{"success":true,"data":{"pressRelease":{"id":"158059","rtpr_id":"nPn2d68Jpa-20261001","ticker":"XRPN","exchange":"NASDAQ","all_tickers":["XRPN"],"title":"Shareholders Approve Evernorth Business Combination; Transaction and Related Private Placements Have Raised Over $1 Billion; Nasdaq Trading Under \"XRPN\" Expected to Begin on October 8","author":"PR Newswire","published_at":"2026-10-01T12:00:03.044Z","article_body":"Shareholders Approve Evernorth Business Combination; Transaction and Related Private Placements Have Raised Over $1 Billion; Nasdaq Trading Under \"XRPN\" Expected to Begin on October 8\nPR Newswire\n\nSAN FRANCISCO, Oct. 1, 2026\n\n * Armada II shareholders approved the business combination with Evernorth at the\nextraordinary general meeting on September 30, 2026\n * Transaction expected to raise approximately $300 million in gross cash\nproceeds\n * Investors have also contributed XRP in kind; at closing, Evernorth expected to\nbecome the largest publicly traded pure-play XRP treasury company, with\napproximately 473 million XRP\n * Investor support for transaction unwavering; 100% of advanced and delayed\nfunders participating\n * Business combination expected to close October 7, 2026, with trading on Nasdaq\nunder the ticker \"XRPN\" expected to begin October 8, 2026\nSAN FRANCISCO, Oct. 1, 2026 /PRNewswire/ -- Evernorth Holdings, Inc.\n(\"Evernorth\") and Armada Acquisition Corp. II (Nasdaq: XRPN) (\"Armada II\")\ntoday announced that Armada II shareholders approved the proposed business\ncombination between the two companies at Armada II's extraordinary general\nmeeting held on September 30, 2026. The business combination is expected to\nraise approximately $300 million in gross cash proceeds, including $225\nmillion from related private placements, $30 million of incremental\nconvertible note financing, and approximately $48 million of trust proceeds,\nbefore transaction expenses. Investors have also contributed XRP in kind. At\nclosing, Evernorth is expected to hold approximately 473 million XRP, which\nwould make it the largest\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=1047446317&u=https%3A%2F%2Fwww.coingecko.com%2Fen%2Ftreasuries%2Fxrp&a=largest)\n publicly traded pure-play XRP treasury company.\n\n\"Going public will offer investors a regulated, transparent way to own XRP\nexposure and participate in the growth of the blockchain economy,\" said\nAsheesh Birla, Founder and CEO of Evernorth. \"We're grateful to our\nshareholders for their support as we complete this important transaction.\"\n\nThe business combination is expected to close on October 7, 2026, subject to\nthe satisfaction or waiver of the remaining closing conditions. Investor\nsupport for the transaction remains unwavering, with 100% of both advanced and\ndelayed funders participating. Following the closing, the combined company\nwill operate as Evernorth Holdings, Inc., and its Class A common stock is\nexpected to begin trading on Nasdaq under the ticker symbol \"XRPN\" on October\n8, 2026. Evernorth's investors include Arrington Capital, SBI Group, Ripple,\nPantera Capital, Kraken and GSR, among others.\n\nAbout Evernorth\n\nFormed through a business combination (to be completed) between Evernorth and\nArmada II, a NASDAQ-listed special purpose acquisition company (the \"Business\nCombination\"), pursuant to a definitive business combination agreement (the\n\"Business Combination Agreement\"), Evernorth, at closing, will be a publicly\ntraded digital asset treasury that provides investors with exposure to XRP\nthrough a regulated, liquid, and transparent structure. Evernorth intends to\npursue strategies designed to grow its XRP per share over time through yield\nstrategies, ecosystem participation, and capital markets activities. To learn\nmore, please visit www.evernorth.xyz\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=3354051925&u=http%3A%2F%2Fwww.evernorth.xyz%2F&a=www.evernorth.xyz)\n.\n\nAbout Armada Acquisition Corp. II\n\nArmada II is a special purpose acquisition company sponsored by Arrington XRP\nCapital Fund, LP. Armada II was founded on October 3, 2024. Armada II is led\nby the following seasoned investors and industry executives: Taryn Naidu,\nChief Executive Officer, Michael Arrington, Chairman, Kyle Horton, Chief\nFinancial Officer and board members Michael Arrington, Taryn Naidu, Richard\nDanis, Lindy Key, and Ronald Palmeri. To learn more, visit\nwww.arringtoncapital.com/armada\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=1207654332&u=http%3A%2F%2Fwww.arringtoncapital.com%2Farmada&a=www.arringtoncapital.com%2Farmada)\n.\n\nAdditional Information and Where to Find It\n\nEvernorth filed with the U.S. Securities and Exchange Commission (the \"SEC\") a\nregistration statement on Form S-4 (the \"Registration Statement\"), which has\nbeen declared effective, in connection with the proposed business combination\n(the \"Business Combination\"), the private placements of securities in\nconnection with the Business Combination (the \"Private Placement\nTransactions\") and the other transactions contemplated by the Business\nCombination Agreement and/or as described in this press release (together with\nthe Business Combination and the Private Placement Transactions, the \"Proposed\nTransactions\"). The Registration Statement was declared effective on August\n27, 2026, and the definitive proxy statement and other relevant documents were\nmailed to shareholders of Armada II as of the close of business of the record\ndate established for voting on the Business Combination and other matters as\ndescribed in the Proxy Statement/Prospectus. Armada II and Evernorth have also\nfiled other documents regarding the Proposed Transactions with the SEC.