Armada II

The confidential S-4 submission signals continued execution of the Business Combination Agreement and establishes a quarterly timeline for when shareholders will receive the preliminary Proxy Statement/Prospectus and exercise formal redemption rights. According to the November 13, 2025 press release issued by Evernorth Holdings Inc., the combined entity plans to operate as a publicly traded digital asset treasury designed to grow its XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities. Evernorth Chief Executive Officer Asheesh Birla stated that the resulting company has raised over $1 billion in gross proceeds to become the largest public XRP treasury on Nasdaq. These strategic claims and gross proceeds disclosures indicate significant off-exchange capital deployment that will dictate post-closing dilution, balance sheet composition, and operational scale, without altering the existing $10.49 trust baseline or the November 22, 2026 redemption framework.

Investors tracking XRPN should note that the Draft Form S-4 submission initiates the formal SEC review cycle for the definitive Proxy Statement/Prospectus, effectively setting the procedural timeline for shareholder voting and potential redemptions prior to the 2026-11-22 deadline. According to the press release, the resulting new company has raised over $1 billion in gross proceeds to create the largest public XRP treasury company on Nasdaq, a figure that establishes the baseline for post-combination capitalization and directly influences per-share XRP allocation expectations. According to Evernorth Chief Executive Officer Asheesh Birla, the combined company intends to actively grow its XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities rather than passively holding assets like traditional ETFs. According to Armada II’s leadership disclosures, Taryn Naidu serves as Chief Executive Officer, Kyle Horton as Chief Financial Officer, and Michael Arrington serves as Chairman alongside board members Richard Danis, Lindy Key, and Ronald Palmeri. These strategic commitments, personnel roles, and the disclosed $1 billion capital raise shape the anticipated post-transaction capital stack, warrant exercise economics (at the documented $0.0001 par value and $11.50 strike), and operational runway for managing the XRP portfolio, while the repeated forward-looking risk warnings regarding XRP price volatility, regulatory shifts, and shell company classification mandate continuous monitoring of redemption behavior and sponsor execution capacity.

According to the filing, the combined company aims to become a publicly traded digital asset treasury designed to grow XRP per share through DeFi yield strategies, institutional and retail adoption, and ecosystem participation. The documents attribute forward-looking claims about building the world’s leading institutional XRP treasury and taking XRP’s presence in capital markets to the next level to SPAC and Pubco management. The press release attributes the continued accumulation strategy to Evernorth. The filing’s Risk Factors section, authored by SPAC and Pubco, warns that redemption levels may reduce public float and liquidity, notes XRP price volatility and correlation risks, flags potential SEC or exchange classifications as a shell company, and identifies regulatory changes affecting digital assets as material threats to completing the private placements or maintaining Nasdaq listing standards. These disclosures directly inform shareholder calculus on whether to redeem against the trust, remain invested, or evaluate the sponsor and Ripple-affiliated capital structure ahead of the proxy vote.

Investors tracking deal progress and sponsor conduct should note that financing relies heavily on crypto assets rather than traditional equity. Arrington XRP Capital Fund, LP (the Sponsor) agreed to contribute 211,319,096.061435 XRP tokens; an affiliate of Ripple agreed to contribute 50 million XRP tokens; and Ripple separately agreed to contribute 126,791,458 XRP tokens for Company Units. Institutional and accredited investors committed $214.05 million in cash plus 600,000 XRP tokens. Taryn Naidu executed the filing as Chief Executive Officer. Evernorth states its strategy is to build an institutional-grade XRP treasury, actively grow XRP per share through DeFi yield strategies and capital markets activities, and position itself as the leading institutional vehicle for XRP. Because the public trust remains at $10.49 per share and redemptions trigger at that fixed amount, the heavy XRP allocation introduces direct price-correlation risk to the combined entity’s balance sheet without altering statutory conversion mechanics or extending the deadline.

This communication structurally advances the transaction toward a binding shareholder vote and trading transition, directly framing the execution environment for the approved business combination. Strategically, Taryn Naidu, SPAC’s Chief Executive Officer, along with Pubco and its directors and executive officers, project “the building of the world’s leading institutional XRP treasury,” aiming to position the combined entity as “the leading institutional vehicle for XRP” while deploying DeFi yield strategies. These forward-looking assertions introduce concentrated exposure to digital asset volatility, as SPAC and Pubco expressly caution that correlation between XRP’s price and Pubco’s securities may fluctuate, and that shifts in U.S. or foreign digital asset regulations could impair operations. The parties anticipate completing investments from “certain institutional investors” and funding additional capital via Private Placement Transactions, though they simultaneously warn of risks related to shell company reclassification, litigation outcomes, and potential disruption from announcement-related operational changes. All strategic projections, financial expectations, and risk disclosures are attributed exclusively to SPAC, Pubco, Taryn Naidu, and their respective directors and executive officers as named participants in the proxy solicitation.

