Evernorth closes merger as about 80.3% redeem shares

Public SPAC holders redeemed 18,463,753 shares, while private placements issued new Class A, Class C and subsidiary interests.

Rhea-AI Filing Summary

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.

Filing Explained

The filing says its XRP accounting basis would have produced an additional impairment between June and closing.

At the completed closing, Ripple, the contributor-related entity and the sponsor agreed to lock-ups on specified Pubco shares, warrants, and securities issuable on warrant exercise or conversion or exchange of Class C shares or Company Units.

Transfers are restricted until the earlier of six months after closing or a transaction giving all stockholders exchange rights; specified affiliate, family, charitable and tax or estate-planning transfers are excepted if transferees agree to the lock-up.

The pro forma disclosure keeps XRP holdings under U.S. GAAP at historical cost less accumulated impairment, as indefinite-lived intangible assets.

Based on the lowest observable Coinbase XRP price of $0.99 from July 1, 2026 to the October 9, 2026 closing, it says an additional $6.9 million impairment would have resulted between June 30 and closing.

8-K Event Classification

13 items: 1.01, 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 8.01, 9.01

13 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 5.06 Change in Shell Company Status Governance

The company changed its shell company status, often through a reverse merger or acquisition of operating assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

SPAC shares redeemed: 18,463,753 shares Aggregate redemption amount: Approximately $195.39 million Pubco Class A shares issued: 13,918,024 shares +5 more

8 metrics

SPAC shares redeemed 18,463,753 shares At the business-combination closing; approximately 80.3% of shares with redemption rights

Aggregate redemption amount Approximately $195.39 million SPAC shareholder redemptions at closing

Pubco Class A shares issued 13,918,024 shares Aggregate issuance in connection with the subscription agreements at closing

Pubco Class C shares issued 32,211,992 shares Aggregate issuance in connection with the subscription agreements at closing

Company Units issued 23,088,756 units Aggregate issuance in connection with the subscription agreements at closing

XRP contributed by Ripple 126,791,458 XRP tokens Contribution exchanged for 18,139,927 Company Units

Pro forma net loss $241,689,146 July 18, 2025, through December 31, 2025; unaudited and illustrative

Pro forma net loss $269,851,959 Six months ended June 30, 2026; unaudited and illustrative

Key Terms

Closing XRP Price, Tax Receivable Agreement, Company Units, transaction accounting adjustments, +1 more

5 terms

Closing XRP Price financial

"the “Closing XRP Price” was the arithmetic average"

Tax Receivable Agreement financial

"entered into a Tax Receivable Agreement"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Company Units financial

"each issued and outstanding unit of the Company"

transaction accounting adjustments financial

"includes only transaction accounting adjustments"

redeemable non-controlling interest financial

"Net loss (income) attributable to redeemable non-controlling interest"

A redeemable non-controlling interest is a minority ownership stake in a subsidiary that can be sold back to or bought out by the parent company or subsidiary at a predetermined time or under certain conditions. For investors, it matters because this claim can act like a future cash obligation or potential dilution, changing the parent’s reported equity, net income allocation, and near‑term cash needs—much like a few partners in a small business who can force the owner to buy them out.

FAQ

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

How many XRPN SPAC shares were redeemed in the Evernorth business combination?

SPAC holders redeemed 18,463,753 shares, approximately 80.3% of shares with redemption rights. Evernorth disclosed an approximately $10.58 redemption price per share and an aggregate redemption amount of approximately $195.39 million.

How many shares and units did XRPN issue in the private placements?

The subscription agreements resulted in aggregate issuance of 13,918,024 Pubco Class A shares, 32,211,992 Class C shares and 23,088,756 Company Units. These securities were issued without Securities Act registration in reliance on Section 4(a)(2).

When do XRPN business-combination lock-ups end?

The lock-up restrictions end at the earlier of six months after the Closing Date or a qualifying liquidation, merger, capital stock exchange, reorganization or similar transaction that gives all Pubco stockholders the right to exchange their shares for cash, securities or other property. Customary exceptions include certain affiliate, family, charitable, tax and estate-planning transfers, subject to the transferee agreeing to be bound.

How were XRP-based subscriptions priced for XRPN's closing?

The Closing XRP Price was $1.43069, based on the average CME CF XRP-Dollar Reference Rate—New York Variant at 4:00 p.m. New York City time for the three days before closing; the Signing XRP Price was $2.36609. Amended agreements applied the lower closing price when it was below the signing price.

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

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Available on EDGAR 10/15/2026 - 08:46 PM EDT Accepted by SEC EDGAR 10/09/2026 - 04:25 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 9, 2026

Evernorth Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-43505		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
Class A common stock, par value $0.001 per share		XRPN		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		XRPNW		The Nasdaq Stock Market LLC

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. ☐

Introductory Note

On October 9, 2026 (the “Closing Date”), Evernorth Holdings Inc., a Nevada corporation (“Pubco”), consummated the previously announced business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of October 19, 2025 (as amended by Amendment No. 1 to the Business Combination Agreement, dated August 12, 2026, the “Business Combination Agreement”), by and among Pathfinder Digital Assets LLC, a Delaware limited liability company (the “Company”), Ripple Labs Inc., a Delaware corporation (“Ripple” or the “Contributor”), Pubco, Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Company Merger Sub”), Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“SPAC Merger Sub”), and Arrington Capital SPAC I Inc., a Delaware corporation (formerly Armada Acquisition Corp. II, a Cayman Islands exempted company) (the “SPAC”). The definitive proxy statement/prospectus dated August 27, 2026 filed by Pubco with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(3), forming part of Pubco’s Registration Statement on Form S-4 (File No. 333-294417), is referred to herein as the “Proxy Statement/Prospectus.” The closing of the Business Combination is referred to herein as the “Closing.”

In connection with the extraordinary general meeting of SPAC shareholders, held on September 30, 2026 (the “Extraordinary General Meeting”) and the Business Combination, holders of 18,463,753 Class A ordinary shares, par value $0.0001 per share, of the SPAC (each, a “SPAC Class A Share”), or approximately 80.3% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.58 per share, for an aggregate redemption amount of approximately $195.39 million.

SPAC Domestication

On October 8, 2026, one business day prior to the Closing, the SPAC transferred by way of continuation from the Cayman Islands and domesticated as a corporation incorporated under the laws of the State of Delaware (the “SPAC Domestication”) pursuant to the Plan of Domestication (the “Plan of Domestication”). In connection with the SPAC Domestication, (i) the SPAC approved and adopted the Plan of Domestication, (ii) filed with the Secretary of State of the State of Delaware a certificate of domestication together with the proposed certificate of incorporation of SPAC Delaware adopted in connection with the SPAC Domestication (the “Proposed Certificate of Incorporation”), (iii) made all filings required with the Cayman Islands Registrar of Companies, and (iv) obtained a certificate of de-registration from the Cayman Islands Registrar of Companies. Upon effectiveness of the SPAC Domestication, the SPAC continued its existence as a Delaware corporation under the name “Arrington Capital SPAC I Inc.” (“SPAC Delaware”).

In connection with the SPAC Domestication: (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the SPAC (each, a “SPAC Class A Share”) was automatically converted, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of SPAC Delaware; (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the SPAC (each, a “SPAC Class B Share”) was automatically converted, on a one-for-one basis, into one share of Class B common stock, par value $0.0001 per share, of SPAC Delaware; (iii) each outstanding warrant of the SPAC (each, a “SPAC Warrant”) was converted into a warrant to acquire one share of Class A common stock of SPAC Delaware on substantially identical terms; and (iv) each outstanding unit of the SPAC was converted into one unit of SPAC Delaware consisting of one share of Class A common stock and one-half of one warrant.

Private Placements

In connection with the Closing on October 9, 2026, Pubco and the Company consummated the private placements described below. For purposes of the applicable agreements, the “Signing XRP Price” was $2.36609, and the “Closing XRP Price” was the arithmetic average of the CME CF XRP-Dollar Reference Rate—New York Variant benchmark at 4:00 p.m. New York City time on each of the three days immediately preceding the Closing Date, which was determined by Pubco and the Company to be $1.43069.

Advance Funding Subscription Agreements

On October 19, 2025, Pubco, the Company and SPAC entered into advance funding subscription agreements with certain institutional investors and individual accredited investors (collectively, the “Advance Funding Subscribers” and such agreements, as amended from time to time, the “Advance Funding Subscription

Agreements”). On August 12, 2026, the parties amended the Advance Funding Subscription Agreements to revise the pricing mechanics used to determine the number of shares issuable at the Closing. At the Closing, Pubco issued an aggregate of 10,123,015 shares of Pubco Class A Common Stock and 2,905,659 shares of Pubco Class C Common Stock to the Advance Funding Subscribers in exchange for approximately $214.05 million in cash and 600,000 XRP tokens. The number of shares issued to each Advance Funding Subscriber was equal to such Advance Funding Subscriber’s advance funding subscription amount, whether in cash or XRP tokens (based on a per token value as of the Signing XRP Price), divided by a price of $10.00 per share and multiplied by the quotient of the Closing XRP Price and the Signing XRP Price. A description of the Advance Funding Subscription Agreements is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Advance Funding Subscription Agreements.”

Delayed Funding Subscription Agreements

On October 19, 2025, Pubco, the Company and SPAC entered into delayed funding subscription agreements with certain institutional investors and individual accredited investors (collectively, the “Delayed Funding Subscribers” and such agreements, the “Delayed Funding Subscription Agreements”). At the Closing, Pubco issued an aggregate of 663,510 shares of Pubco Class A Common Stock (the “Delayed Funding Shares”) to the Delayed Funding Subscribers in exchange for $10.5 million in cash and 200,000 XRP tokens. The number of Delayed Funding Shares issued to each subscriber was equal to such Delayed Funding Subscriber’s delayed funding subscription amount, whether in cash or XRP tokens (based on a per token value as of the Closing XRP Price), divided by $10.00 per share. A description of the Delayed Funding Subscription Agreements is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Delayed Funding Subscription Agreements.”

Series C Subscription Agreement

On October 19, 2025, Pubco, the Company and SPAC entered into a subscription agreement with Arrington XRP Capital Fund, LP, a Delaware limited partnership (respectively, the “Sponsor” and, as amended from time to time, the “Series C Subscription Agreement”). On August 12, 2026, the parties amended the Series C Subscription Agreement to revise the pricing mechanics used to determine the number of shares issuable at the Closing. At the Closing, Pubco issued 926,878 shares of Pubco Class A Common Stock and 29,306,333 shares of Pubco Class C Common Stock to the Sponsor (collectively, the “Series C Subscribed Shares”) in exchange for 211,319,096.061435 XRP tokens. The aggregate number of Series C Subscribed Shares was equal to the Sponsor’s subscription amount in XRP tokens (based on a per token value as of the Signing XRP Price) divided by a price of $10.00 per share and multiplied by the quotient of the Closing XRP Price and the Signing XRP Price. A description of the Series C Subscription Agreement is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Series C Subscription Agreement.”

Contributor Related Party Entity Subscription Agreement

On October 19, 2025, Pubco, the Company and SPAC entered into a subscription agreement with Larsen Lam Children’s Remainder Trust, an investor affiliated with Ripple (as amended from time to time, the “Contributor Related Party Entity” and such agreement, as amended from time to time, the “Contributor Related Party Entity Subscription Agreement”). On August 12, 2026, the parties amended the Contributor Related Party Entity Subscription Agreement to revise the pricing mechanics used to determine the number of equity interests issuable at the Closing. At the Closing, Pubco issued 623,509 shares of Pubco Class A Common Stock, and the Company issued 6,529,941 Company Units, to the Contributor Related Party Entity in exchange for 50,000,000 XRP tokens. The shares and Company Units issued to the Contributor Related Party Entity are referred to collectively as the “Contributor Related Party Entity Subscribed Equity Interests.” The aggregate number of such equity interests was equal to the Contributor Related Party Entity’s subscription amount in XRP tokens (based on a per token value as of the Signing XRP Price) divided by a price of $10.00 per equity interest and multiplied by the quotient of the Closing XRP Price and the Signing XRP Price. A description of the Contributor Related Party Entity Subscription Agreement is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Contributor Related Party Entity Subscription Agreement.”

Contribution Agreement

On October 19, 2025, Ripple, Pubco and the Company entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ripple contributed 126,791,458 XRP tokens (the “Contributed XRP”) to the Company. On August 12, 2026, the parties amended the Contribution Agreement to revise the pricing mechanics used to determine the number of Company Units issuable to Ripple. At the Closing, the Company issued 18,139,927 Company Units to Ripple in exchange for the Contributed XRP (the “Contributor Subscribed Units”). The number of Contributor Subscribed Units was equal to Ripple’s contribution amount in XRP tokens (based on a per token value as of the Signing XRP Price) divided by a price of $10.00 per Company Unit and multiplied by the quotient of the Closing XRP Price and the Signing XRP Price. A description of the Contribution Agreement is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Contribution Agreement.”

The Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreements, the Series C Subscription Agreement and the Contributor Related Party Entity Subscription Agreement are referred to collectively as the “Subscription Agreements.”

