions financial

"the private placements of securities in connection with the Business Combination"

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.

Proxy Statement/Prospectus regulatory

"The Registration Statement includes a proxy statement of SPAC and a prospectus of Pubco"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is XRPN’s proposed business combination?

Armada Acquisition Corp. II entered into an agreement dated October 19, 2025, with Evernorth Holdings Inc., Pathfinder Digital Assets LLC, two wholly owned Evernorth merger subsidiaries and Ripple Labs Inc. The proposed transactions include a business combination and related private placements of securities.

When did the XRPN transaction proxy materials become available?

Evernorth Holdings Inc.’s Form S-4 registration statement was declared effective on August 27, 2026. The definitive proxy statement/prospectus and other relevant documents were mailed to Armada shareholders as of the close of the record date established for voting.

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

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Available on EDGAR 10/02/2026 - 02:34 PM Accepted by SEC EDGAR 10/01/2026 - 08:04 PM Learn about SEC filing dates

Filed by Armada Acquisition Corp. II

pursuant to Rule 425 of the Securities Act of 1933, 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 Arrington Capital, an affiliate of Arrington XRP Capital Fund, LP, the SPAC’s sponsor, and by Michael Arrington and Ron Palmeri, members of the SPAC’s board of directors, on October 1, 2026:

Additional Information and Where to Find It

Pubco filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which has been declared effective, 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 (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The Registration Statement includes a proxy statement of SPAC and a prospectus of Pubco (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective on August 27, 2026, and the definitive Proxy Statement/Prospectus and other relevant documents were mailed to shareholders of SPAC

as of the close of the record date established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. SPAC and Pubco have also filed other documents regarding the Proposed Transactions with the SEC. Investors and security holders are also 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 on the SEC’s website at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191 St., Suite 52895, Miami, FL 33179-3899; e-mail: finance@arringtoncapital.com, or to: Evernorth Holdings Inc., 600 Battery St, San Francisco, CA 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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Business Combination, and the anticipated benefits and timing thereof, and other statements regarding SPAC’s or Pubco’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, although SPAC believes these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that such statements are subject to risks and uncertainties, including those described in Pubco’s registration statement on Form S-4 filed with the SEC in connection with the Business Combination, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. As you read and consider this communication, you should understand that these statements are not guarantees of future performance or results. You should not place undue reliance on these forward-looking statements.