Following the mechanical update, the attached press release details Evernorth’s stated objective to become "the world’s leading institutional XRP digital asset treasury company." According to the Company's announcement, the transaction "will result in a new company that has raised over $1 billion in gross proceeds to fund open-market purchases of XRP." Pubco further claims it intends to distinguish itself from traditional ETFs by actively growing XRP per share through "a mix of institutional and DeFi yield strategies, ecosystem participation, and capital markets activities." Arrington Capital Chairman Michael Arrington referenced operational contributors including "Hidden Road, GTreasury, Rail and Standard Custody," while noting that "Rippleworks’ investment in this PIPE transaction will be done through the Arrington XRP Capital Fund, LP." The filing simultaneously warns investors that high redemption levels could diminish public float and liquidity, highlights volatility risks linking XRP prices to equity value, flags potential SEC or exchange "shell company" classification hurdles, and cautions against relying solely on forward-looking statements before reviewing the upcoming Form S-4 Proxy Statement/Prospectus.

The ticker redesign signals that the combined entity will transition to operating as a publicly traded digital asset treasury, which will likely shift trading volume, analyst coverage, and investor demographics away from traditional SPAC participants. As detailed in the press release, Evernorth intends to utilize over $1 billion in gross proceeds specifically to fund open-market purchases of XRP. The same source attributes to management a strategy to actively grow the company's XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities, distinguishing it from passive ETF structures. The press release also discloses that Rippleworks' concurrent PIPE investment will execute through the Arrington XRP Capital Fund, LP, and names Michael Arrington as chairman of the board and Taryn Naidu as chief executive officer. Forward-looking statements in the filing warn of risks including XRP price volatility, potential 'shell company' designation by regulators or exchanges, and the necessity of obtaining shareholder approval. Because precise redemption ratios, trust account handling, and definitive offering terms remain undetermined, investors should await the forthcoming S-4 registration statement and proxy statement/prospectus for binding mechanical disclosures before making redemption or voting decisions.

Beyond procedural mechanics, the filing attributes strategic claims to SPAC and Pubco, stating forward-looking expectations regarding 'the building of the world’s leading institutional XRP treasury,' 'execute DeFi yield strategies,' and 'drive institutional adoption of XRP.' The document identifies Taryn Naidu as SPAC’s Chief Executive Officer and lists Ripple Labs Inc. as a signatory to the agreement, indicating direct ecosystem partnership alignment. It further notes that securities to be issued 'have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption,' and reiterates that 'NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS.' Shareholders are advised to await the definitive proxy statement before voting or electing to redeem, as these upcoming filings will contain the comprehensive terms governing the transaction timeline and trust mechanics.

This is a high-profile SPAC deal creating the largest public XRP treasury. Investors should note the XRP-centric business model, the significant PIPE and in-kind XRP commitments, and the potential for high volatility linked to XRP price. Redemption risk exists if SPAC shareholders choose to redeem, reducing available cash. The sponsor forfeits a portion of its founder shares as part of the deal terms. The deal has a one-year outside date from signing (October 2026).

This is a novel SPAC merger creating a publicly traded XRP treasury, backed by Ripple and major crypto investors, with over $1 billion in committed capital. The trust of approximately $10.49/share provides a clear floor for shareholders who redeem; redemptions reduce the XRP that will be purchased at close. The XRP price-linked adjustment mechanism for advance funders creates a complex incentive. The sponsor forfeitures are a material concession. The 9.9% Ripple voting power cap and 19.9% Series C investor cap are distinctive governance features. The $5,000,001 tangible net assets condition is routine. The lack of a termination fee reduces SPAC's leverage.

Per the Form 4, the complete liquidation leaves the named principal executive officer with a zero-share position following the sale. For investors tracking redemption windows, trust value preservation, and sponsor conduct, the filing documents a total withdrawal of founder/officer equity exposure, which may affect shareholder calculus ahead of the announced business combination.

The complete liquidation of a chief executive officer’s equity stake reduces personal financial alignment with remaining public shareholders ahead of any redemption window or business combination vote. Because Mr. Herbert reported the disposition directly in this regulatory exhibit, investors can verify the shift in sponsor conduct and the removal of his residual exposure to trust account fluctuations or merger outcomes without extrapolation.