Sponsor Forfeiture

On October 19, 2025, Pubco, the SPAC and the Sponsor entered into a Sponsor Support Agreement (as amended by Amendment No. 1 to the Sponsor Support Agreement, dated August 12, 2026, the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to vote in favor of the Business Combination Agreement, the Transactions and the proposals submitted to the SPAC shareholders at the Extraordinary General Meeting (collectively, the “Proposals”), to forfeit to the SPAC for cancellation and for no consideration an amount equal to (x) 400,000 SPAC Class A Shares, (y) 7,880,000 SPAC Class B Shares and (z) 200,000 SPAC Private Warrants, in each case multiplied by the Adjustment Factor, and to be bound by transfer restrictions applicable to its SPAC Class A Shares, SPAC Class B Shares and SPAC Private Warrants. For purposes of this disclosure: “SPAC Private Warrants” means the aggregate of 355,000 warrants, each exercisable for one SPAC Class A Share at $11.50 per share, purchased by the Sponsor and the underwriters in the SPAC’s initial public offering; and the “Adjustment Factor” is the product of (x) the Closing XRP Price divided by the Signing XRP Price and (y) 0.7, provided that the Adjustment Factor shall not be less than 0 or greater than 0.7.

As a result, immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement), the Sponsor forfeited to the SPAC for cancellation and for no consideration an amount equal to (x) 230,694 SPAC Class A Shares, (y) 4,544,672 SPAC Class B Shares and (z) 115,347 SPAC Private Warrants, in each case based on an Adjustment Factor of 0.423264965.

The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement and Amendment No. 1 thereto, copies of which are attached hereto as Exhibits 10.4 and 10.33, respectively, and incorporated herein by reference.

The Mergers

Simultaneously at the Closing: (a) Company Merger Sub merged with and into the Company (the “Company Merger”), with the Company continuing as the surviving company and a wholly owned subsidiary of Pubco (the “Company Surviving Subsidiary”); and (b) SPAC Merger Sub merged with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “SPAC Merger” and, together with the Company Merger, the “Mergers”).

In connection with the Company Merger, each issued and outstanding unit of the Company (each, a “Company Unit”) was cancelled and exchanged for the right to receive one share of Class A common stock, par value $0.001 per share, of Pubco (“Pubco Class A Common Stock”). “Pubco Class B Common Stock” means the Class B common stock, par value $0.001 per share, of Pubco; “Pubco Class C Common Stock” means the Class C common stock, par value $0.001 per share, of Pubco; and “Pubco Common Stock” means, collectively, the Pubco Class A Common Stock, Pubco Class B Common Stock and Pubco Class C Common Stock. The exchange was subject to adjustments to ensure that Ripple and its affiliates (the “Contributor Related Parties”) did not beneficially own Pubco Common Stock with combined voting power exceeding 9.9% of Pubco’s total outstanding voting power, with any excess converted into additional Company Units of the surviving company, or receive any Pubco Common Stock in respect of Company Units held by Ripple immediately prior to the transactions contemplated by the Business Combination Agreement.

In connection with the SPAC Merger, (i) each issued and outstanding share of Class A common stock of SPAC Delaware (other than treasury shares and shares held by stockholders who validly exercised their redemption rights) was automatically converted into one share of Pubco Class A Common Stock; (ii) each issued and outstanding share of Class B common stock of SPAC Delaware (other than treasury shares) was automatically converted into one share of Class A common stock of SPAC Delaware in accordance with the Proposed Certificate of Incorporation and thereafter into one share of Pubco Class A Common Stock; and (iii) each warrant to purchase one share of Class A common stock of SPAC Delaware was converted into one warrant of Pubco (each, a “Pubco Warrant”) to purchase one share of Pubco Class A Common Stock at a price of $11.50 per share.

“Ancillary Agreements” means the agreements, instruments and documents entered into in connection with or pursuant to the Business Combination Agreement. “Transactions” means, collectively, the Mergers and the other transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

Outstanding Securities

As of the Closing Date, immediately following the consummation of the Business Combination, the following securities of Pubco were issued and outstanding:

• 22,268,905 shares of Pubco Class A Common Stock;

• 32,211,992 shares of Pubco Class C Common Stock; and

• 11,739,645 Pubco Warrants.

Item 1.01 Entry into a Material Definitive Agreement.

Lock-Up Agreements

At the Closing, Ripple, the Contributor Related Party Entity and the Sponsor entered into lock-up agreements (collectively, the “Lock-Up Agreements”) with Pubco, pursuant to which the parties thereto agreed not to transfer shares of Pubco Class A Common Stock, Pubco Warrants received in the Transactions, or shares issuable upon exercise of Pubco Warrants or conversion or exchange of Pubco Class C Common Stock or Company Units (collectively, the “Restricted Securities”). The Lock-Up Agreements restrict transfers until the earlier of (a) six months after the Closing Date (the “Anniversary Release”) and (b) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Customary exceptions apply for transfers to affiliates, family members, charitable organizations and certain tax or estate planning transfers, provided the transferee agrees to be bound by the terms of the Lock-Up Agreement.

The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. A description of the Lock-Up Agreements is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Lock-Up Agreements.”

Amended and Restated Registration Rights Agreement

At the Closing, SPAC Delaware, Pubco, the Sponsor and certain other securityholders entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), which amends and restates the Sponsor Registration Rights Agreement, dated May 20, 2025, by and among the SPAC, Armada Sponsor II, LLC, Cohen and Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Northland Securities, Inc. The A&R Registration Rights Agreement provides, among other things, customary demand registration rights and piggyback registration rights to the parties thereto.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. A description of the A&R Registration Rights Agreement is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Amended and Restated Registration Rights Agreement.”

Tax Receivable Agreement

At the Closing, Pubco and the Company (as the Company Surviving Subsidiary), together with Ripple, the Contributor Related Party Entity and each other person that becomes a party to the Tax Receivable Agreement (collectively, the “TRA Parties”), entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”), pursuant to which Pubco is obligated to pay the TRA Parties 85% of U.S. federal, state and local income tax savings realized or deemed realized by Pubco as a result of increases in tax basis and certain other tax benefits related to the exchange of units of the Company Surviving Subsidiary for shares of Pubco Class A Common Stock.

The foregoing description of the Tax Receivable Agreement is qualified in its entirety by reference to the full text of the Tax Receivable Agreement, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference. A description of the Tax Receivable Agreement is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Tax Receivable Agreement.”

Amended and Restated Limited Liability Company Agreement

At the Closing, Pubco, Ripple and the Contributor Related Party Entity entered into the Amended and Restated Limited Liability Company Agreement of the Company Surviving Subsidiary (the “Company A&R LLCA”). Pursuant to the Company A&R LLCA, Pubco is the sole managing member and controls all of the Company Surviving Subsidiary’s affairs and decision making. Other holders of Company Units hold economic rights but generally have no voting rights. Pubco funds dividends by causing the Company Surviving Subsidiary to make distributions. In addition, the Company Surviving Subsidiary is, and will continue to be, treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to U.S. federal income tax. Instead, taxable income of the Company Surviving Subsidiary will be allocated to holders of Company Units, including Pubco.

The foregoing description of the Company A&R LLCA is qualified in its entirety by reference to the full text of the Company A&R LLCA, a copy of which is attached hereto as Exhibit 10.20 and incorporated herein by reference. A description of the Company A&R LLCA is included in the Proxy Statement/Prospectus in the section entitled “The Transactions—Other Transaction Agreements—Company A&R LLCA.”

Warrant Assignment, Assumption and Amendment Agreement

At the Closing, Pubco, SPAC Delaware and the warrant agent, Continental Stock Transfer & Trust Company, entered into a Warrant Assignment, Assumption and Amendment Agreement (the “Warrant Assignment, Assumption and Amendment Agreement”), pursuant to which the outstanding SPAC Warrants were converted into Pubco Warrants, each entitling the registered holder to purchase one share of Pubco Class A Common Stock at a price of $11.50 per share on the terms and conditions of the Warrant Agreement, dated as of May 20, 2025, as amended on October 5, 2026, by and between the SPAC and Continental Stock Transfer & Trust Company.

The foregoing description of the Warrant Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Indemnification Agreements

At the Closing, Pubco entered into indemnification agreements with each of its directors and executive officers (the “Indemnification Agreements”). The Indemnification Agreements provide that Pubco will indemnify each of its directors and officers to the fullest extent permitted by applicable law, including advancement of expenses, for claims arising out of such person’s service as a director or officer of Pubco.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.34 and incorporated herein by reference. A description of the Indemnification Agreements is included in the Proxy Statement/Prospectus in the section entitled “Management of Pubco Following the Transactions—Limitation of Liability and Indemnification.”

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as the SPAC was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, Pubco, as the successor registrant to the SPAC, is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

Pubco makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking statements include, but are not limited to, statements regarding Pubco and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

When used in this Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing Pubco’s views as of any subsequent date, and Pubco does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• failure to realize the anticipated benefits of the Business Combination;

• the failure of Pubco to maintain the listing of its securities on any securities exchange after the Closing;

• costs related to the Business Combination and as a result of Pubco becoming a public company;

• changes in business, market, financial, political and regulatory conditions;

• risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of the industry in which Pubco operates;

• risks related to increased competition in the industries in which Pubco will operate;

• risks that after the Closing, Pubco experiences difficulties managing its growth and expanding operations;

• challenges in implementing Pubco’s business plan, due to operational challenges, significant competition and regulation;

• the outcome of any potential legal proceedings that may be instituted against Pubco; and

• other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk Factors.”

Business, Properties and Legal Proceedings

The business, properties and legal proceedings of Pubco and the Company prior to the Business Combination are described in the Proxy Statement/Prospectus in the section titled “Information Related to the Company” beginning on page 296 of the Proxy Statement/Prospectus, and such descriptions are incorporated herein by reference.

Pubco’s investor relations website is located at https://ir.evernorth.xyz. Pubco uses its investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Pubco’s investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts. Pubco will also make available, free of charge, on its investor relations website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.

Risk Factors

The risks associated with Pubco’s and the Company’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 47 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of the SPAC, Pubco and the Company as of June 30, 2026 and for the six months ended June 30, 2026 and for the period from July 18, 2025 (inception) through December 31, 2025 is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations of Pubco and the Company is included in the Proxy Statement/Prospectus beginning on page 315 in the section entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.

Directors and Executive Officers

Information, including biographical information, with respect to Pubco’s directors and executive officers after the Closing is included in the Proxy Statement/Prospectus in the section titled “Management of Pubco Following the Transactions” beginning on page 324 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Executive and Director Compensation

Information with respect to the historical and anticipated compensation of Pubco’s directors and executive officers is included in the Proxy Statement/Prospectus in the section titled “Executive and Director Compensation” beginning on page 338 of the Proxy Statement/Prospectus, which is incorporated herein by reference, as supplemented by the prospectus supplement filed on October 9, 2026.

Committees of the Board

Effective as of the Closing, the standing committees of Pubco’s board of directors (the “Board”) consist of an audit committee, a compensation committee and a nominating and corporate governance committee (collectively,

the “Board Committees”). Each of the Board Committees reports to the Board. Additionally, information with respect to the Board Committees is included in the Proxy Statement/Prospectus in the section titled “Management of Pubco Following the Transactions—Board Committees” beginning on page 326 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Pubco Common Stock as of the Closing Date, by:

• each person known by Pubco to be the beneficial owner of more than 5% of Pubco Common Stock;

• each of Pubco’s named executive officers and directors; and

• all of Pubco’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, Pubco believes that all persons named in the table have sole voting and investment power with respect to all shares of Pubco’s common stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based upon 22,268,905 shares of Pubco Class A Common Stock and 32,211,992 shares of Pubco Class C Common Stock issued and outstanding as of the Closing Date.

		Pubco Class A Common Stock (voting)								Pubco Class C Common Stock (non-voting)
Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Class				Number of Shares Beneficially Owned				Approximate Percentage of Class
5% Shareholders
Arrington XRP Capital Fund, LP(2)(3)			4,431,512				19.9	%			29,306,333				91.0	%
Ripple Labs Inc.(4)			1,581,112				7.1	%			—				—
Chris Larsen(5)			2,204,621				9.9	%			—				—
SBI Holdings, Inc.(6)			8,885,293				39.9	%			2,905,659				9.0	%
Pubco Executive Officers and Directors
Asheesh Birla			—				—				—				—
Matthew Frymier			—				—				—				—
Sagar Shah			—				—				—				—
Jessica Jonas			—				—				—				—
Megumi Nakamura			—				—				—				—
Stuart Alderoty			—				—				—				—
Ted Janus			—				—				—				—
Robert Kaiden			—				—				—				—
Derar Islim			—				—				—				—
All officers and directors as a group (nine individuals)			—				—				—				—

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 600 Battery St., San Francisco, California 94111.

(2) Arrington Capital Management, LLC, the general partner of Arrington XRP Capital Fund, LP (the “GP”), and J. Michael Arrington, as managing member of the GP, have voting and dispositive control over the shares held by Arrington XRP Capital Fund, LP.

(3) Sponsor will share disposition and voting control of 3,945,856 shares of Pubco Class A Common Stock with RippleWorks Inc., a Delaware nonprofit nonstock corporation (“RippleWorks”) and a limited partner of the Sponsor. Pursuant to that certain letter agreement dated October 17, 2025 by and between RippleWorks and the

Sponsor, RippleWorks has the right to consult with the Sponsor regarding the disposition of shares of Pubco Common Stock purchased with the RippleWorks Investment and to direct the voting of such shares. RippleWorks has a management team that makes decisions for the day-to-day operations of RippleWorks and a board of directors that oversees that management team. The board of directors is responsible for the establishment of policies and procedures with respect to the management of RippleWorks’ investment assets. As a result, no individual member of RippleWorks’ management or board of directors acting alone has the ability to exercise voting or dispositive power regarding Pubco’s shares absent delegation of authority from the board of directors. The membership of RippleWorks’ management and board of directors is subject to change from time to time. As a 501c3 Private Foundation, RippleWorks has no shareholders. Each of the members of RippleWorks’ management and board of directors disclaims beneficial ownership of such shares.

(4) Ripple has a management team that makes decisions for the day-to-day operations of Ripple, and a board of directors that oversees that management team. Ultimately, as the controlling shareholder of Ripple, Chris Larsen has, in such capacity, voting and dispositive control over shares of Pubco held by Ripple.

(5) Consists of 1,581,112 and 623,509 shares of Pubco Class A Common Stock held by Ripple and the Contributor Related Party Entity, respectively. Mr. Larsen may be deemed to beneficially own the shares directly or indirectly controlled by such entities, but each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(6) Consists of 8,885,293 shares of Pubco Class A Common Stock held by SBI Venture Fund 2023A Investment LPS, SBI Venture Fund 2023B Investment LPS, SBI PE Holdings Co., Ltd. and SBI Holdings USA, Inc., each of which are entities controlled by SBI (the “SBI Stockholders”), collectively. Each such SBI Stockholder is either a subsidiary of or partnership directly or indirectly managed by SBI Holdings, Inc. (“SBI”) and, therefore, in such capacity, SBI may be deemed to have voting and investment power over the shares of Pubco Class A Common Stock held by the SBI Stockholders. SBI is a Japanese corporation listed on the Tokyo Stock Exchange, Prime Market. Voting and dispositive decisions regarding such shares are made by SBI’s board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of SBI’s board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of SBI’s board of directors is subject to change from time to time. Each of the members of SBI’s board of directors disclaims beneficial ownership of such shares. SBI’s business address is 1-6-1 Roppongi Minato-ku, Tokyo, Japan 106-6019.

Certain Relationships and Related Party Transactions

Certain relationships and related party transactions of Pubco and the Company are described in the Proxy Statement/Prospectus in the sections titled “Certain Relationships and Related Party Transactions” beginning on page 340 of the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

The SPAC Class A Shares, SPAC Units (each comprising one SPAC Class A Share and one-half of one SPAC Public Warrant) and SPAC Public Warrants (the redeemable warrants included in the SPAC Units, each exercisable for one SPAC Class A Share) were historically listed on the Nasdaq Global Market. The SPAC Units began trading on May 22, 2025 under the symbol “AACIU,” and the SPAC Class A Shares and SPAC Public Warrants began separate trading on June 24, 2025 under the symbols “AACI” and “AACIW,” respectively. On October 30, 2025, those symbols were changed to “XRPNU,” “XRPN” and “XRPNW,” respectively. In connection with the Closing, the SPAC requested that Nasdaq suspend trading of, and filed a Form 25 to delist, the SPAC Units, SPAC Class A Shares and SPAC Public Warrants. The Pubco Class A Common Stock and Pubco Warrants began trading on Nasdaq on October 12, 2026 under the symbols “XRPN” and “XRPNW,” respectively.

As of the Closing Date and following the completion of the Business Combination, Pubco had 22,268,905 shares of Pubco Class A Common Stock issued and outstanding held of record by 21 holders, and 11,739,645 Pubco Warrants outstanding held one holder of record.

Dividends

Pubco has not paid dividends or made other distributions on the Pubco Class A Common Stock or Pubco Class C Common Stock to date. The payment of cash dividends and other distributions in the future will be within the discretion of the Board and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant. It is the present intention of the Board to retain all earnings, if any, for use in Pubco’s business operations and, accordingly, the Board does not anticipate declaring any dividends or other distributions in the foreseeable future.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K, in the “Private Placements” disclosure in the “Introductory Note” and in Item 8.01 of this Current Report on Form 8-K, each of which is incorporated herein by reference.

Description of Pubco Securities

A description of the Pubco Common Stock and Pubco Warrants is included in the Proxy Statement/Prospectus in the section titled “Description of Pubco Securities” beginning on page 338 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Indemnification of Directors and Officers

Nevada Revised Statutes (“NRS”) 78.7502(1) provides that a corporation may indemnify, pursuant to the provisions of that subsection, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited liability company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner the individual believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

NRS 78.7502(2) permits a corporation to indemnify, pursuant to the provisions of that subsection, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the individual in connection with the defense or settlement of such action or suit if such person (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification pursuant to NRS 78.7502 may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after any exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS 78.751(1) provides that a corporation shall indemnify any person who is a director, officer, employee or agent of the corporation, against expenses actually and reasonably incurred by the person in connection with defending an action (including, without limitation, attorney’s fees), to the extent that the person is successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. NRS 78.751 also provides that the indemnification pursuant to NRS 78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled (except

that indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law and such misconduct, fraud or violation of the law was material to the cause of action) and that the indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators.

NRS 78.752 provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in their capacity as a director, officer, employee or agent, or arising out of the person’s status as such, whether or not the corporation has the authority to indemnify the individual against such liability and expenses.

The Amended and Restated Articles of Incorporation of Pubco (the “Pubco Charter”) provide for indemnification of Pubco’s directors and officers to the fullest extent permitted by applicable Nevada law, including, without limitation NRS 78.7502 and NRS 78.751.

In connection with the Business Combination, Pubco entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense advancement.

The foregoing summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.34 and incorporated herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning Pubco’s and the Company’s financial statements.

Financial Statements and Exhibits

The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the Closing, on October 8, 2026, the SPAC Units, SPAC Class A Shares and SPAC Public Warrants ceased trading on Nasdaq, and the SPAC filed a Form 25.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the “Private Placements” disclosure in the “Introductory Note” above regarding the issuance and sale by Pubco and the Company of an aggregate of 13,918,024 shares of Pubco Class A Common Stock, 32,211,992 shares of Pubco Class C Common Stock and 23,088,756 Company Units in connection with the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreements, the Series C Subscription Agreement and the Contributor Related Party Entity Subscription Agreement is incorporated herein by reference.

The securities issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

At the Extraordinary General Meeting, the SPAC shareholders approved the Condition Precedent Proposals (the Business Combination Proposal, the Merger Proposal and the Domestication Proposal) and, on a non-binding advisory basis, the Advisory Organizational Documents Proposals, as described in greater detail in the Proxy Statement/Prospectus.

The Board and the stockholders of Pubco, a Nevada corporation governed by the NRS, adopted and approved the Pubco Charter, which became effective upon filing with the Nevada Secretary of State on October 9, 2026, and the Board adopted and approved the Amended and Restated Bylaws of Pubco (the “Pubco Bylaws”), which also became effective on October 9, 2026. A copy of the Pubco Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The description of the Pubco Charter and the general effect of the Pubco Charter upon the rights of holders of Pubco’s capital stock are included in the Proxy Statement/Prospectus under the section titled “Description of Pubco Securities” beginning on page 352 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Business Combination pursuant to the Business Combination Agreement, a change in control of the registrant occurred, and the former SPAC public shareholders held approximately 21.8% of the outstanding Pubco Class A Common Stock immediately following the Closing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the sections titled “Directors and Executive Officers” and “Certain Relationships and Related Party Transactions” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Evernorth Holdings Inc. 2026 Omnibus Incentive Plan

Prior to the Closing, Pubco adopted the Evernorth Holdings Inc. 2026 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan became effective immediately upon the Closing. A summary of the terms of the Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “The Transactions—Other Transaction Agreements—Evernorth Holdings Inc. 2026 Omnibus Incentive Plan” beginning on page 193 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Incentive Plan, a copy of which is attached hereto as Exhibit 10.12, and a copy of the Incentive Plan is also attached to the Proxy Statement/Prospectus as Annex S.

Evernorth Holdings Inc. 2026 Employee Stock Purchase Plan

Prior to the Closing, Pubco adopted the Evernorth Holdings Inc. 2026 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective immediately upon the Closing. A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “The Transactions—Other Transaction Agreements—Evernorth Holdings Inc. 2026 Employee Stock Purchase Plan” beginning on page 194 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.13, and a copy of the ESPP is also attached to the Proxy Statement/Prospectus as Annex T.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 12, 2026, the Board approved and adopted the Pubco Charter, and Pubco’s stockholders approved the same on October 9, 2026. The Pubco Charter became effective upon filing with the Nevada Secretary of State on October 9, 2026. On October 9, 2026, the Board approved and adopted the Pubco Bylaws, which also became effective on October 9, 2026.

Copies of the Pubco Charter and the Pubco Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

The general effect of the Pubco Charter and the Pubco Bylaws upon the rights of holders of Pubco’s capital stock is included in the Proxy Statement/Prospectus under the section titled “Description of Pubco Securities” beginning on page 352 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on October 9, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of Pubco. A copy of the Code of Business Conduct and Ethics can be found in the Investors section of Pubco’s website at https://www.evernorth.xyz/.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, Pubco ceased to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

The material terms of the Business Combination are described in the section titled “Introductory Note” and in Item 2.01 of this Current Report on Form 8-K, including the “Form 10 Information” set forth therein, each of which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

Our website is located at evernorth.xyz. We expect to make available free of charge, on or through the Investor Relations section of our website (ir.evernorth.xyz), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC. Information found on our website will not be part of this report or any other report filed with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file or furnish electronically with the SEC at sec.gov. We intend to use our website as a disclosure channel for providing broad, non-exclusionary distribution of information regarding Evernorth to the public, including information regarding market prices of our outstanding securities, XRP purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that we make public via our website. We also maintain @evernorthXRP (x.com/evernorthXRP) and @evernorth_JP (x.com/evernorth_JP) on X, LinkedIn pages for the U.S. (linkedin.com/company/evernorthxrp) and Japan (https://www.linkedin.com/company/evernorth-jp/), and a YouTube channel (https://www.youtube.com/@evernorthXRPofficial), which we currently expect to use to communicate information that has previously been made public. We may in the future designate additional channels for the disclosure of material information, and will notify investors of any such designation. Similarly, we may use webcasts, press releases and conference calls to announce material business and financial information to our investors and others.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of SPAC as of September 30, 2025 and for the period from October 3, 2024 (inception) through September 30, 2025, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The unaudited condensed financial statements of SPAC as of June 30, 2026 and for the three and nine months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-29 and are incorporated herein by reference.

The audited consolidated financial statements of Pubco as of December 31, 2025 and September 30, 2025 and for the period from August 29, 2025 (inception) through December 31, 2025, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-56 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Pubco as of June 30, 2026 and for the six months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-74 and are incorporated herein by reference.

The audited financial statements of the Company as of December 31, 2025 and September 30, 2025 and for the period from July 18, 2025 (inception) through December 31, 2025, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-88 and are incorporated herein by reference.

The unaudited condensed financial statements of the Company as of June 30, 2026 and for the six months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-103 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the SPAC, Pubco and the Company as of June 30, 2026 and for the six months ended June 30, 2026 and for the period from July 18, 2025 (inception) through December 31, 2025 is included as Exhibit 99.1 hereto and is incorporated herein by reference.

(c) Exhibits.

Exhibit No.		Description
2.1(1)		Business Combination Agreement, dated as of October  19, 2025, by and among Armada Acquisition Corp. II, Evernorth Holdings Inc., Pathfinder Digital Assets LLC, SPAC Merger Sub, Company Merger Sub, and Ripple Labs Inc. (incorporated by reference to Exhibit 2.1 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
3.1		Amended and Restated Articles of Incorporation of Pubco (as effective on October 9, 2026).
3.2		Amended and Restated Bylaws of Pubco (as effective on October 9, 2026).
4.1		Warrant Assignment, Assumption and Amendment Agreement, dated as of October 9, 2026, by and among Pubco, SPAC and Continental Stock Transfer & Trust Company.
10.1		Amended and Restated Registration Rights Agreement, dated as of October 9, 2026, by and among Pubco, SPAC, the Sponsor and the holders party thereto.
10.2		Form of Lock-Up Agreement (incorporated by reference to Exhibit  10.2 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.3		Contribution Agreement, dated October  19, 2025, by and among Ripple Labs Inc., Pubco and the Company (incorporated by reference to Exhibit 99.3 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.4		Sponsor Support Agreement, dated as of October  19, 2025, by and among Pubco, SPAC and the Sponsor (incorporated by reference to Exhibit 10.1 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.5(1)		Form of Advance Funding Subscription Agreement (Institutional) (incorporated by reference to Exhibit  10.3 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.6(1)		Form of Delayed Funding Subscription Agreement (Institutional) (incorporated by reference to Exhibit  10.4 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.7(1)		Form of Advance Funding Subscription Agreement (Individual) (incorporated by reference to Exhibit  10.5 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.8(1)		Form of Delayed Funding Subscription Agreement (Individual), (incorporated by reference to Exhibit  10.6 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.9(1)		Series C Subscription Agreement, dated as of October  19, 2025, by and among Pubco, the Company, SPAC and the Sponsor (incorporated by reference to Exhibit 10.7 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).