\nInvestors and security holders are also able to obtain copies of the\nRegistration Statement and the Proxy Statement/Prospectus and all other\ndocuments filed or to be filed with the SEC by Armada II and Evernorth,\nwithout charge, on the SEC's website at www.sec.gov (http://www.sec.gov) , or\nby directing a request to: Armada Acquisition Corp. II, 382 NE 191st St.,\nSuite 52895, Miami, Florida 33179-3899; e-mail: finance@arringtoncapital.com\n(mailto:finance@arringtoncapital.com) , or to: Evernorth Holdings Inc., 600\nBattery St, San Francisco, CA 94111, email: finance@evernorth.xyz\n(mailto:finance@evernorth.xyz) .\n\nNEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR\nDISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS\nOR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED\nUPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY\nREPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\nForward-Looking Statements\n\nThis press release contains certain forward-looking statements within the\nmeaning of the U.S. federal securities laws with respect to the Proposed\nTransactions and the parties thereto. All statements contained in this press\nrelease other than statements of historical fact, including, without\nlimitation, statements regarding the Business Combination between Armada II\nand Evernorth; the anticipated benefits and timing of the transaction;\nexpected trading of the combined company's securities on Nasdaq; the\ncompletion of investments from certain institutional investors; the expected\namount of gross proceeds from investments; the anticipated use of proceeds\nfrom such investments; the building of the world's leading institutional XRP\ntreasury; the amount of XRP expected to be held by the combined company; the\ncombined company's future financial performance, the ability of the combined\ncompany to execute its business strategy, its market opportunity and\npositioning; expectations regarding institutional and retail adoption of XRP\nand participation in DeFi yield strategies; the combined company's\ncontributions to the growth and maturity of the ecosystem, using an approach\ndesigned to generate returns for shareholders, supporting XRP's utility and\nadoption, alignment with the growth of the XRP ecosystem, and becoming the\nleading institutional vehicle for XRP; management ensuring operational\nindependence, taking XRP's presence in capital markets to the next level, and\nother statements regarding management's intentions, beliefs, or expectations\nwith respect to the combined company's future performance, are forward-looking\nstatements. Forward-looking statements are often identified by the use of\nwords such as \"anticipate,\" \"believe,\" \"continue,\" \"could,\" \"estimate,\"\n\"expect,\" \"intend,\" \"may,\" \"might,\" \"plan,\" \"potential,\" \"predict,\" \"project,\"\n\"should,\" \"will,\" \"would,\" and similar expressions, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nThese forward-looking statements are based on the current expectations and\nassumptions of Armada II and Evernorth as of the date of this release and are\nsubject to risks and uncertainties that could cause actual results to differ\nmaterially from those expressed or implied by such forward-looking statements.\nSuch risks and uncertainties include, but are not limited to: (1) the\noccurrence of any event, change or other circumstances that could delay or\nprevent the consummation of the proposed Business Combination; (2) the outcome\nof any legal proceedings that may be instituted against Armada II, Evernorth,\nthe combined company, or others following the announcement of the Proposed\nTransactions; (3) the inability to complete the Business Combination due to\nfailure to obtain shareholder approval or satisfy other closing conditions;\n(4) the inability to complete the Private Placement Transactions, (5) changes\nto the structure, timing, or terms of the Proposed Transactions; (6) the\nability of the combined company to meet applicable listing standards or to\nmaintain the listing of its securities following the closing of the Business\nCombination; (7) the risk that the announcement and consummation of the\ntransaction disrupts current plans and operations; (8) the ability to\nrecognize the anticipated benefits of the Business Combination, including the\nability to build and manage an institutional XRP treasury, execute DeFi yield\nstrategies, and drive institutional adoption of XRP; (9) changes in market,\nregulatory, political, and economic conditions affecting digital assets\ngenerally or XRP specifically; (10) the costs related to the Proposed\nTransactions and those arising as a result of becoming a public company; (11)\nthe level of redemptions of Armada II's public shareholders which may reduce\nthe public float of, reduce the liquidity of the trading market