The biographical disclosures supplied by the registrant indicate the new sponsor manages a web3 multi-strategy hedge fund and that multiple incoming directors and officers previously led financing rounds and executed deSPAC public listings for entities including Rigetti Computing, Inc., Rightside Group Ltd., and System1, Inc. According to the press release attached as Exhibit 99.1, the incoming leadership characterizes the sponsor swap as positioning the franchise for future business combination opportunities. Because this filing solely effectuates the equity transfer and governance reset without amending the trust account terms, triggering redemption windows, or proposing a formal timeline extension, shareholder liquidity options and pro forma dilution remain controlled by the original prospectus unless a subsequent Schedule 14A proxy or definitive acquisition agreement is filed.

The complete transfer of sponsor equity and simultaneous board/executive turnover cedes operational and strategic authority to the Acquiror without a shareholder referendum, introducing variability around the execution pace, target alignment, and survival probability of the announced merger ahead of the November 22, 2026 deadline. Investors should track whether the incoming directors’ combined experience in decentralized finance, fintech compliance, and corporate governance materially alters prior acquisition negotiations or introduces new fiduciary parameters. The filing does not amend the corporate charter, revise trust account disbursement protocols, or propose extension mechanisms, meaning default early-termination and redemption triggers remain unchanged. Shareholders should await subsequent periodic reports or amendment filings to determine if the management shift accelerates a deSPAC transaction, pauses due diligence, or alters sponsor-related expense structures beyond the terminating $12,000 monthly administrative fee.

The acquisition of sponsor equity transfers company control, mandating a Form 14f-1 information statement to shareholders detailing board turnover per Section 6.3. The agreement provisions anticipate immediate officer and director resignations, with Stephen P. Herbert and Douglas M. Lurio designated to advise a new Chief Executive Officer appointed at closing. It further requires changing the corporate name and Nasdaq listing tickers from AACIU, AACI, and AACIW to new symbols dictated by the Acquiror. While the warrant exercise price remains fixed at $11.50 per share and the trust capital floor holds at $232,982,672.70, public investors face a full governance transition, anticipated ticker/name changes, and a strict September 15, 2025 closing deadline followed by the statutory 14f-1 waiting period before new leadership officially takes office.

This filing establishes the precise trust value ($10.05 per share) available for shareholder redemptions, locks in the 18-month merger deadline, confirms a $9,200,000 deferred underwriting commission contingent on deal closure, and details the Sponsor’s economic alignment through the allocation of approximately 2.4 million founder shares to non-managing investors participating in the private placement. It also clarifies that interest earned on the trust account can be withdrawn solely to pay taxes, protecting the principal for business combinations or liquidations.

This filing establishes the trust value per public share at approximately $10.05, the redemption deadline, and the sponsor's lock-up and voting commitments. Investors can now track the trust value, monitor for extension votes, and assess progress toward a business combination. The sponsor's low-cost founder shares create potential dilution risk.

Establishes the redemption mechanics, trust value per share, liquidation deadline, sponsor economics and potential dilution. Investors can evaluate the SPAC's terms and the sponsor's incentives to complete a deal.

This filing finalizes the contractual framework for the IPO, including the trust mechanics, the 18-month deadline, and the sponsor's expense arrangements. Investors should note that the trust will hold at least $201,000,000 (equivalent to $10.05 per public unit at 20,000,000 units, though this is a gross figure before underwriting discounts and expenses; the trust/share is $10.49 per the status line) and that the deadline is 18 months post-closing. The underwriter purchasers have waived their redemption rights, meaning they will not seek redemptions that could deplete the trust. The sponsor's monthly administrative fee of $12,000 will be paid from funds outside the trust, preserving trust value for public shareholders.

The filing provides current financials and material updates ahead of the planned IPO. The going concern warning (working capital deficiency) and the change in auditor are significant for investors evaluating the SPAC's viability. The disclosure on the prior SPAC's (Rezolve) performance provides context on management's track record, though the stock's $2.43 price is a material data point for evaluating past execution. The filing also contains detailed risk factors addressing recent SEC rules on SPACs and Investment Company Act risks, which are crucial for assessing regulatory exposure.