Exhibit No.		Description
10.10(1)		Contributor Related Party Entity Subscription Agreement, dated as of October  19, 2025, by and among Pubco, the Company, SPAC and the Contributor Related Party Entity (incorporated by reference to Exhibit  10.8 to SPAC’s Current Report on Form 8-K, filed with the SEC on October 20, 2025).
10.11(1)		Tax Receivable Agreement, dated as of October 9, 2026, by and among Pubco and the persons named therein.
10.12(1)		Evernorth Holdings Inc. 2026 Omnibus Incentive Plan.
10.13(1)		Evernorth Holdings Inc. 2026 Employee Stock Purchase Plan.
10.14		Master Intercompany Facility Agreement, dated as of August  1, 2025, between Ripple Labs Inc. and Pathfinder Digital Assets LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.15		Amendment to Revolving Loan, dated as of February  11, 2026, between Ripple Labs Inc. and Pathfinder Digital Assets LLC (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.16		Master Intercompany Facility Agreement, dated as of August  1, 2025, between Ripple Labs Inc. and Evernorth Holdings Inc (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.17		Amendment to Revolving Loan, dated as of February  11, 2026, between Ripple Labs Inc. and Evernorth Holdings Inc (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.18		Custodial Services Agreement, dated October 9, 2025, between Evernorth Holdings Inc. and BitGo Bank  & Trust, National Association (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.19		Custodial Services Agreement, dated October 22, 2025, between Pathfinder Digital Assets LLC and BitGo Bank  & Trust, National Association (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.20		Amended and Restated Limited Liability Agreement of the Company.
10.21†		Employment Agreement, dated June  24, 2026, between Evernorth Holdings Inc. and Asheesh Birla (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.22†		Employment Agreement, dated May  26, 2026, between Evernorth Holdings Inc. and Matthew Frymier (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.23		Form of Founder RSU Award Notice Letter (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-4 (File No. 333-294417) filed by Pubco with the SEC on August 26, 2026).
10.24†		Employment Agreement, dated June  8, 2026, between Evernorth Holdings Inc. and Jessica Jonas (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.25†		Employment Agreement, dated June  6, 2026, between Evernorth Holdings Inc. and Sagar Shah (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).

Exhibit No.		Description
10.26†		Employment Agreement, dated June  8, 2026, between Evernorth Holdings Inc. and Meg Nakamura (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.27		Amendment No.  1 to Contribution Agreement (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.28		Form of Amendment No.  1 to Advance Funding Subscription Agreement (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.29		Form of Amendment No.  1 to Advance Funding Subscription Agreement (SBI Entity Amendments) (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.30		Amendment No.  1 to Series C Subscription Agreement (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.31		Amendment No.  1 to Contributor Related Party Entity Subscription Agreement (incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.32		Amendment No.  1 to the Business Combination Agreement (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.33		Amendment No.  1 to the Sponsor Support Agreement (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-4 (File No.  333-294417) filed by Pubco with the SEC on August 26, 2026).
10.34		Form of Indemnification Agreement.
21.1		List of Subsidiaries of Pubco Post-Business Combination (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-4 (File No. 333-294417) filed by Pubco with the SEC on August 26, 2026).
99.1		Unaudited pro forma condensed combined financial information of the SPAC, Pubco and the Company as of June 30, 2026 and for the six months ended June 30, 2026 and for the period from July  18, 2025 (inception) through December 31, 2025.

(1) Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request.

† Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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 9, 2026
				By:		/s/ Asheesh Birla
				Name:		Asheesh Birla
				Title:		Chief Executive Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements present the combination of financial information of Pubco, SPAC and the Company, adjusted to give effect to the Transactions, which were consummated on October 9, 2026 (the “Closing Date”).

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical unaudited balance sheet of Pubco as of June 30, 2026, the historical unaudited balance sheet of the Company as of June 30, 2026, the historical unaudited balance sheet of SPAC as of June 30, 2026, giving pro forma effect to the Transactions as if they had occurred as of June 30, 2026.

The following contains two unaudited pro forma condensed combined statements of operations of Pubco.

• First, an unaudited pro forma condensed combined statement of operations of Pubco presents (i) the historical audited statement of operations of Pubco for the period from August 29, 2025 (inception) to December 31, 2025, (ii) the historical audited statement of operations of the Company for the period from July 18, 2025 (inception) to December 31, 2025, and (iii) the historical unaudited statement of operations of the SPAC for the period from July 1, 2025 to December 31, 2025 on a pro forma basis as if the Transactions had occurred on July 18, 2025. The Company and Pubco were incorporated on July 18, 2025 and August 29, 2025, respectively.

• In addition, a separate unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 is included, which presents (i) the historical unaudited statement of operations of the relevant entities for the six-month period, adjusted to reflect the combined results on a pro forma basis, and (ii) pro forma adjustments giving effect to the Transactions as if they had occurred on July 18, 2025.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 has been derived from:

• the historical unaudited financial statements of SPAC as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference;

• the historical unaudited financial statements of the Company as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference; and

• the historical unaudited financial statements of Pubco as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference .

The unaudited pro forma condensed combined statement of operations for the period from July 18, 2025 (inception) to December 31, 2025 has been derived from:

• Pubco was incorporated on August 29, 2025, therefore, the historical statement of operations for the period ended December 31, 2025 included in the unaudited pro forma condensed combined statement of operations, is derived from Pubco’s historical audited financial statements for the period from August 29, 2025 through December 31, 2025.

• The Company was incorporated on July 18, 2025, therefore, the historical statement of operations for the period ended December 31, 2025 included in the unaudited pro forma condensed combined statement of operations, is derived from the Company’s historical audited financial statements for the period from July 18, 2025 through December 31, 2025.

• The historical financial statements of SPAC for the period from July 1, 2025 to December 31, 2025, and the related notes thereto, which were derived from SPAC’s audited financial statements as of and for the year ended September 30, 2025, SPAC’s unaudited interim financial statements as of and for the period ended June 30, 2025, SPAC’s unaudited financial statements as of and for the period ended

1

December 31, 2025, included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference . Management has determined that the results of operations of SPAC for the period from July 1, 2025 through July 17, 2025 were not material, and, accordingly, no separate adjustment has been reflected for such period.

The unaudited pro forma condensed combined statement of operations for the period from January 1, 2026 to June 30, 2026 has been derived from:

• The historical unaudited financial statements of Pubco for the period from January 1, 2026 to June 30, 2026.

• The historical unaudited financial statements of the Company for the period from January 1, 2026 to June 30, 2026.

• The historical unaudited financial statements of SPAC for the period from January 1, 2026 to June 30, 2026, and the related notes thereto, which were derived from SPAC’s unaudited interim financial statements as of and for the three-month period ended March 31, 2026 and SPAC’s unaudited interim financial statements as of and for the three-month period ended June 30, 2026, included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of the Proxy Statement/Prospectus which incorporates transaction accounting adjustments. Pubco, the Company and SPAC have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred. Accordingly, the unaudited pro forma condensed combined financial information includes only transaction accounting adjustments. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information and describe the assumptions and estimates underlying the unaudited pro forma adjustments.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the Transactions as if they had occurred (i) on June 30, 2026 for the pro forma condensed combined balance sheet and (ii) on July 18, 2025 for the pro forma condensed combined statement of operations for the period from July 18, 2025 to December 31, 2025 and for the six months ended June 30, 2026. In connection with the Transactions, holders of 18,463,753 Public Shares exercised their right to redeem such shares for cash at a redemption price of approximately $10.49 per share as of June 30, 2026, resulting in an aggregate redemption payment of approximately $193.6 million paid from the Trust Account. The unaudited pro forma condensed combined financial information reflects the actual shares redeemed that occurred in connection with the Closing. Following such redemptions, 4,536,247 Public Shares remained outstanding and were converted into an equivalent number of shares of Pubco Class A Common Stock, and approximately $47.6 million of the Trust Account was released to Pubco. Upon consummation of the Transactions, the Company and Pubco became related parties to Ripple Labs, Inc. (Ripple Labs) and ceased to be wholly-owned subsidiaries of, or consolidated by, Ripple Labs. As a result of the change in ownership structure, management reassessed the applicability of ASU 2023-08 and determined that the Company’s and Pubco’s XRP holdings do not meet the scoping criteria of ASC 350-60-15-1f. Accordingly, the XRP holdings continue to be accounted for as indefinite-lived intangible assets under ASC 350-30, measured at historical cost less accumulated impairment. For US GAAP purposes, the Company’s and Pubco’s XRP holdings remain subject to the historical cost less accumulated impairment model upon consummation of the Transactions. During the period July 1, 2026 to the Closing Date, the lowest observable price of XRP from Coinbase was $0.99, which would have resulted in an additional impairment of $6.9 million between June 30, 2026 and the Closing Date. The amendments to the Sponsor Support Agreement, the Contribution Agreement, the Advance Funding Subscription Agreements, the Series C Subscription Agreement and the Contributor Related Party Entity Subscription Agreement revised the exchange economics and reduced the number of shares issuable to investors upon consummation of the Transactions and remeasured the refundable investor advance liability at the Closing XRP Price, which resulted in the amount ultimately payable to investors being lower than the carrying amount of the liability as of June 30, 2026.

2

This information should be read together with the financial statements and related notes, as applicable, of each of the Company and SPAC included in the Proxy Statement/Prospectus and are incorporated herein by reference and the sections “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference.

3

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of what Pubco’s actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor is it indicative of Pubco’s future results of operations or financial position. The unaudited pro forma adjustments are based on information currently available and on the assumptions and estimates described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

		Pathfinder Digital Assets LLC (Historical)				Evernorth Holdings Inc. (Historical)				Elimination Adjustments				Combined Company (Historical)				Armada Acquisition Corp II (Historical)				Transaction Accounting Adjustments								Other Transaction Accounting Adjustments								Pro Forma Combined
ASSETS
Current assets
Cash		$	789,682			$	97,745			$	—			$	887,427			$	54,503			$	47,564,385				(a	)										$	75,720,653
																							(1,814,499	)			(k	)
																							453,625				(k	)
																							(4,120,000	)			(i	)
																							10,500,000				(h	)
																							(250,000	)			(o	)
																							(6,554,788	)			(q	)
																															29,000,000				(r	)
Restricted cash			—				49,995				—				49,995				—				(49,995	)			(n	)											—
Related party receivable			3,115,890				—				(3,115,890	)			—				—				—				(m	)											—
Prepaid expenses			—				26,417				—				26,417				66,114				—																92,531
Prepaid insurance			—				—				—				—				57,233				41,667				(o	)											98,900
Total current assets			3,905,572				174,157				(3,115,890	)			963,839				177,850				45,770,395								29,000,000								75,912,084
Prepaid insurance – long-term			—				—				—				—				—				208,333				(o	)											208,333
Cash and marketable securities held in Trust Account			—				—				—				—				241,164,305				(241,164,305	)			(a	)											—
Deferred offering costs			553,347				6,423,096				—				6,976,443				—				(6,976,443	)			(i	)											—
Digital assets			—				348,778,304				—				348,778,304				—				286,138				(h	)											349,114,437
																							49,995				(n	)
Deferred tax asset			—				—				—				—				—				—				(l	)											—
Total assets		$	4,458,919			$	355,375,557			$	(3,115,890	)		$	356,718,586			$	241,342,155			$	(201,825,887	)						$	29,000,000							$	425,234,854

4

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET—(Continued)

AS OF JUNE 30, 2026

		Pathfinder Digital Assets LLC (Historical)				Evernorth Holdings Inc. (Historical)				Elimination Adjustments				Combined Company (Historical)				Armada Acquisition Corp II (Historical)				Transaction Accounting Adjustments								Other Transaction Accounting Adjustments								Pro Forma Combined
LIABILITIES AND CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	608,483			$	166,796			$	—			$	775,279			$	5,392,291				—															$	6,167,570
Accrued offering costs			—				—				—				—				75,000				—																75,000
Interest payable, related party			93,029				—				—				93,029				—				—																93,029
Related party payable			328,125				8,966,901				(3,115,890	)			6,179,136				—				—				(m	)											6,179,136
Note payable, related party			6,554,788				—				—				6,554,788				—				(6,554,788	)			(q	)											—
Refundable investor advances			—				687,093,995				—				687,093,995				—				(413,145,235	)			(c	)											—
																							(97,753,881	)			(f	)
																							(176,144,884	)			(g	)
																							(49,995	)			(n	)
Total current liabilities			7,584,425				696,227,692				(3,115,890	)			700,696,227				5,467,291				(693,648,783	)							—								12,514,735
Deferred professional fees			—				—				—				—				38,387																				38,387
Deferred underwriting fee payable			—				—				—				—				9,200,000				(9,200,000	)			(k	)											—
Deferred tax liability			—				—				—				—				—				—				(l	)											—
Convertible Note																															30,000,000				(r	)			30,000,000
Total liabilities			7,584,425				696,227,692				(3,115,890	)			700,696,227				14,705,678				(702,848,783	)							30,000,000								42,553,122
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $10.49 per share			—				—				—				—				241,164,305				(241,164,305	)			(a	)											—
Redeemable non- controlling interest			—				—				—				—				—				65,299,410				(f	)											230,887,560
																							165,588,150				(p	)

5

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET—(Continued)

