Armada Acquisition II fund forfeits 4.54M Class B shares

The reported changes include cancellations for no consideration and one-for-one conversions into Evernorth Holdings Inc. securities at the business-combination closing.

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Rhea-AI Filing Summary

Armada Acquisition Corp. II (XRPN) securities held by Arrington XRP Capital Fund, LP were reported as forfeited or converted in transactions reported by Jack Michael Arrington, a director and ten percent owner. Arrington, managing member of the fund’s general partner, has sole voting and dispositive power over the securities and disclaims beneficial ownership except to the extent of his pecuniary interest. On October 9, 2026, the fund forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants for cancellation and no consideration. At the business-combination closing, 3,335,328 Class B ordinary shares and 169,306 Class A ordinary shares converted into Evernorth Holdings Inc. (Pubco) Class A common stock; 84,653 warrants converted into Pubco warrants. Arrington no longer beneficially owns securities of the issuer.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider ARRINGTON JACK MICHAEL

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares ^{F1, F2}	4,544,672	--	--
Other	Warrants ^{F1, F2}	115,347	--	--
Other	Class B Ordinary Shares ^{F3, F2}	3,335,328	--	--
Other	Warrants ^{F3, F2}	84,653	--	--
Disposition	Class A Ordinary Shares ^{F1, F2}	230,694	--	--
Disposition	Class A Ordinary Shares ^{F3, F2}	169,306	--	--

Holdings After Transaction: Class B Ordinary Shares — 0 contracts (Indirect, See Footnote); Warrants — 0 contracts (Indirect, See Footnote); Class A Ordinary Shares — 0 shares (Indirect, See Footnote)

Footnotes (3)

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, Arrington XRP Capital Fund, LP 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.
F2. Represents securities held by Arrington XRP Capital Fund, LP, for which Arrington Capital Management, LLC is the general partner, for which the Reporting Person is the managing member. The Reporting Person exercises sole voting and dispositive power over these shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F3. 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 +3 more

6 metrics

Class A ordinary shares forfeited 230,694 shares Forfeited for cancellation on October 9, 2026

Class B ordinary shares forfeited 4,544,672 shares Forfeited for cancellation on October 9, 2026

Warrants forfeited 115,347 warrants Forfeited for cancellation on October 9, 2026

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

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

Class A ordinary shares converted 169,306 shares Converted in connection with the October 9, 2026 business-combination closing

Key Terms

Sponsor Support Agreement, Company Merger Effective Time, Business Combination Agreement

3 terms

Company Merger Effective Time technical

"Immediately prior to the Company Merger Effective Time"

Business Combination Agreement financial

"dated October 19, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

FAQ

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

How many Armada Acquisition Corp. II (XRPN) securities did Arrington XRP Capital Fund forfeit?

Arrington XRP Capital Fund forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants. The securities were forfeited for cancellation and for no consideration pursuant to the Sponsor Support Agreement.

What happened to Arrington XRP Capital Fund’s securities at the XRPN business-combination closing?

At closing, 3,335,328 Class B ordinary shares and 169,306 Class A ordinary shares converted into Pubco Class A common stock, while 84,653 warrants converted into Pubco warrants. Each Class B ordinary share first converted into one Class A ordinary share of the issuer and then 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 - 06:14 PM EDT Accepted by SEC EDGAR 10/13/2026 - 06:14 PM EDT

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

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 JACK MICHAEL

(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)

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	10/09/2026		D⁽¹⁾		230,694	D	⁽¹⁾	169,306	I	See Footnote⁽²⁾
Class A Ordinary Shares	10/09/2026		D⁽³⁾		169,306	D	⁽³⁾	0	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	I	See Footnote⁽²⁾
Warrants	⁽¹⁾	10/09/2026		J			115,347⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	115,347	⁽¹⁾	84,653	I	See Footnote⁽²⁾
Class B Ordinary Shares	⁽³⁾	10/09/2026		J			3,335,328⁽³⁾	⁽³⁾	⁽³⁾	Class A Ordinary Shares	3,335,328	⁽³⁾	0	I	See Footnote⁽²⁾
Warrants	⁽³⁾	10/09/2026		J			84,653⁽³⁾	⁽³⁾	⁽³⁾	Class A Ordinary Shares	84,653	⁽³⁾	0	I	See Footnote⁽²⁾

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, Arrington XRP Capital Fund, LP 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. Represents securities held by Arrington XRP Capital Fund, LP, for which Arrington Capital Management, LLC is the general partner, for which the Reporting Person is the managing member. The Reporting Person exercises sole voting and dispositive power over these shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. 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.

	/s/ Jack Michael Arrington	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR