Armada Acquisition Corp. II (XRPNU) is named in a Form 25 notification concerning removal from listing and registration of its Class A ordinary shares, warrants and units. Nasdaq Stock Market LLC states that it complied with its rules to strike the securities from listing and/or withdraw their registration.
Armada Acquisition Corp. II (XRPNU), identified in the Form 15 as Arrington Capital SPAC I Inc. (formerly Armada Acquisition Corp. II), filed a certification and notice of termination of registration under Section 12(g). The notice covers its units, Class A ordinary shares and redeemable warrants, and lists no other classes for which a reporting duty remains. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant; each whole warrant is exercisable for one Class A ordinary share at $11.50 per share. The certification was signed by Asheesh Birla, President, Secretary and Director.
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.
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.
Armada Acquisition Corp. II (XRPN) is associated with a Form 25 concerning the removal from Nasdaq listing and/or registration of its Class A ordinary shares, warrants and units. Nasdaq's notice includes statements about striking the securities from listing and issuer voluntary withdrawal under separate Exchange rule provisions.
Armada Acquisition Corp. II amended its warrant agreement on October 5, 2026, to conform it to the description in the IPO prospectus. Under the amended terms, warrants become exercisable on the later of the first date the company completes a business combination and the date 12 months from the closing of the public offering. Warrants held through The Depository Trust Company must also be properly delivered under its procedures.
Armada Acquisition Corp. II shareholders approved proposals for a business combination with Evernorth Holdings Inc., Ripple Labs Inc. and the other parties to the agreement, the SPAC merger, and the company’s domestication from a Cayman Islands exempted company to a Delaware corporation to be named Arrington Capital SPAC I Inc. The business combination proposal received 20,514,034 votes for and 1,362,081 against; the merger proposal received 20,514,597 votes for and 1,362,089 against.
Only Class B holders could vote on domestication; that proposal received 7,880,000 votes for and none against or abstaining. Shareholders also approved two sets of organizational-document proposals on a non-binding advisory basis. At the September 30, 2026 meeting, 21,877,045 shares were represented, approximately 69% of shares entitled to vote. The adjournment proposal was not presented because sufficient votes were present to approve the other proposals.
Armada Acquisition Corp. II (XRPN) reported that Evernorth Holdings Inc. (“Pubco”) entered into a note purchase agreement with NH Investment & Securities Co., as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3. Under this agreement, Pubco agreed to issue $30.0 million aggregate principal amount of 4.00% Convertible Senior PIK Notes due 2031, with closing conditioned upon and expected to occur concurrently with the closing of their previously announced business combination.
The business combination among Armada Acquisition Corp. II, Pubco, Pathfinder Digital Assets LLC, Ripple Labs Inc. and related parties is expected to close in the fourth quarter of 2026. Pubco’s registration statement on Form S-4 for the proposed transactions was declared effective on August 27, 2026, and a definitive proxy statement/prospectus was mailed to Armada shareholders of record as of August 20, 2026 for voting on the business combination and related matters.
Armada Acquisition Corp. II (XRPN) is asking shareholders to approve a business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc. via a new Nevada holding company, Evernorth Holdings Inc. Pubco is registering up to 34,499,992 shares of Class A common stock and 11,499,992 warrants in connection with the transaction.
The structure includes a Cayman‑to‑Delaware SPAC Domestication, dual mergers (SPAC Merger and Company Merger), and multiple PIPE-style financings funded with cash and XRP tokens. Ripple has contributed significant XRP and several investor groups are subscribing for Pubco shares, some subject to ownership caps and multi‑class stock allocations (Class A and non‑voting economic Class C).
Assuming no redemptions and specified XRP and SPAC share prices, Public Shareholders are expected to own about 48.5% of Pubco Class A, with the Advance Funding Subscribers 20.0%, Sponsor 19.9%, Ripple 7.1%, Delayed Funding Subscribers 1.0% and a Contributor Related Party Entity 2.8%. The SPAC board unanimously recommends voting “FOR” all proposals, supported by a fairness opinion on the exchange ratio. Shareholders may redeem Public Shares for cash (estimated $10.52 per share as of August 20, 2026) subject to procedural limits and a 20% cap per group.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of Class A common stock of Armada Acquisition Corp. II. Through funds and managed accounts it advises, Meteora Capital reports beneficial ownership of 1,985,659 shares, representing 8.37% of the outstanding Class A common stock as of the reporting date.
The reporting persons have no sole voting or dispositive power over these shares; all 1,985,659 shares are subject to shared voting and shared dispositive power. The statement specifies that it should not be construed as an admission that any reporting person is the beneficial owner for all purposes.