This filing advances the deal’s regulatory clearance pipeline by demonstrating compliance with sponsor-related party transaction transparency rules ahead of the stated November 22, 2026 redemption deadline. Clarifying how the 400,000-unit private placement is split between the Sponsor and outside investors helps investors assess capitalization structure, potential conflicts of interest, and alignment of interests, though the Registrant did not announce adjustments to trust value, extension mechanisms, or target business operations in this submission.

Sponsor transparency directly governs capital deployment timing and merger execution certainty. Until Armada files the required amendment clarifying the complete beneficial ownership and economic interests behind the Sponsor’s 400,000-unit private placement allocation—including how the 300,000 units passively held by non-managing members affect control or economics—the SEC will likely withhold effectiveness declarations or deny acceleration motions. This procedural hold maintains investor redemption rights at the current $10.49 per share level without forcing a transaction, effectively freezing deal progress until the regulatory team receives and accepts the requested related-party disclosures.

This S-1 establishes the terms and structure of a new SPAC IPO, including trust mechanics, redemption rights, dilution from founder shares, and the 18-month deadline. Investors should evaluate the sponsor's track record (prior SPAC completed with Rezolve), the $10.05 trust value, and the lack of a specified maximum redemption threshold.

These revisions target core deal mechanics and investor protections ahead of the combination. Scrutiny over working capital distributions affects how much cash remains available for redemption payouts and operational runway. Expanded disclosure on financing needs for the Rezolve AI Limited transaction clarifies capital sourcing, which influences valuation and dilution expectations for investors tracking the trust. Adjustments to fiduciary duty language address potential conflicts of interest among directors and officers, signaling regulatory focus on sponsor conduct and alignment with public shareholders during the redemption and approval phases.

What changed: Quarterly Report on Form 10-Q for Armada Acquisition Corp. II for the period ended March 31, 2026, filed May 13, 2026. Net income of $1,131,313 for the three months ended March 31, 2026 (vs. net loss of $706 in the prior year period) and $527,553 for the six months ended March 31, 2026 (vs. net loss of $46,490 in the prior year period). Trust account value increased to $239,035,116 ($10.39 per share) from $234,628,166 ($10.20 per share). Operating expenses rose to $3,879,397 for the six months due to deal-related costs. Cash decreased to $88,640; working capital deficit of $4,785,579. The company reiterates the Business Combination Agreement with Ripple Labs Inc. (signed October 19, 2025) and details PIPE subscriptions: $214.05 million cash + 600,000 XRP tokens (advance), $10.5 million cash + 200,000 XRP tokens (delayed), 211,319,096 XRP tokens from sponsor (Series C), and 50 million XRP tokens from Ripple affiliates. Sponsor forfeitures of 120,000 Class A shares, 2,364,000 Class B shares, and 60,000 private placement warrants upon closing. Going concern disclosure with deadline of November 22, 2026. No material subsequent events. Why it matters: Provides updated financial condition and progress toward the announced business combination with Ripple Labs. Trust per share has increased to $10.39, above the IPO trust value. The company is burning cash for deal expenses and has a going concern warning. The PIPE commitments are significant and tied to XRP token values. The filing confirms the deal structure, sponsor forfeitures, and lock-up agreements.

What changed: Routine compliance exhibit: Amended Schedule 13G beneficial ownership report. According to the provided excerpt, the filing identifies only the accession number [0001905106-26-000061] and names Meteora Capital, LLC as the reporting holder. No share quantities, ownership percentages, effective dates, or voting/investment power adjustments are disclosed in the text. Why it matters: Beneficial ownership amendments track institutional positioning ahead of SPAC merger consummation and redemption periods. Because this excerpt contains no numerical thresholds, amendment triggers, or statements regarding deal timeline, trust liquidation, or extension discussions, it does not currently signal altered redemption dynamics, new deadline pressure, or shifts in sponsor or investor conduct. Investors must review the complete filing to determine whether Meteora Capital, LLC modified its stake or investment intent relative to prior Schedule 13G submissions.

What changed: A Joint Filing Statement pursuant to Rule 13D-1(K)(1) attached to a Schedule 13G/A, wherein Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah consent to the joint filing of beneficial ownership reports regarding shares of Armada Acquisition Corp. II. The named parties formally agreed under Rule 13d-1(k)(1)(iii) to incorporate this Joint Filing Statement into their existing Schedule 13G, establishing a mechanism to submit consolidated amendments without disclosing updated share quantities, acquisition costs, or shifts in beneficial ownership percentages. Why it matters: Regarding SPAC mechanics, Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah made no statements altering redemption deadlines, trust value distributions, extension proposals, business combination progression, or sponsor behavior. Regarding other substantive claims, the same parties made zero assertions concerning customer contracts, revenue streams, market size, corporate strategy, proprietary technology, commercial partnerships, active litigation, or executive personnel movements. The document functions strictly as a routine compliance exhibit that permits aggregated SEC disclosures and may be terminated by mutual written notice, carrying no material impact on holder economics or structural timelines.