AS OF JUNE 30, 2026

		Pathfinder Digital Assets LLC (Historical)				Evernorth Holdings Inc. (Historical)				Elimination Adjustments				Combined Company (Historical)				Armada Acquisition Corp II (Historical)				Transaction Accounting Adjustments						Other Transaction Accounting Adjustments						Pro Forma Combined
Stockholders’ equity (deficit)							—												—
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of June 30, 2026			—				—				—				—				—																—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 710,000 shares issued and outstanding as of June 30, 2026			—				—				—				—				71				(71	)		(c)									—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,880,000 shares issued and outstanding as of June 30, 2026			—				—				—				—				788				(788	)		(c)									—
Pubco Class A Common Stock			—				—				—				—				—				4,536			(b)									22,269
							—												—				4,431			(c)
							—												—				310			(d)
							—												—				1,581			(e)
							—												—				624			(f)
			—				—				—				—				—				10,123			(g)
							—												—				664			(h)
Pubco Class C Common Stock			—				—				—				—				—				29,306			(c)									32,212
							—												—				2,906			(g)
Additional paid-in capital			—				—				—				—				—				47,556,894			(a)									479,364,889
							—												—				302,301,877			(c)
							—												—				6,232,885			(f)
							—												—				130,223,768			(g)
							—												—				10,785,474			(h)
							—												—				7,839,126			(k)
							—												—				(6,976,443	)		(i)
							—												—				(4,120,000	)		(i)
							—												—				49,995			(n)
							—												—				(14,528,687	)		(j)
Member’s capital			—				—				—				—				—
Accumulated deficit			(3,125,506	)			(340,852,135	)			—				(343,977,641	)			(14,528,687	)			14,528,687			(j)									(327,625,198	)
																							(165,588,150	)		(p)
																							110,813,125			(c)
																							26,219,381			(f)
																							45,908,087			(g)
																													(1,000,000	)		(r)
Total stockholders’ equity (deficit)			(3,125,506	)			(340,852,135	)			—				(343,977,641	)			(14,527,828	)			511,299,641						(1,000,000	)					151,794,172
Total liabilities, redeemable equity and stockholders’ equity (deficit)		$	4,458,919			$	355,375,557			$	(3,115,890	)		$	356,718,586			$	241,342,155			$	(201,825,887	)				$	29,000,000					$	425,234,854

6

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 18, 2025 (INCEPTION) TO DECEMBER 31, 2025(1)

		Pathfinder Digital Assets LLC (Historical)				Evernorth Holdings Inc. (Historical)				Combined Company (Historical)				Armada Acquisition Corp II (Historical)				Transaction Accounting Adjustments								Other Transaction Accounting Adjustments								Pro Forma Combined
Operating expenses:
General and administrative costs		$	906,739			$	1,115,340			$	2,022,079			$	4,469,542			$	(15,400	)			(cc	)		$	1,000,000				(hh	)		$	7,495,171
																			18,950				(dd	)
Digital assets impairment			—				233,650,642				233,650,642				—				—																233,650,642
Total operating expenses			906,739				234,765,982				235,672,721				4,469,542				3,550								1,000,000								241,145,813
Income (loss) from operations			(906,739	)			(234,765,982	)			(235,672,721	)			(4,469,542	)			(3,550	)							(1,000,000	)							(241,145,813	)
Other (income) expense:
Change in fair value of refundable investor advances			—				(82,054,043	)			(82,054,043	)			—				82,054,043				(ff	)											—
Interest earned on cash and marketable securities held in Trust Account			—				—				—				(4,797,110	)			4,797,110				(aa	)											—
Interest expense, related party			6,032				5,463				11,495				—				(11,495	)			(gg	)											—
Interest income, related party			(5,463	)			—				(5,463	)			—				5,463				(gg	)											—
Interest expense, convertible note			—				—				—				—												543,333				(hh	)			543,333
Total other (income) expense			569				(82,048,580	)			(82,048,011	)			(4,797,110	)			86,845,121								543,333								543,333
Income (loss) before provision for income taxes			(907,308	)			(152,717,402	)			(153,624,710	)			327,568				(86,848,671	)							(1,543,333	)							(241,689,146	)
Income tax (benefit)			—				—				—				—				—				(bb	)											—
Net income (loss)		$	(907,308	)		$	(152,717,402	)		$	(153,624,710	)		$	327,568			$	(86,848,671	)						$	(1,543,333	)						$	(241,689,146	)
Net loss (income) attributable to redeemable non-controlling interest			—				—				—				—				461,854				(ee	)											461,854
Net income (loss) attributable to parent		$	(907,308	)		$	(152,717,402	)		$	(153,624,710	)		$	327,568			$	(86,386,817	)						$	(1,543,333	)						$	(241,227,292	)
Basic and diluted net income (loss) per ordinary share, Class A & Class B ordinary shares not subject to redemption														$	0.01
Pro forma basic and diluted weighted average shares outstanding																																			54,480,897
Pro forma basic and diluted net loss per share																																		$	(4.43	)

(1) Please refer to Note 7— “Net Income (Loss) per Share for the period from July 18, 2025 (Inception) to December 31, 2025” for details.

7

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2026 TO JUNE 30, 2026 (2)

		Pathfinder												Armada
		Digital				Evernorth								Acquisition										Other
		Assets				Holdings				Combined				Corp				Transaction						Transaction								Pro
		LLC				Inc.				Company				II				Accounting						Accounting								Forma
		(Historical)				(Historical)				(Historical)				(Historical)				Adjustments						Adjustment								Combined
Operating expenses:
General and administrative costs		$	2,149,210			$	1,447,627			$	3,596,837			$	1,477,610			$	20,548			(kk)										$	5,094,995
Digital assets impairment			—				264,146,097				264,146,097				—				—														264,146,097
Total operating expenses			2,149,210				265,593,724				267,742,934				1,477,610				20,548						—								269,241,092
Income (loss) from operations			(2,149,210	)			(265,593,724	)			(267,742,934	)			(1,477,610	)			(20,548	)					—								(269,241,092	)
Other (income) expense:
Change in fair value of refundable investor advances			—				(77,477,000	)			(77,477,000	)			—				77,477,000			(mm)											—
Interest earned on cash and marketable securities held in Trust Account			—				—				—				(4,234,250	)			4,234,250			(ii)											—
Interest expense, convertible note																									610,867				(oo	)			610,867
Interest expense, related party			86,997				18,009				105,006				—				(105,006	)		(nn)											—
Interest income, related party			(18,009	)			—				(18,009	)			—				18,009			(nn)											—
Total other (income) expense			68,988				(77,458,991	)			(77,390,003	)			(4,234,250	)			81,624,253						610,867								610,867
Income (loss) before provision for income taxes			(2,218,198	)			(188,134,733	)			(190,352,931	)			2,756,640				(81,644,801	)					(610,867	)							(269,851,959	)
Income tax (benefit)			—				—				—				—				—			(jj)											—
Net income (loss)		$	(2,218,198	)		$	(188,134,733	)		$	(190,352,931	)		$	2,756,640			$	(81,644,801	)				$	(610,867	)						$	(269,851,959	)
Net loss (income) attributable to redeemable non-controlling interest			—				—				—				—				1,129,146			(ll)											1,129,146
Net income (loss) attributable to parent		$	(2,218,198	)		$	(188,134,733	)		$	(190,352,931	)		$	2,756,640			$	(80,515,655	)				$	(610,867	)						$	(268,722,813	)
Basic and diluted net income (loss) per ordinary share, Class A & Class B ordinary shares not subject to redemption														$	0.09
Pro forma basic and diluted weighted average shares outstanding																																	54,480,897
Pro forma basic and diluted net loss per share																																$	(4.93	)

(2) Please refer to Note 8— “Net Income (Loss) per Share for the period January 1, 2026 to June 30, 2026” for details.

8

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1—Description of the Transactions in the Business Combination Agreement

On October 19, 2025, SPAC, Pubco, SPAC Merger Sub, the Company, Company Merger Sub and Ripple entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, following the SPAC Domestication and upon Closing, (a) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company, with Ripple receiving one share of Pubco Class A Common Stock for each Company Unit held by Ripple and exchanged subject to certain limitations on the initial holdings of Ripple and certain related entities included in the Business Combination Agreement, and (b) simultaneously with the Company Merger, SPAC Merger Sub will merge with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity, with (x) stockholders of SPAC Delaware receiving one share of Pubco Class A Common Stock for each SPAC Class A Share of SPAC Delaware held by such stockholder, and (y) warrant holders of SPAC Delaware receiving one warrant to purchase Pubco Class A Common Stock for each warrant to purchase SPAC Class A Shares held by such warrant holders.

On August 12, 2026, the parties amended the Sponsor Support Agreement, the Contribution Agreement, the Advance Funding Subscription Agreements, the Series C Subscription Agreement and the Contributor Related Party Entity Subscription Agreement to revise the pricing mechanics used to determine the number of equity interests issuable in respect of XRP-denominated contributions and investments. As originally executed, those agreements fixed the initial calculation at the Signing XRP Price of $2.36609, with an upward adjustment only if the Closing XRP Price exceeded that amount. As amended, the initial calculation is also subject to a closing-date adjustment such that, if the Closing XRP Price is below the Signing XRP Price, XRP-denominated contributions and investments are measured using the lower Closing XRP Price. The Closing XRP Price is $1.43069, as calculated by taking the arithmetic average of the quotes at 4:00 p.m. New York City time for each of the three days immediately preceding the Closing Date. The specific mechanics applicable to each agreement are described below.

The Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, SPAC entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote its SPAC Common Shares in favor of the Business Combination Agreement and the Transactions and each of the proposals to be approved by SPAC shareholders at the Extraordinary General Meeting, (b) vote its SPAC Common Shares against (i) any Acquisition Proposal or Alternative Transaction, (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Transactions), (iii) any change in the business of SPAC, and (iv) any proposal, action or agreement involving SPAC that would or would reasonably be expected to impede, frustrate, prevent or nullify the Business Combination Agreement or any Ancillary Agreement, (c) during the Interim Period, comply with the restrictions imposed by the Insider Letter, including the restrictions on redeeming SPAC Common Shares in connection with the Transactions and complying with the transfer restrictions with respect to its SPAC Common Shares and SPAC Private Warrants, (d) subject to and conditioned upon the Closing, waive any anti-dilution rights in connection with the Transactions that would otherwise result in the SPAC Class B Shares converting into SPAC Class A Shares on a greater than one-for-one basis, (e) subject to and conditioned upon the Closing, effective as of the Closing, waive and forever discharge all Claims (as defined below) against the SPAC, Pubco, the Company and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Affiliates and Subsidiaries, provided that nothing releases, waives or discharges any claim for fraud or the specific categories of claims expressly preserved in the Sponsor Support Agreement (including claims under the Sponsor Support Agreement or any other Ancillary Agreement, rights to receive Pubco securities thereunder, and indemnification rights) and (f) immediately prior to the Company Merger Effective Time, forfeit for no consideration 120,000 SPAC Class A Shares, 2,364,000 SPAC Class B Shares and 60,000 SPAC Private Warrants.

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On August 12, 2026, SPAC, Pubco and Sponsor entered into Amendment No. 1 to the Sponsor Support Agreement for purposes of adjusting the number of SPAC Class A Shares, SPAC Class B Shares and Private Placement Warrants that will be forfeited by Sponsor at the Company Merger Effective Time. Specifically, Amendment No. 1 to the Sponsor Support Agreement provides that Sponsor will forfeit to SPAC for cancellation and for no consideration the Forfeited SPAC Class A Shares, the Forfeited SPAC Class B Shares and the Forfeited SPAC Private Warrants.

For the purposes of the preceding paragraph, “Claims” mean all past or present claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing.

A copy of the Sponsor Support Agreement is attached to the Proxy Statement/Prospectus as Annex J, which is incorporated herein by reference.

Contribution Agreement

Concurrently with the execution of the Business Combination Agreement, Ripple, Pubco and the Company entered into the Contribution Agreement, pursuant to which Ripple contributed to the Company 126,791,458 XRP tokens in a private placement, in exchange for the Contributor Subscribed Units equal to the sum of (a) the Contributor Initial Subscribed Units and (b) the Contributor Adjustment Units, if any. A copy of the Contribution Agreement is attached to the Proxy Statement/Prospectus as Annex K, which is incorporated herein by reference.

On August 12, 2026, Ripple, Pubco and the Company entered into Amendment No. 1 to the Contribution Agreement in order to revise the pricing mechanics used to determine the number of Contributor Subscribed Units. The amendment subjects the initial unit calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-unit adjustment if the Closing XRP Price is above the Signing XRP Price. A copy of Amendment No. 1 to the Contribution Agreement is attached to the Proxy Statement/Prospectus as Annex W, which is incorporated herein by reference.

Advance Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Advance Funding Subscription Agreements with certain Advance Funding Subscribers, pursuant to which the Advance Funding Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, the Advance Funding Shares for $214.05 million in cash and a contribution of 600,000 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. On August 12, 2026, Pubco, the Company, SPAC and each Advance Funding Subscriber entered into Amendment No. 1 to the applicable Advance Funding Subscription Agreement in order to revise the pricing mechanics used to determine the number of Advance Funding Shares. Under the Advance Funding Subscription Agreements, as amended, each Advance Funding Subscriber will receive a number of Advance Funding Shares at the closing of the Advance Funding equal to the sum of (a) the Advance Funding Initial Subscribed Shares and (b) the Advance Funding Adjustment Shares, if any. Amendment No. 1 subjects the initial share calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price.

