Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2026, Armada Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), entered into an amendment (the “Warrant Amendment”) to the Warrant Agreement, dated as of May 20, 2025 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
The Warrant Amendment was entered into to conform the provisions of the Warrant Agreement to the description thereof contained in the prospectus for the Company’s initial public offering. That prospectus indicated and Section 3.2 of the Warrant Agreement now provides as a result of the Warrant Amendment that the Company’s Warrants (as defined in the Warrant Agreement) will become exercisable on the later of (i) the date that is the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or (ii) the date that is twelve months from the date of the closing of the Public Offering (as defined in the Warrant Agreement). The exercise of any Warrant held through The Depository Trust Company remains subject to the requirement that such Warrant be properly delivered in accordance with the procedures of The Depository Trust Company.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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| 4.1 |
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Warrant Amendment, dated as of October 5, 2026, by and between Armada Acquisition Corp. II and Continental Stock Transfer & Trust Company, as warrant agent. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 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 the Company 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 the Company as of the close of business on August 20, 2026, the record date established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. The Company 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 the Company 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 CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