What changed: A Joint Filing Agreement (Exhibit A) annexed to a Schedule 13G/A beneficial ownership report, constituting a routine compliance exhibit filed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The agreement records that eight reporting persons—Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr.—mutually agree to file the Statement on Schedule 13G regarding shares of Armada Acquisition Corp. II, along with any amendments, on behalf of all undersigned entities. Mr. Fortmiller, executing in his capacity as Managing Member for each vehicle, signs the arrangement on February 13, 2026. The document contains no disclosures, adjustments, or projections bearing on redemption deadlines, trust value, extension timelines, deal progress, or sponsor conduct. It cites SEC Docket Number [0001193125-26-051868]. Why it matters: By grouping multiple Harraden Circle affiliates and their controlling individual into a single joint reporting unit, the agreement centralizes regulatory submission responsibilities without modifying underlying voting thresholds, economic interests, or the SPAC’s merger calendar. As a standardized procedural exhibit, it does not alter investor redemption pathways, trust account accounting, closing conditions, or sponsor governance practices. The filing discloses no commercial metrics, customer concentrations, revenue figures, market size estimates, strategic roadmaps, technology assertions, partnership structures, litigation positions, or personnel actions beyond the enumerated signatory authorities and execution date.

What changed: Quarterly Report on Form 10-Q for the period ended December 31, 2025. Trust account increased to $236,930,055 (from $234,628,166) with interest of $2,301,889, raising redemption value per Class A share from $10.20 to $10.30. The company signed a Business Combination Agreement on October 19, 2025 with Evernorth Holdings Inc., Pathfinder Digital Assets LLC, and Ripple Labs Inc. Subscription agreements were executed for aggregate PIPE commitments of $224.55 million in cash plus 262,119,096 XRP tokens. The sponsor was replaced on August 28, 2025: Arrington XRP Capital Fund, LP became the new sponsor, purchasing 7,880,000 Class B shares, 400,000 Class A shares, and 200,000 private placement warrants for $6.6 million. The former board and officers resigned; new directors and officers were appointed. The company reported a net loss of $603,760 for the quarter and a working capital deficit of $3,812,654. Management expressed substantial doubt about going concern if the business combination is not completed by November 22, 2026. Why it matters: The filing confirms the de-SPAC deal is progressing with a binding business combination agreement and substantial PIPE subscriptions, including XRP tokens. Trust value per share rose to $10.30, above the IPO trust value of $10.05. The sponsor change to a crypto-focused fund (Arrington XRP Capital) aligns the SPAC with digital asset focus. However, the company has a working capital deficit and a going concern warning, highlighting the need to close the deal by the November 2026 deadline. The forfeiture of 120,000 Class A shares, 2,364,000 Class B shares, and 60,000 warrants by the sponsor at closing indicates sponsor commitment.

What changed: SEC Schedule 13G beneficial ownership report filed by Meteora Capital, LLC. The filing identifies Meteora Capital, LLC as the reporting party. The provided excerpt contains no share counts, ownership percentages, acquisition dates, or monetary values. It does not adjust redemption windows, trust account balances, extension mechanisms, merger execution steps, or sponsor oversight protocols. Why it matters: A Schedule 13G legally discloses beneficial ownership exceeding five percent, but Meteora Capital, LLC submitted no positional data, cost basis, or control declarations in this excerpt. Without disclosed share volumes or pricing, investors cannot measure potential redemption liquidity drains, voting influence on a business combination, or alignment with sponsor strategy. The document functions exclusively as a statutory ownership marker rather than a catalyst for transaction mechanics or valuation changes.

