Armada Acquisition Corp. II filed a DEFM14A on August 27, 2026 for an extraordinary general meeting to approve the business combination with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC and Ripple Labs Inc.
The proxy covers the Business Combination Agreement dated October 19, 2025 and Amendment No. 1 executed August 12, 2026, which revised pricing mechanics for contributor, advance funding, delayed funding and Series C subscriptions to apply a closing-date adjustment factor if the Closing XRP Price is below the Signing XRP Price of $2.36609.
34,499,992 Pubco Class A shares and 11,499,992 Pubco warrants are registered. Sponsor Arrington XRP Capital Fund LP will forfeit 400,000 SPAC Class A shares, 7,880,000 Class B shares and 200,000 private placement warrants (each multiplied by the Adjustment Factor) immediately prior to the Company Merger Effective Time.
Advance Funding Subscribers commit $214.05 million cash plus 600,000 XRP tokens. Delayed Funding Subscribers commit $10.5 million cash plus 200,000 XRP tokens. The Series C Subscription Agreement with the Sponsor covers 211,319,096.061435 XRP tokens.
Underwriters agreed to reimburse $2.3 million of IPO expenses at closing, reduced by $0.10 per redeemed SPAC Class A share. Pubco may issue Class A, Class B and Class C common stock with differing voting and economic rights; Class C shares convert to Class A at holder election.
The SPAC Domestication to Delaware and the dual mergers (Company Merger and SPAC Merger) are scheduled to close after shareholder approval, with Pubco becoming the publicly traded successor.
Pulse Impact
- Previous Pulse: 91
- New Pulse: 95
- Change: +4
- Driver: A vote package is on file. That is late-stage, so Pulse stepped up.
Armada Acquisition Corp. II Form DEFM14A (2026-08-27)
Not investment advice. Facts taken from the company’s Form DEFM14A.