In addition to the changes reflected by Amendment No. 1 above, on August 12, 2026, Pubco, the Company, SPAC and each of the SBI Stockholders further amended the applicable Advance Funding Subscription Agreements. The purpose of each SBI Entity Amendment is to apply a 39.9% ownership limitation to the shares of Pubco Class A Common Stock issuable in respect of SBI’s Advance Funding Subscription. At the Transaction Closing, Pubco will issue in respect of SBI’s subscription (i) the number of shares of Pubco Class A Common Stock that would cause the Subscriber Group Ownership Percentage (as defined in the applicable Advance Funding Subscription Agreement, as amended) to equal 39.9% and (ii) the balance of the Subscribed Shares as shares of Pubco Class C Common Stock. This allocation will not change the aggregate number of Subscribed Shares, the aggregate Subscription Price or the Per Share Price, which will be identical for shares of Pubco Class A Common Stock and Pubco Class C Common Stock. The shares of Pubco Class C Common Stock will be convertible into shares of Pubco Class A Common Stock in accordance with the Amended and Restated Pubco Charter.

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The closing of each Advance Funding Subscription is conditioned on the satisfaction or waiver by each such Advance Funding Subscriber of the additional condition that, on the date of each such agreement, no other Advance Funding Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the other Advance Funding Shares) shall have been amended, modified or waived in any manner that benefits any other Advance Funding Subscriber unless such Advance Funding Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such other Advance Funding Subscriber or its affiliates or related persons). For more information about the Advance Funding Subscription Agreements, please see the section entitled “The Transactions—Advance Funding Subscription Agreements.” Copies of the forms of Advance Funding Subscription Agreements are attached to the Proxy Statement/Prospectus as Annex M and Annex N, each of which is incorporated herein by reference. Copies of Amendments No. 1 to the Advance Funding Subscription Agreements are attached to the Proxy Statement/Prospectus as Annex X and Annex Y, respectively, each of which is incorporated herein by reference.

Delayed Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into Delayed Funding Subscription Agreements with the Delayed Funding Subscribers, pursuant to which the Delayed Funding Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, the Delayed Funding Shares for $10.5 million in cash and a contribution of 200,000 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. Delayed Funding Subscribers will receive a number of Delayed Funding Shares at the closing of the Delayed Funding equal to the quotient of (i) the Delayed Funding Subscription Price and (ii) $10.00. The closing of each Delayed Funding Subscription is conditioned on, among other things, the satisfaction or waiver of all closing conditions to the consummation of the Business Combination; the Delayed Funding Subscribers’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits to the Delayed Funding Subscribers; and the additional condition that, on the date of each such agreement, no other Delayed Funding Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the other Delayed Funding Shares) shall have been amended, modified or waived in any manner that benefits any other Delayed Funding Subscriber unless such Delayed Funding Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such other Delayed Funding Subscriber or its affiliates or related persons). For more information about the Delayed Funding Subscription Agreements, please see the section entitled “The Transactions—Delayed Funding Subscription Agreements.” Copies of the forms of Delayed Funding Subscription Agreements are attached to the Proxy Statement/Prospectus as Annex O and Annex P, each of which is incorporated herein by reference.

Series C Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Series C Subscription Agreement with the Sponsor, pursuant to which the Sponsor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, Series C Subscribed Shares for 211,319,096.061435 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. On August 12, 2026, Pubco, the Company, SPAC and the Sponsor entered into Amendment No. 1 to the Series C Subscription Agreement in order to revise the pricing mechanics used to determine the number of Series C Subscribed Shares. Amendment No. 1 subjects the initial share calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price. The Sponsor will receive (i) a number of shares of Pubco

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Class A Common Stock that would result in the Series C DQ Persons owning, immediately after the Transaction Closing and the other related transactions, a number of shares of Pubco Class A Common Stock that would cause the Series C DQ Persons to be the beneficial owners (as defined in Rule 13d-3 or 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute or regulation) of capital stock of Pubco such that the Series C Attributed Ownership Percentage (as defined below) equals 19.9% and (ii) a number of shares of Pubco Class C Common Stock equal to the number of Series C Subscribed Shares minus the number of shares of Pubco Class A Common Stock issued to the Sponsor pursuant to clause (i). Under the Series C Subscription Agreement, as amended, the total Series C Subscribed Shares will equal the sum of (a) the Series C Initial Subscribed Shares and (b) the Series C Adjustment Shares, if any. For more information about the Series C Subscription Agreement, please see the section entitled “The Transactions—Series C Subscription Agreement.” A copy of the Series C Subscription Agreement is attached to the Proxy Statement/Prospectus as Annex L, which is incorporated herein by reference. A copy of Amendment No. 1 to the Series C Subscription Agreement is attached to the Proxy Statement/Prospectus as Annex Z, which is incorporated herein by reference.

Contributor Related Party Entity Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Contributor Related Party Entity Subscription Agreement with the Contributor Related Party Entity, pursuant to which the Contributor Related Party Entity purchased and Pubco agreed to issue and sell, on the Closing Date, the Contributor Related Party Entity Subscribed Equity Interests for an aggregate contribution of 50 million XRP tokens in a private placement, upon the terms and subject to the conditions set forth therein. On August 12, 2026, Pubco, the Company, SPAC and the Contributor Related Party Entity entered into Amendment No. 1 to the Contributor Related Party Entity Subscription Agreement in order to revise the pricing mechanics used to determine the number of Contributor Related Party Entity Subscribed Equity Interests. Amendment No. 1 subjects the initial equity-interest calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-equity-interest adjustment if the Closing XRP Price is above the Signing XRP Price. The Contributor Related Party Entity will not receive a number of shares of Pubco Class A Common Stock that would result in the Contributor Group Holders collectively owning, immediately after the Transaction Closing and the other related transactions, a number of shares that would cause the Contributor Group Ownership Percentage (as defined below) to exceed 9.9% and, to the extent the number of shares issued to the Contributor Group Holders is reduced as a result of the foregoing, the Contributor Related Party Entity will receive a number of Company Units equal to the number of Contributor Related Party Entity Subscribed Equity Interests minus the number of Contributor Related Party Entity Subscribed Shares. Under the Contributor Related Party Entity Subscription Agreement, as amended, the Contributor Related Party Entity Subscribed Equity Interests will equal the sum of (a) the Contributor Related Party Entity Initial Subscribed Equity Interests and (b) the Contributor Related Party Entity Adjustment Equity Interests, if any. Prior to and effective upon closing, Pubco, Ripple and the Contributor Related Party Entity will enter into the Company A&R LLCA. For more information about the Contributor Related Party Entity Subscription Agreement, please see the section entitled “The Transactions—Contributor Related Party Entity Subscription Agreement.” A copy of the form of Contributor Related Party Entity Subscription Agreement is attached to the Proxy Statement/Prospectus as Annex Q, which is incorporated herein by reference. A copy of Amendment No. 1 to the Contributor Related Party Entity Subscription Agreement is attached to the Proxy Statement/Prospectus as Annex AA, which is incorporated herein by reference.

Equity Interest Variability

The number of equity interests issuable by Pubco or the Company under the Private Placement Subscription Agreements varies based on the price of XRP. More specifically, Private Placement Investors that subscribed for Pubco Stock or Company Units pursuant to any of the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreements, the Series C Subscription Agreement or the Contributor Related Party Entity Subscription Agreement, and Ripple, in connection with its contribution pursuant to the Contribution Agreement, will have their respective XRP contributions or investments valued at the Closing XRP Price.

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Tax Receivable Agreement

Concurrently with the Closing, TRA Parties will enter into a Tax Receivable Agreement, which will provide for, among other things, payment by Pubco to the TRA Parties of 85% of the U.S. federal, state and local income tax savings realized or deemed to be realized by Pubco as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of units of the Company Surviving Subsidiary for shares of Pubco Class A Common Stock (as more fully described in the Tax Receivable Agreement).

Although the Tax Receivable Agreement will be entered into in connection with the consummation of the Business Combination, no liability has been recorded related to the Tax Receivable Agreement in the unaudited pro forma condensed combined balance sheet. As of the pro forma balance sheet date, no payment obligation under the Tax Receivable Agreement has been triggered, and the Business Combination, in and of itself, does not give rise to an obligation to make payments under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement would arise upon the future realization of certain tax benefits in connection with or related to subsequent exchanges of units of the Company Surviving Subsidiary for shares of Pubco Class A Common Stock and upon certain other triggering events (as more fully described in the Tax Receivable Agreement). Management has determined that no such triggering events have occurred as of the pro forma balance sheet date and that any future payments under the Tax Receivable Agreement are not considered probable. Accordingly, no liability related to the Tax Receivable Agreement is reflected in the unaudited pro forma condensed combined financial information.

Merger Consideration

As consideration for the Company Merger:

(1) Ripple is entitled to receive one share of Pubco Class A Common Stock for each Company Unit held by Ripple immediately prior to the Company Merger Effective Time, subject to certain limitations imposed on the Contributor Group Holders; and

(2) All of the Company Merger Sub Units issued and outstanding immediately prior to the Company Merger Effective Time is converted into a number of units of the Company Surviving Subsidiary equal to the number of shares of Pubco Class A Common Stock immediately following the Company Merger Effective Time.

By virtue of the SPAC Merger:

(1) each issued and outstanding SPAC Class A Share (other than (x) treasury shares and (y) shares of holders of SPAC Class A Shares who have exercised their rights of redemption) is automatically converted into one share of Pubco Class A Common Stock; and

(2) each issued and outstanding SPAC Class B Share (other than treasury shares) is automatically converted into one SPAC Class A Share in accordance with the Proposed Certificate of Incorporation.

The Sponsor also agreed to forfeit, immediately prior to the Company Merger Effective Time, 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants. The Sponsor will exchange its remaining SPAC Private Warrants for Pubco Warrants. The Pubco Warrants will have substantially the same terms as the SPAC Private Warrants.

Note 2—Basis of Presentation and Accounting Policies

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Pubco will experience. The Company and SPAC did not have any historical relationship prior to the Business Combination. Pubco and SPAC did not have any historical relationship prior to the Business Combination, other than

13

customary arm’s-length discussions and negotiations in connection with the evaluation and execution of the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the Company and SPAC, as well as between Pubco and SPAC. The Company and Pubco were both wholly-owned subsidiaries of Ripple prior to the Business Combination. Accordingly, pro forma adjustments were required to eliminate certain intra-entity activities between the Company and Pubco.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified transaction accounting adjustments and presents management’s adjustments. Pubco has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.

SPAC does not meet the definition of a “business” pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. The Company and Pubco do not meet the definition of a “business” pursuant to ASC 805-10-55. As a result, the Business Combination does not qualify as a “business combination” within the meaning of ASC 805, Business Combinations; rather, the Business Combination will be accounted for as a recapitalization in accordance with U.S. GAAP. See Note 3—Accounting for the Business Combination for more details.

The historical financial statements of Pubco and the Company have been prepared in accordance with U.S. GAAP. The historical financial statements of SPAC have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by the Company.

Holders of 18,463,753 Public Shares exercised their redemption rights in connection with the Business Combination. The unaudited pro forma condensed combined financial information reflects the redemption of these shares at approximately $10.49 per share, or approximately $193.6 million in the aggregate, based on the Trust Account value as of June 30, 2026. The amount paid from the Trust Account on the Closing Date also included Trust Account earnings after June 30, 2026. The condition in the Business Combination Agreement requiring SPAC to have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination was satisfied at the Closing.

The unaudited pro forma condensed combined financial information reflects, among other things, that (a) neither SPAC, nor Pubco nor the Company entered into any additional financing arrangements prior to Closing, (b) Ripple contributed the Contributed XRP as required under the Contribution Agreement, (c) the Private Placement Investors funded their commitments as required under their Private Placement Subscription Agreements, (d) the Closing SPAC Share Price is $10.00, (e) no shares of Pubco Class A Common Stock were issued pursuant to the Incentive Plan, and (f) neither Ripple nor the Sponsor purchased SPAC Class A Shares in the open market. In addition, the Closing XRP Price is $1.43069, as calculated by taking the arithmetic average of the quotes at 4:00 p.m. New York City time for each of the three days immediately preceding the Closing Date.

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The following summarizes the pro forma capitalization of Pubco immediately after the Business Combination:

		At Closing
Pro Forma Ownership		Pubco Class A Common Stock				Pubco Class C Common Stock				Company Units				Percent Outstanding Pubco Common Stock				% of Voting Power
SPAC Public Shareholders			4,846,247				—				—				8.9	%			21.8	%
Sponsor (1)			4,431,512				29,306,333				—				62.0	%			19.9	%
Contributor			1,581,112				—				16,558,815				2.9	%			7.1	%
Contributor Related Party Entity			623,509				—				6,529,941				1.1	%			2.8	%
SBI			8,885,293				2,905,659				—				21.6	%			39.9	%
Other Advance and Delayed Funding Subscribers			1,901,232				—				—				3.5	%			8.5	%
Total			22,268,905				32,211,992				23,088,756				100.0	%			100.0	%

(1) Includes (i) 30,233,211 shares of Pubco Stock that the Sponsor received in connection with the Series C Subscription Agreement and (ii) the forfeiture of 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants.

Upon consummation of the Business Combination, management performed a comprehensive review of the three entities’ accounting policies.

As a result of the review, management did not identify any differences in the accounting policies of the three entities that, when conformed, would have had a material impact on the financial statements of Pubco. Management reviewed the digital asset accounting policies of the three entities and determined they were consistent. Upon consummation of the Transactions, the Company and Pubco became related parties to Ripple and ceased to be wholly-owned subsidiaries of, or controlled, by Ripple. Management reassessed the applicability of ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60), and determined that the XRP holdings did not meet the scoping criteria of ASC 350-60-15-1f. As such, the XRP holdings were excluded from the scope of ASC 350-60 and continued to be accounted for as indefinite-lived intangible assets, measured at historical cost less accumulated impairment. Accordingly, no pro forma adjustment was reflected to measure XRP holdings at fair value.

