Armada Acquisition II owners forfeit 4.54M Class B shares

Arrington XRP Capital Fund, LP reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Arrington XRP Capital Fund, LP reported disposition transactions in this Form 4 filing. Arrington XRP Capital Fund, LP and Arrington Capital Management, LLC, each identified as a ten percent owner, reported forfeiting 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants for cancellation and no consideration immediately before the Company Merger Effective Time. At the October 9, 2026 business-combination closing, 3,335,328 Class B ordinary shares and 84,653 warrants automatically converted into Pubco securities. The reporting person no longer beneficially owns securities of Armada Acquisition Corp. II.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Arrington XRP Capital Fund, LP, Arrington Capital Management, LLC

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1	4,544,672	--	--
Other	Warrants F1	115,347	--	--
Other	Class B Ordinary Shares F2	3,335,328	--	--
Other	Warrants F2	84,653	--	--
Disposition	Class A Ordinary Shares F1	230,694	--	--
Disposition	Class A Ordinary Shares F2	169,306	--	--

Holdings After Transaction: Class B Ordinary Shares — 0 contracts (Direct); Warrants — 0 contracts (Direct); Class A Ordinary Shares — 0 shares (Direct)

Footnotes (2)

1. F1. Immediately prior to the Company Merger Effective Time as defined in the Business Combination Agreement dated October 19, 2025 (as amended on August 12, 2026, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among the Issuer, Evernorth Holdings Inc. ("Pubco") and the other parties thereto, the Reporting Person forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants of the Issuer for cancellation and for no consideration pursuant to the Sponsor Support Agreement, dated October 19, 2025 (as amended on August 12, 2026, the "Sponsor Support Agreement"), based on an adjustment factor as provided therein.
2. F2. On October 9, 2026, in connection with the closing of the Business Combination, (i) each outstanding Class A ordinary share of the Issuer automatically converted into one share of Class A common stock of Pubco, (ii) each outstanding Class B ordinary share of the Issuer automatically converted into one Class A ordinary share of the Issuer, which in turn automatically converted into one share of Class A common stock of Pubco, and (iii) each outstanding warrant of the Issuer automatically converted to one warrant to purchase one share of Class A common stock of Pubco. As a result, Reporting Person no longer beneficially owns any securities of the Issuer.

Key Figures

Class A ordinary shares forfeited: 230,694 shares Class B ordinary shares forfeited: 4,544,672 shares Warrants forfeited: 115,347 warrants +2 more

5 metrics

Class A ordinary shares forfeited 230,694 shares For cancellation and no consideration immediately before the Company Merger Effective Time

Class B ordinary shares forfeited 4,544,672 shares For cancellation and no consideration immediately before the Company Merger Effective Time

Warrants forfeited 115,347 warrants For cancellation and no consideration immediately before the Company Merger Effective Time

Class B ordinary shares converted 3,335,328 shares In connection with the October 9, 2026 business-combination closing

Warrants converted 84,653 warrants In connection with the October 9, 2026 business-combination closing

Key Terms

Company Merger Effective Time, Sponsor Support Agreement, beneficially owns

3 terms

Company Merger Effective Time technical

"Immediately prior to the Company Merger Effective Time"

Sponsor Support Agreement financial

"pursuant to the Sponsor Support Agreement"

beneficially owns financial

"no longer beneficially owns any securities of the Issuer"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

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

How did XRPN shares and warrants convert in the business combination?

On October 9, 2026, each outstanding Class A ordinary share of Armada Acquisition Corp. II automatically converted into one share of Class A common stock of Evernorth Holdings Inc. (Pubco). Each outstanding Class B ordinary share converted into one Armada Class A ordinary share and then one Pubco Class A common share; each outstanding warrant converted into a warrant to purchase one Pubco Class A common share.

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

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Available on EDGAR 10/13/2026 - 06:24 PM EDT Accepted by SEC EDGAR 10/13/2026 - 06:24 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [ XRPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	10/09/2026		D(1)		230,694	D	(1)	169,306	D
Class A Ordinary Shares	10/09/2026		D(2)		169,306	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	10/09/2026		J			4,544,672(1)	(1)	(1)	Class A Ordinary Shares	4,544,672	(1)	3,335,328	D
Warrants	(1)	10/09/2026		J			115,347(1)	(1)	(1)	Class A Ordinary Shares	115,347	(1)	84,653	D
Class B Ordinary Shares	(2)	10/09/2026		J			3,335,328(2)	(2)	(2)	Class A Ordinary Shares	3,335,328	(2)	0	D
Warrants	(2)	10/09/2026		J			84,653(2)	(2)	(2)	Class A Ordinary Shares	84,653	(2)	0	D

1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Arrington Capital Management, LLC

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the Company Merger Effective Time as defined in the Business Combination Agreement dated October 19, 2025 (as amended on August 12, 2026, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among the Issuer, Evernorth Holdings Inc. ("Pubco") and the other parties thereto, the Reporting Person forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants of the Issuer for cancellation and for no consideration pursuant to the Sponsor Support Agreement, dated October 19, 2025 (as amended on August 12, 2026, the "Sponsor Support Agreement"), based on an adjustment factor as provided therein.

2. On October 9, 2026, in connection with the closing of the Business Combination, (i) each outstanding Class A ordinary share of the Issuer automatically converted into one share of Class A common stock of Pubco, (ii) each outstanding Class B ordinary share of the Issuer automatically converted into one Class A ordinary share of the Issuer, which in turn automatically converted into one share of Class A common stock of Pubco, and (iii) each outstanding warrant of the Issuer automatically converted to one warrant to purchase one share of Class A common stock of Pubco. As a result, Reporting Person no longer beneficially owns any securities of the Issuer.

	Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner	10/13/2026
	Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member	10/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)