Armada Acquisition II amends warrant exercise terms

Armada II warrants follow a schedule that requires both the business-combination closing and 12 months after the IPO closing before exercise.

Rhea-AI Filing Summary

Evernorth Holdings Inc. announced that Armada Acquisition Corp. II amended its warrant agreement with Continental Stock Transfer & Trust Company, the warrant agent, to align the agreement with the IPO prospectus. The agreement, dated May 20, 2025, now states that Armada II warrants become exercisable on the later of the consummation of Armada II’s initial business combination and 12 months after the IPO closing. For warrants held through The Depository Trust Company, proper delivery under its procedures remains required. The business combination between Evernorth and Armada II is described as proposed and to be completed.

Filing Explained

Armada II shareholders had approved the combination by October 1, 2026, but Evernorth’s October 5, 2026 filing still described closing as pending; because warrant exercise requires both the combination’s completion and 12 months after the IPO closing, shareholder approval alone did not make the warrants exercisable.

Sources and calculations

• Evernorth Form 425 / 8-K with press release (2026-10-05)
• Shareholder approval and business-combination status headline (2026-10-01)

Key Figures

IPO-based warrant exercise period: 12 months

1 metrics

IPO-based warrant exercise period 12 months Warrants become exercisable on the later of the business-combination closing and 12 months after the IPO closing.

Key Terms

warrant agreement, initial business combination, warrant agent

3 terms

warrant agreement financial

"amendment to its warrant agreement"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

initial business combination financial

"consummation of Armada II’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

warrant agent financial

"Continental Stock Transfer & Trust Company, the warrant agent"

A warrant agent is the independent third party that handles the paperwork and logistics for financial warrants — the detachable instruments that give holders the right to buy a company’s stock at a set price. Think of the agent as a registrar or clerk who records ownership, processes exercises and transfers, collects payments, and issues new shares, which matters to investors because it ensures exercises are honored, reduces paperwork errors and helps prevent disputes or fraud.

FAQ

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

When can Armada II warrants be exercised under the amended agreement?

They become exercisable on the later of consummation of Armada II’s initial business combination and 12 months after the IPO closing. Warrants held through The Depository Trust Company remain subject to proper delivery in accordance with its procedures.

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

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Available on EDGAR 10/15/2026 - 11:15 PM EDT Accepted by SEC EDGAR 10/05/2026 - 04:59 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2026

Evernorth Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-294417		39-4156999
(State or Other Jurisdiction of Incorporation )		(Commission File Number)		(I.R.S. Employer Identification No.)

600 Battery St.

San Francisco, California 94111

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 322-3046

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.		None.		None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD.

On October 5, 2026, Evernorth Holdings Inc. (the “Company”) issued a press release regarding an amendment that Armada Acquisition Corp. II, the counterparty in the previously announced proposed business combination, has made to its existing warrant agreement. A copy of the press release is filed hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated October 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Evernorth Holdings Inc.
Dated: October 5, 2026
				By:		/s/ Asheesh Birla
						Name: Asheesh Birla
						Title:  Chief Executive Officer

Exhibit 99.1

On October 5, 2026, Evernorth Holdings Inc., a Nevada corporation (“Evernorth”), announced that Armada Acquisition Corp. II (“Armada II”) has entered into an amendment (the “Amendment”) to its warrant agreement that was entered into in connection with Armada II’s initial public offering of units (the “IPO”). The warrant agreement was dated May 20, 2025, between Armada II and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

The Amendment was entered into to conform the provisions of the Warrant Agreement to the description of the warrants and the Warrant Agreement contained in the prospectus for the IPO. That prospectus indicated that the warrants issued by Armada II in the IPO would become exercisable on the later of the consummation of Armada II’s initial business combination and 12 months after the closing of the IPO. The Warrant Agreement now provides for the same exercise period as a result of the execution of the Amendment and, in the case of a warrant held through The Depository Trust Company, remains subject to the requirement that the warrant be properly delivered in accordance with the procedures of The Depository Trust Company.

About Evernorth

Formed through the business combination between Evernorth and Armada II (the “Business Combination”) (to be completed), pursuant to a definitive business combination agreement (the “Business Combination Agreement”), Evernorth, at closing, will be a publicly traded digital asset treasury that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Evernorth intends to pursue strategies designed to grow its XRP per share over time through yield strategies, ecosystem participation, and capital markets activities. To learn more, please visit www.evernorth.xyz.

About Armada Acquisition Corp. II

Armada II is a special purpose acquisition company sponsored by Arrington XRP Capital Fund, LP. Armada II was founded on October 3, 2024. Armada II is led by the following seasoned investors and industry executives: Taryn Naidu, Chief Executive Officer, Michael Arrington, Chairman, Kyle Horton, Chief Financial Officer and board members Michael Arrington, Taryn Naidu, Richard Danis, Lindy Key, and Ronald Palmeri. To learn more, visit www.arringtoncapital.com/armada.

Additional Information and Where to Find It

Evernorth filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which has been declared effective, in connection with 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 press release (together with the Business Combination and the Private Placement Transactions, the “Proposed Transactions”). The Registration Statement was declared effective on August 27, 2026, and the definitive proxy statement/prospectus forming a part thereof (the “Proxy Statement/Prospectus”) and other relevant documents were mailed to shareholders of Armada II as of the close of business of the record date established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Armada II and Evernorth 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 Armada II and Evernorth, without charge, 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; 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 PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This press release 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 press release other than statements of historical fact, including, without limitation, statements regarding the Business Combination between Armada II and Evernorth; 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 investments; the anticipated use of proceeds from such investments; 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 Armada II and Evernorth as of the date of this release 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 Armada II, Evernorth, 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 ability 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 ability 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 Armada II’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 Armada II or of Evernorth; (12) the volatility of the price of XRP and other digital assets, the correlation between XRP’s price and the value of Evernorth’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 Evernorth 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 Evernorth securities will be listed or by

the SEC, which may impact the ability to list Evernorth’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 Pathfinder, Armada II, Evernorth or others following announcement of the Business Combination; and (18) other risks detailed from time to time in Armada II’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 Armada II dated May 20, 2025 and filed by Armada II with the SEC on May 21, 2025, Armada II’s Annual Report on Form 10-K filed with the SEC on December 4, 2025, Armada II’s Quarterly Report on Form 10-Q filed with the SEC on February 13, 2026, and the Registration Statement and Proxy Statement/Prospectus that has been filed by Evernorth and Armada II, and other documents filed by Armada II and Evernorth 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 press release.

Media Contact

Prosek Partners for Evernorth

pro-evernorth@prosek.com