Except for the accounting policy differences described above, management did not identify any other differences that would have had a material impact on the unaudited pro forma condensed combined financial information.

Note 3—Accounting for the Business Combination

Company Merger

The Company Merger whereby Company Merger Sub (a subsidiary of Pubco) merged with and into the Company, with the Company continuing as a surviving company as a subsidiary of Pubco, has been accounted for as a transaction between entities under common control in accordance with U.S. GAAP. Under ASC 805-50, “Transactions Between Entities Under Common Control,” transfers of net assets or exchanges of equity interests between entities under common control are accounted for in a manner similar to a pooling of interests. Accordingly, the assets and liabilities transferred as part of the Company Merger were recognized by Pubco at their historical carrying amounts as reflected in the accounts of the Company immediately prior to the transaction. No new goodwill or step-up in basis was recognized as a result of the Company Merger.

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SPAC Merger

The SPAC Merger, whereby SPAC Merger Sub (a subsidiary of Pubco) merged with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity as a subsidiary of Pubco, has been accounted for as a recapitalization in accordance with U.S. GAAP where Pubco issues shares in exchange for the net assets of the SPAC. It was determined that the SPAC, Pubco and the Company were not considered to be businesses in accordance with U.S. GAAP and therefore the SPAC Merger, which is a combination of assets from the various parties, is akin to a recapitalization and the ultimate equity structure will be that of Pubco as the successor entity to the Company Merger and the SPAC Merger. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Transactions would be treated as Pubco issuing shares for the net assets of the SPAC, accompanied by the common control recapitalization above. The net assets of SPAC would be stated at fair value, with no goodwill recorded. As a result, any transaction costs incurred to effect the recapitalization represent costs related to issuing equity and raising capital that are recognized as a reduction to the total amount of equity raised rather than an expense recorded as incurred. Any activities prior to the Transactions will be those of Pubco and its common control entity, the Company, with Pubco as the reporting legal entity.

Note 4—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026

The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2026, are as follows:

(a) Represents the liquidation and reclassification of funds held in the Trust Account to cash that became available following the Business Combination in the amount of $241.2 million as of the Closing Date, of which $193.6 million was paid to holders of 18,463,753 Public Shares who exercised their redemption rights and $47.6 million was released to Pubco, and the reclassification of the Armada Acquisition Corp. II’s Class A ordinary shares subject to possible redemption representing the remaining 4,536,247 public shares at a redemption value of approximately $10.49 per share to Pubco additional paid-in capital. The additional paid-in capital of $47,556,894 was calculated based on the $47,564,385 released from the Trust Account, being the $241,164,305 carrying value of the Class A ordinary shares subject to redemption as presented by Armada Acquisition Corp. II less $193,599,920 paid to redeeming shareholders, less the $4,536 par value as described in (b) herein, less the $2,955 net reduction in additional paid-in capital related to the par values of the recapitalized shares including i) $3,335 based on 3,335,328 shares of Pubco Class A common stock with par value of $0.001 as described in (c), ii) $169 based on 169,306 shares of Pubco Class A common stock with par value of $0.001 retained by the Sponsor in exchange for previously held SPAC Class A ordinary shares, iii) $310 based on 310,000 shares of Pubco Class A common stock with a par value of $0.001 retained by parties other than the Sponsor in exchange for previously held SPAC Class A ordinary shares, net of a $788 increase in additional paid-in capital resulting from the elimination of the par value of 7,880,000 SPAC Class B shares at $0.0001 per share, as described in (c), and also net of a $23 increase in additional paid-in capital resulting from the forfeiture by the Sponsor of 230,694 shares equal to (x) all SPAC Class A ordinary shares held by the Sponsor multiplied by (y) one minus the Adjustment Factor as determined as of Closing Date, at SPAC par value of $0.0001 per share. Furthermore, the $2,955 net reduction in Pubco additional paid-in capital includes increases of $17 and $31 in Pubco additional paid-in capital, which correspond to the elimination of SPAC par values at $0.0001 per share for 169,306 and 310,000 SPAC Class A ordinary shares, respectively, which became shares of Pubco Class A common stock shares retained by the Sponsor and other parties. The public shareholders also hold warrants, which were classified as equity within additional paid-in capital of Armada Acquisition Corp. II. Upon consummation of the Business Combination, such warrants became Pubco warrants with the same terms. No transaction adjustment was reflected for the warrants, as they remained equity classified within additional paid-in capital of the combined company.

(b) Reflects the issuance of 4,536,247 shares of Pubco Class A common stock, with an aggregate par value of $4,536 based on $0.001 per share, in exchange for Armada Acquisition Corp. II’s Class A ordinary shares not redeemed.

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(c) Reflects the conversion of SPAC Class B ordinary shares into Class A Common Stock shares of Pubco on a one-for-one basis, attributable to the Sponsor, where 7,880,000 Class B shares were outstanding and 4,544,672 shares, equal to (x) all SPAC Class B Shares that Sponsor holds multiplied by (y) one minus the Adjustment Factor, as determined as of the Closing Date, were forfeited, and the elimination of the historical par value of such shares of $788. Additionally, reflects conversion of 400,000 SPAC Class A ordinary shares on a one-for-one basis, of which 230,694 shares, equal to (x) all SPAC Class A Shares that Sponsor holds multiplied by (y) one minus the Adjustment Factor as determined as of the Closing Date, were forfeited by the Sponsor, and the elimination of the historical par value of such shares of $71, resulting in 3,504,634 shares of Pubco Class A Common Stock shares initially issuable to the Sponsor. The converted shares are reflected at an implied $10.00 per share, consistent with the per-share reference amount used for other equity issuances, with amounts allocated between Class A common stock and additional paid-in capital accordingly. Pursuant to Sponsor agreeing to a voting ownership cap of 19.9% of Pubco’s total voting power, the shares issuable to the Sponsor were reduced to 460,338 shares of Pubco Class A Common Stock, with the excess of 3,044,296 shares above the 19.9% voting ownership cap reflected as Pubco Class C Common Stock, and the related reclassification reflected within equity, including $460 of Pubco Class A Common Stock par value and $3,044 of Pubco Class C Common Stock par value, with the offsetting amounts reflected in additional paid-in capital as described in (a). Together with the Series C Subscription Agreement shares described below, adjustment (c) reflects total par value of $4,431 for Pubco Class A Common Stock and $29,306 for Pubco Class C Common Stock.

Also, reflects the Series C Subscription Agreement dated October 19, 2025, pursuant to which on the Closing Date the Sponsor purchased Pubco Class A Common Stock and Pubco Class C Common Stock shares for 211,319,096 XRP. The transaction adjustment reflects the release of the refundable investor advances upon release of the XRP from escrow upon consummation of the Business Combination and its reclassification to additional paid-in capital including the elimination of refundable investor advances of $413,145,235 calculated as pro rata for the Sponsor’s portion of the fair value of the refundable investor advances, the related par value of the shares issuable of $3,971 for Pubco Class A Common Stock and $26,262 for Pubco Class C Common Stock, respectively, and the related recognition of additional paid-in capital of $302,301,877, and the change in fair value of the refundable investor advances through June 30, 2026 of $110,813,125, representing the difference between the refundable investor advances and amounts recorded in additional paid-in capital is reflected within accumulated deficit. The par value of Pubco Class A Common Stock was calculated based on 3,971,174 shares at $0.001 par value per share and par value of Pubco Class C Common Stock was calculated based on 26,262,037 shares at $0.001 par value per share.

The 3,971,174 shares were calculated based on the Closing XRP Price of $1.43069 multiplied by the 211,319,096 XRP contributed to render 30,233,211 shares prior to the beneficial ownership cap by utilizing the implied $10.00 per share, which resulted in 3,971,174 after applying the 19.9% ownership cap. Such excess between 30,233,211 and 3,971,174 being 26,262,037 pursuant to the Series C Subscription agreement is issuable in Pubco Class C Common Stock. The Class A Common Stock shares and Class C Common stock shares issuable were calculated utilizing the Closing XRP Price, which was $1.43069 as contractually stipulated in Amendment No. 1 to the Series C Subscription Agreement. No Series C Adjustment Shares were issuable, as the Closing XRP Price of $1.43069 did not exceed the Signing XRP Price of $2.36609. The Pubco Class A and Class C shares of the Combined Company’s ordinary shares have a par value of $0.001 per share and the excess over par value is reflected as additional paid-in capital.

(d) Other SPAC Class A ordinary shares retained in full by holders other than the Sponsor totaled 310,000 shares and were converted into the same number of Pubco Class A Common Stock on a one-for-one basis.

(e) Reflects the par value of Pubco Class A Common Stock shares issuable to Ripple in connection with their contribution of 126,791,458 XRP tokens in a private placement under an agreement dated October 19, 2025 as amended by Amendment No. 1. The contribution was initially exchanged for 30,000,000 Company Units, whereby at closing these units automatically cancelled in exchange for the right to receive one Pubco Class A Common Stock shares for each Company Unit, subject to the Contributor Group Ownership Percentage of 9.9%, with any excess to remain as Company Units. Subsequent to the Amendment No. 1, the contribution is in exchange for 18,139,927 Company Units, equal to (x) 30,000,000 Company Units referenced above and (y) the Closing Date Adjustment Factor as determined

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as of the Closing Date. The conversion of Company Units is reflected as 1,581,112 Pubco Class A Common Stock shares issuable to Ripple with an aggregate par value of $1,581 based on $0.001 per share. No Adjustment Units of Company Units were issuable, as the Closing XRP Price did not exceed the Signing XRP Price. The Adjustment Units were calculated under the terms of Amendment No. 1 of the Ripple Contribution Agreement, which are the same as those described in (c) above. Non-controlling interest was accreted to redemption value through accumulated deficit based on 16,558,815 Company Units at $10 accretion value.

(f) Reflects a subscription agreement entered on October 19, 2025, and as amended, with the Ripple Party Entity for 50,000,000 XRP tokens, settled at Closing Date whereby the Ripple Party Entity received Pubco’s Class A Common Stock shares, structured to ensure Ripple and the Ripple Party Entity do not exceed the 9.9% ownership cap in Pubco immediately following the closing. Any excess equity interests are issuable and reflected in the form of Company Units. The total equity interests issuable for this agreement are 7,153,450 shares, which was calculated utilizing the Closing XRP Price of $1.43069 as contractually stipulated in the Amendment No. 1 to the Subscription Agreement, and the quantity of equity interests issuable represent the quotient of such contributed value and $10.00 per Pubco Class A Common Stock share or Company Unit, as applicable.

The 9.9% ownership limitation resulted in 2,204,621 shares being issued to Ripple and the Ripple Party Entity. 623,509 shares of Pubco Class A Common Stock represents the pro rata portion attributed to this subscription agreement issued to the Ripple Party Entity, with an aggregate par value of $624. The remaining excess equity interests of 6,529,941 were issued as Company Units, which are reflected as redeemable non-controlling interest in the amount of $65,299,410, recorded at $10.00 per unit. As of the Closing Date, Pubco Class A common stock was not publicly traded; therefore, the redemption provisions that provide for settlement based on the volume weighted average market price of Pubco Class A common stock were not yet operative and the fair value used to calculate the redemption value could not be determined therefore a price of $10 per unit was utilized which reflects the contractually established per-unit price under the initial terms of the Contribution Agreement and the Ripple Party Entities Subscription Agreement pursuant to which Company Units were issued at a per unit price of $10.00. Once Pubco Class A common stock becomes publicly traded and the volume-weighted average market price becomes observable, the redemption value of the Company Units is expected to be determined based on the applicable market-price-based settlement provisions. A hypothetical $1.00 increase to the $10 unit-price would result in a corresponding increase in the redemption value of the Company Units of $6,529,941, based on 6,529,941 Company Units outstanding. A hypothetical decrease of $1 in the redemption value would have no impact on the current carrying value, as the redemption value would not be recorded below its initial carrying value of $10 per unit.

The digital assets were initially valued utilizing the quoted closing price on Coinbase upon receipt to the digital wallet of $2.49600 on October 20, 2025, resulting in initial value of $124.8 million. The transaction adjustment reflects the recognition of XRP contribution and the related equity issuance, including a reduction to refundable investor advances of $97,753,881, an increase to additional paid-in capital of $6,232,885 representing the 623,509 shares held by the Ripple Party Entity in Pubco Class A Common Stock shares at $10 a share less par value, and a net decrease to accumulated deficit of $26,219,381 which is calculated as the difference between the pro rata portion of the refundable investor advances of $97,753,881 and the amount recognized in additional paid-in capital of $6,232,885, the amount recognized in redeemable non-controlling interest of $65,299,410 and the $2,205 related to the par value of the Class A units from the Ripple and Ripple-related entity, and is reflected within accumulated deficit due to the extinguishment of the liability.

The equity interests issuable were calculated utilizing the Closing XRP Price, which was $1.43069 and the quantity of equity interests issuable represent the quotient of such contributed value and $10.00 per Pubco Class A Common Stock share or Company Unit, as applicable. The Contributor Related Party Adjustment Equity Interests are calculated utilizing the quotient of the Closing XRP Price and the signing date XRP token VWAP as defined in the subscription agreement, whereas the former was $1.43069 and such amount was compared to the signing date XRP token VWAP of $2.36609 utilizing the CME CF XRP-Dollar Reference Rate - New York Variant benchmark. Because the Closing XRP Price did not exceed the Signing XRP Price, no Contributor Related Party Adjustment Equity Interests were issuable.