What changed: 10-K (Annual Report) for fiscal year ended September 30, 2025. The 10-K discloses (a) a change of control on August 28, 2025, when Arrington XRP Capital Fund, LP replaced Armada Sponsor II LLC as sponsor after purchasing all founder shares, Class A shares and private warrants for $6.6M; (b) new management and board appointments; and (c) the entry on October 19, 2025 (subsequent event) into a Business Combination Agreement with Evernorth Holdings, Pathfinder Digital Assets and Ripple Labs, under which PubCo will become publicly traded, with PIPE subscriptions totaling ~$214M cash plus 600,000 XRP tokens (advance funding) and additional XRP contributions from the sponsor and Ripple affiliates. The trust account stood at $234.6M ($10.20 per share) as of September 30, 2025. Why it matters: The sponsor change and signed business combination represent a definitive pivot from a general FinTech/SaaS/AI search to a specific XRP/digital-asset-focused de-SPAC. The transaction structure creates significant sponsor incentives (founder shares bought for ~$0.33 per share) and exposes public shareholders to digital asset volatility and regulatory risk. The trust's $10.20 per-share value sets a clear redemption baseline ahead of the November 22, 2026 deadline. The filing also notes substantial doubt about going concern if the deal fails.

What changed: Form 8-K Current Report furnishing a press release under Item 7.01 (Regulation FD Disclosure) announcing the confidential submission of a draft Registration Statement on Form S-4 to the SEC. Deal progress advanced to the confidential SEC filing phase for the draft Form S-4, with a revised expected business combination closing window set to Q1 2026, subject to customary conditions and Armada II shareholder approval. No amendments were disclosed to the $10.49 per-share trust account value, the November 22, 2026 liquidation/redemption deadline, or any existing extension provisions. The accompanying press release reiterates standard risk factors noting that public shareholder redemptions may reduce the public float and trading liquidity of the securities. Why it matters: The confidential S-4 submission signals continued execution of the Business Combination Agreement and establishes a quarterly timeline for when shareholders will receive the preliminary Proxy Statement/Prospectus and exercise formal redemption rights. According to the November 13, 2025 press release issued by Evernorth Holdings Inc., the combined entity plans to operate as a publicly traded digital asset treasury designed to grow its XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities. Evernorth Chief Executive Officer Asheesh Birla stated that the resulting company has raised over $1 billion in gross proceeds to become the largest public XRP treasury on Nasdaq. These strategic claims and gross proceeds disclosures indicate significant off-exchange capital deployment that will dictate post-closing dilution, balance sheet composition, and operational scale, without altering the existing $10.49 trust baseline or the November 22, 2026 redemption framework.

What changed: A Form 8-K written communication pursuant to Rule 425, which functions as a current report containing a Regulation FD Disclosure item and attaches Exhibit 99.1, a press release from Evernorth Holdings Inc. announcing the confidential submission of a draft registration statement on Form S-4 to the SEC for a proposed business combination with Armada Acquisition Corp. II. According to the press release attached as Exhibit 99.1, Evernorth Holdings Inc. confidentially submitted a draft Form S-4 to the SEC on November 13, 2025. The filing advances deal progress toward the previously announced October 20, 2025 transaction, stating that completion is expected to close in Q1 2026, subject to customary closing conditions and Armada II shareholder approval. The warrant exercise price remains set at $11.50 per share, the redemption deadline remains fixed at 2026-11-22, and no extensions or amendments to redemption mechanics are reported. According to the ‘About Arrington Capital’ section, Arrington XRP Capital Fund, LP, co-founded in 2017, continues as the SPAC sponsor. The registrant explicitly reiterates that redemptions by public shareholders may reduce the public float, trading liquidity, or affect listing maintenance, preserving existing redemption pathways without modification. Why it matters: Investors tracking XRPN should note that the Draft Form S-4 submission initiates the formal SEC review cycle for the definitive Proxy Statement/Prospectus, effectively setting the procedural timeline for shareholder voting and potential redemptions prior to the 2026-11-22 deadline. According to the press release, the resulting new company has raised over $1 billion in gross proceeds to create the largest public XRP treasury company on Nasdaq, a figure that establishes the baseline for post-combination capitalization and directly influences per-share XRP allocation expectations. According to Evernorth Chief Executive Officer Asheesh Birla, the combined company intends to actively grow its XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities rather than passively holding assets like traditional ETFs. According to Armada II’s leadership disclosures, Taryn Naidu serves as Chief Executive Officer, Kyle Horton as Chief Financial Officer, and Michael Arrington serves as Chairman alongside board members Richard Danis, Lindy Key, and Ronald Palmeri. These strategic commitments, personnel roles, and the disclosed $1 billion capital raise shape the anticipated post-transaction capital stack, warrant exercise economics (at the documented $0.0001 par value and $11.50 strike), and operational runway for managing the XRP portfolio, while the repeated forward-looking risk warnings regarding XRP price volatility, regulatory shifts, and shell company classification mandate continuous monitoring of redemption behavior and sponsor execution capacity.