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(g) Reflects advance funding of $214,050,000 in cash and 600,000 XRP tokens in a private placement. Investors were issued Pubco Class A Common Stock shares at $10.00 per share, where the number of shares for investors funding in the form of XRP tokens are determined based on the XRP price at closing. The Closing XRP Price of $1.43069 was used only to determine the number of shares issuable for the XRP contributed. XRP is held in escrow for investors. The advance funding subscribed in cash was used to purchase 84,365,876 XRP tokens, which are included in Pubco’s historical digital assets at cost less accumulated impairment as of June 30, 2026. The 600,000 XRP tokens contributed by investors were received in October 2025 and are included in Pubco’s historical digital assets at cost less accumulated impairment. The transaction adjustment reflects the reduction of refundable investor advances of $176,144,884 and the issuance of Pubco Class A Common Stock and Pubco Class C Common Stock with an aggregate par value of $10,123 and $2,906, respectively (based on 10,123,015 and 2,905,659 shares at $0.001 par value per share), with the excess over par value recorded as additional paid-in capital in the amount of $130,223,768. The transaction adjustment also reflects the change in fair value of the refundable investor advances of $45,908,087 through June 30, 2026, which is calculated as the difference between the pro rata portion of the refundable investor advances of $176,144,884 and the amount recognized in additional paid-in capital of $130,223,768, which is reflected within accumulated deficit due to the extinguishment of the liability.

Pubco Common Stock shares issued under the Advance Funding Agreements were 13,028,674 shares, comprising 10,123,015 shares of Pubco Class A Common Stock and 2,905,659 shares of Pubco Class C Common Stock issued to SBI in excess of the 39.9% ownership limitation, with the excess over par value recorded as additional paid-in capital. The Advanced and Delayed Funding Agreements provide for adjustment shares issuable as Pubco Class A Common Stock. Such adjustment Shares were calculated utilizing the Closing XRP Price of $1.43069 and using the signing date XRP value, which was $2.36609 pursuant to the contractual provision of the Advanced and Delayed Funding Agreements as amended. No adjustment shares were issuable.

(h) Reflects $10,500,000 in cash and 200,000 XRP tokens received from the delayed subscription agreements at closing under similar terms. The digital assets recognized from the Delayed Funding Subscription Agreements funded in XRP were valued at the Closing XRP Price of $1.43069, resulting in the recognition of $286,138 of digital assets. Cash and XRP contributed from the Delayed Funding Subscription Agreements totaled $10,786,138.

In total, from cash and XRP contributed, Pubco Class A Common Stock shares issuable under the delayed funding agreements were 663,510 shares, reflected as an increase to Pubco Class A Common Stock with an aggregate par value of $664, based on $0.001 per share, with the excess over par value recorded as additional paid-in capital in the amount of $10,785,474.

(i) Reflects reclassification to additional paid-in capital of $6,976,443 previously capitalized deferred transaction costs and the cash payment of $4,120,000 related to transaction costs incurred by Pubco, net of expected expense reimbursements, including but not limited to, advisory fees, legal fees, and accounting fees in connection with the consummation of the Business Combination. The SPAC’s estimated transaction costs amount to $5,480,874 and include the deferred underwriting fee of $1,814,499 payable at Closing, net of $453,625 in expense reimbursements. Of the total estimated transaction costs, $5,283,977 was accrued in the SPAC’s historical financial statements. The deferred underwriting fee was already recorded as Class A ordinary shares subject to possible redemption in the SPAC’s historical financial statements. Additional transaction expenses of the SPAC are expensed as incurred.

(j) Reflects the elimination of historical accumulated deficit of Armada Acquisition Corp. II in the amount of $14,528,687, with a corresponding decrease to additional paid-in capital of $14,528,687, upon consummation of the Business Combination.

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(k) Reflects the settlement of the $9,200,000 deferred underwriting fee accrued by Armada Acquisition Corp. II as of June 30, 2026 upon closing of the Business Combination. The deferred underwriting fee and the expense reimbursement are reduced by $0.40 and $0.10 per share, respectively, for each Public Share redeemed. Accordingly, the deferred underwriting fee was reduced by $7,385,501 as a result of the 18,463,753 Public Shares redeemed, which is recorded as additional paid-in capital, and the remaining $1,814,499 was paid in cash. The adjustment also reflects receipt of the associated expense reimbursement of $453,625 related to the 4,536,247 Public Shares held by public shareholders who did not exercise their redemption rights, which is recorded as additional paid-in capital.

(l) No net deferred tax asset or deferred tax liability is reflected in the pro forma balance sheet as the deferred tax assets are fully offset by a corresponding valuation allowance.

The unaudited pro forma condensed combined balance sheet reflects a gross deferred tax asset of $27,318,444, primarily associated with deductible temporary differences arising from Pubco’s investment in the Company following its contribution of net assets at June 30, 2026, measured in accordance with ASC 740 using enacted statutory tax rates. Based on management’s assessment of the realizability of the deferred tax asset, a full valuation allowance of $27,318,444 has been recorded against the deferred tax asset. As a result, no net deferred tax asset or deferred tax liability is recognized in the pro forma balance sheet. While the related deferred tax effects associated with the contribution of assets would otherwise be reflected as an adjustment to additional paid-in capital under GAAP, no corresponding adjustment to additional paid-in capital is recorded because the deferred tax asset is fully offset by the valuation allowance.

(m) Reflects the elimination of related party receivable and payable balances of $3,115,890 between Pubco and the Company upon the Company Merger.

(n) Reflects release of contributed XRP from escrow to effect the Business Combination at Closing and purchase of XRP with the remaining $49,995 of cash.

(o) Reflects D&O tail policy with a term of six years at a premium of $250,000, reflected as a decrease to cash of $250,000 and the recognition of prepaid insurance of $41,667 (current) and $208,333 (long-term).

(p) This adjustment reflects the accretion to redemption value as an increase to non-controlling interest held by Ripple and an adjustment to accumulated deficit of $165,588,150 associated with 16,558,815 Pathfinder units held by Ripple, after consideration of the historical carrying amount. Accretion is calculated as the difference between (i) the redemption value of Ripple’s non-controlling interest in Pathfinder and (ii) the historical carrying amount of such non-controlling interest, which is zero. The redemption value is determined by multiplying the number of Pathfinder units held by Ripple that are subject to redemption by the $10.00 per-unit price. A hypothetical $1.00 increase or decrease to the unit price would result in a corresponding increase or decrease in the redemption value of the Company Units of $16,558,815, based on 16,558,815 Company Units outstanding.

The non-controlling interest arises from units held by Ripple and the Ripple Party Entity in Pathfinder that are subject to redemption outside the control of Pubco and therefore are classified as redeemable non-controlling interest.

(q) Reflects payment of the note payable to a related party reflected as a decrease to cash of $6,554,788 and a corresponding decrease to note payable, related party of $6,554,788, which is repayable within five business days of the earliest of (i) lender demand, (ii) closing of the Business Combination, or (iii) termination of BCA.

(r) Reflects the issuance of $30,000,000 principal amount of Convertible Senior PIK Note in a private placement, with proceeds received at the closing of the Business Combination. The Company elected the fair value option under ASC 825-10 to measure the Convertible Note in its entirety at fair value, and the $30,000,000 transaction price is used as its fair value at initial recognition. Because the fair value option was elected, issuance costs of $1,000,000 are expensed as incurred and recorded as an increase to accumulated deficit.

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Note 5—Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the period from July 18, 2025 (inception) to December 31, 2025

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the period from July 18, 2025 (inception) to December 31, 2025, are as follows:

(aa) Reflects the elimination of $4,797,110 in interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(bb) No income tax expense or benefit has been recorded as the Company does not anticipate the pre-tax book loss will result in income tax expense or benefit due to the full valuation allowance that will be recorded against the deferred tax assets.

(cc) Reflects the elimination of $15,400 in administrative service fees that will cease to be paid upon the Closing.

(dd) Reflects the amortization of $18,950 in prepaid D&O tail insurance as described in Adjustment (o) above.

(ee) Reflects the attribution of the Company’s net loss to non-controlling interest through the ownership interest method in the amount of $461,854.

(ff) Reflects the reversal of the historical change in fair value of refundable investor advances in the amount of $82,054,043, as no such liability remained outstanding following the Closing.

(gg) Reflects the reversal of interest expense and interest income of $11,495 and $5,463, respectively.

(hh) Reflects the interest expense of $543,333 on the Convertible Senior PIK Note calculated at the stated rate of 4.00% per annum and compounded semi-annually, and $1,000,000 of issuance costs related to the note, which were expensed as incurred as the Company elected the fair value option to account for the Convertible Senior PIK Note under ASC 825.

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Note 6—Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the period from January 1, 2026 to June 30, 2026

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the period from January 1, 2026 to June 30, 2026, are as follows:

(ii) Reflects the elimination of $4,234,250 in interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(jj) No income tax expense or benefit has been recorded as the pre-tax book loss will not result in income tax expense or benefit due to the full valuation allowance recorded against the deferred tax assets.

(kk) Reflects the amortization of $20,548 in prepaid D&O tail insurance as described in Adjustment (o) above.

(ll) Reflects the attribution of the Company’s net loss to non-controlling interest through the ownership interest method in the amount of $1,129,146.

(mm) Reflects the reversal of the historical change in fair value of refundable investor advances in the amount of $77,477,000, as no such liability remained outstanding following the Closing.

(nn) Reflects the reversal of interest expense and interest income of $105,006 and $18,009, respectively.

(oo) Reflects the interest expense of $610,867 on the Convertible Senior PIK Note calculated at the stated rate of 4.00% per annum and compounded semi-annually.

Note 7—Net Income (Loss) per Share for the period July 18, 2025 (Inception) through December 31, 2025

Represents the loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since July 18, 2025. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Transactions have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information reflects the actual redemptions of the public shares that occurred in connection with the Closing:

Weighted average shares outstanding – basic and diluted
Public Shareholders			4,846,247
Sponsor(1)			33,737,845
Contributor			1,581,112
Contributor Related Party Entity			623,509
SBI			11,790,952
Other Advance Funding Subscribers			1,237,722
Delayed Funding Subscribers			663,510
Total – Class A and Class C basic and diluted			54,480,897

(1) Includes (i) 30,233,211 shares of Pubco Stock that the Sponsor received in connection with the Series C Subscription Agreement, and (ii) the forfeiture of 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants.

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For the Period from July 18, 2025 (Inception) through December 31, 2025

Pro forma net loss		$	(241,689,146	)
Net loss attributable to non-controlling interest		$	461,854
Net loss attributable to common stockholders of Pubco		$	(241,227,292	)
Weighted average shares outstanding of Pubco Class A Common Stock and Class C common stock outstanding – basic and diluted			54,480,897
Net loss per share attributable to common stockholders – basic and diluted		$	(4.43	)

The following potential shares of Pubco Stock were excluded from the computation of pro forma diluted net loss per share for the period from July 18, 2025 (Inception) through December 31, 2025:

Pubco Warrants(1)			11,739,645
Convertible Notes(2)			2,941,176

(1) The Pubco Warrants have not been exercised and, accordingly, the underlying shares are excluded from the calculation.

(2) The Convertible Note has not been converted and, accordingly, the underlying shares are excluded from the calculation.

Note 8—Net Income (Loss) per Share for the period from January 1, 2026 through June 30, 2026

Represents the loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since July 18, 2025. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Transactions have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information reflects the actual redemptions of the public shares that occurred in connection with the Closing:

Weighted average shares outstanding – basic and diluted
Public Shareholders			4,846,247
Sponsor(1)			33,737,845
Contributor			1,581,112
Contributor Related Party Entity			623,509
SBI			11,790,952
Other Advance Funding Subscribers			1,237,722
Delayed Funding Subscribers			663,510
Total – Class A and Class C basic and diluted			54,480,897

(1) Includes (i) 30,233,211 shares of Pubco Stock that the Sponsor received in connection with the Series C Subscription Agreement, and (ii) the forfeiture of 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants.

For the Period from January 1, 2026 to June 30, 2026
Pro forma net loss		$	(269,851,959	)
Net loss attributable to non-controlling interest		$	1,129,146
Net loss attributable to common stockholders of Pubco		$	(268,722,813	)
Weighted average shares outstanding of Pubco Class A Common Stock and Class C common stock outstanding – basic and diluted			54,480,897
Net loss per share attributable to common stockholders - basic and diluted		$	(4.93	)

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The following potential shares of Pubco Stock were excluded from the computation of pro forma diluted net loss per share for the period from January 1, 2026 to June 30, 2026:

Pubco Warrants(1)			11,739,645
Convertible Notes(2)			2,941,176

(1) The Pubco Warrants have not been exercised and, accordingly, the underlying shares are excluded from the calculation.

(2) The Convertible Note has not been converted and, accordingly, the underlying shares are excluded from the calculation.

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Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EX-99.1 416.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 138.7 KB
• EX-10.11 EX-10.11 158.7 KB
• EX-10.12 EX-10.12 87.6 KB
• EX-10.13 EX-10.13 49.7 KB
• EX-10.20 EX-10.20 324.8 KB
• EX-10.34 EX-10.34 73.0 KB

Other Documents

• EX-3.1 EX-3.1 98.2 KB
• EX-3.2 EX-3.2 80.2 KB
• EX-4.1 EX-4.1 96.4 KB