of, and/or\nmaintain the quotation, listing, or trading of securities of Armada II or of\nEvernorth; (12) the volatility of the price of XRP and other digital assets,\nthe correlation between XRP's price and the value of Evernorth's securities,\nand the risk that the price of XRP may decrease between the signing of the\ndefinitive documents for the Proposed Transactions and the closing of the\nProposed Transactions or at any time after the closing of the Proposed\nTransactions; (13) risks related to increased competition in the industries in\nwhich Evernorth will operate; (14) risks related to changes in U.S. or foreign\nlaws and regulations applicable to digital assets or securities; (15) the\npossibility that the combined company may be adversely affected by competitive\nfactors, investor sentiment, or other macroeconomic conditions; (16) the risk\nof being considered to be a \"shell company\" by any stock exchange on which\nEvernorth securities will be listed or by the SEC, which may impact the\nability to list Evernorth's securities and restrict reliance on certain rules\nor forms in connection with the offering, sale or resale of securities; (17)\nthe outcome of any potential legal proceedings that may be instituted against\nthe Pathfinder, Armada II, Evernorth or others following announcement of the\nBusiness Combination; and (18) other risks detailed from time to time in\nArmada II's filings with the SEC, including the Registration Statement and\nrelated documents filed or to be filed in connection with the Business\nCombination.\n\nThe foregoing list of risk factors is not exhaustive. You should carefully\nconsider the foregoing factors and the other risks and uncertainties described\nin the \"Risk Factors\" section of the final prospectus of Armada II dated May\n20, 2025 and filed by Armada II with the SEC on May 21, 2025, Armada II's\nAnnual Report on Form 10-K filed with the SEC on December 4, 2025, Armada II's\nQuarterly Report on Form 10-Q filed with the SEC on February 13, 2026, and the\nRegistration Statement and Proxy Statement/Prospectus that will be filed by\nEvernorth and Armada II, and other documents filed by Armada II and Evernorth\nfrom time to time with the SEC, as well as the list of risk factors included\nherein. These filings do or will identify and address other important risks\nand uncertainties that could cause actual results to differ materially from\nthose contained in the forward-looking statements. Additional risks and\nuncertainties not currently known or that are currently deemed immaterial may\nalso cause actual results to differ materially from those expressed or implied\nby such forward-looking statements. Readers are cautioned not to put undue\nreliance on forward-looking statements, and none of the parties or any of\ntheir representatives assumes any obligation and do not intend to update or\nrevise these forward-looking statements, each of which is made only as of the\ndate of this press release.\n\nMedia Contact\nProsek Partners for Evernorth\npro-evernorth@prosek.com (mailto:pro-evernorth@prosek.com)\n\n \n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/shareholders-approve-evernorth-business-combination-transaction-and-related-private-placements-have-raised-over-1-billion-nasdaq-trading-under-xrpn-expected-to-begin-on-october-8-302895260.html\n(https://www.prnewswire.com/news-releases/shareholders-approve-evernorth-business-combination-transaction-and-related-private-placements-have-raised-over-1-billion-nasdaq-trading-under-xrpn-expected-to-begin-on-october-8-302895260.html)\n\nSOURCE Evernorth Holdings Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1977128/Evernorth-Logo.jpg?id=OA2981868\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn2d68Jpa-20261001","title":"Shareholders Approve Evernorth Business Combination; Transaction and Related Private Placements Have Raised Over $1 Billion; Nasdaq Trading Under \"XRPN\" Expected to Begin on October 8","author":"PR Newswire","ticker":"XRPN","created":"2026-10-01T12:00:03.044Z","tickers":["XRPN"],"exchange":"NASDAQ","article_body":"Shareholders Approve Evernorth Business Combination; Transaction and Related Private Placements Have Raised Over $1 Billion; Nasdaq Trading Under \"XRPN\" Expected to Begin on October 8\nPR Newswire\n\nSAN FRANCISCO, Oct. 1, 2026\n\n * Armada II shareholders approved the business combination with Evernorth at the\nextraordinary general meeting on September 30, 2026\n * Transaction expected to raise approximately $300 million in gross cash\nproceeds\n * Investors have also contributed XRP in kind; at closing, Evernorth expected to\nbecome the largest publicly traded pure-play XRP treasury company, with\napproximately 473 million XRP\n * Investor support for transaction unwavering; 100% of advanced and delayed\nfunders participating\n * Business combination expected to close October 7, 2026, with trading on Nasdaq\nunder the ticker \"XRPN\" expected to begin October 8, 2026\nSAN FRANCISCO, Oct. 1, 2026 /PRNewswire/ -- Evernorth Holdings, Inc.\n(\"Evernorth\") and Armada Acquisition Corp. II (Nasdaq: XRPN) (\"Armada II\")\ntoday announced that Armada II shareholders approved the proposed business\ncombination between the two companies at Armada II's extraordinary general\nmeeting held on September 30, 2026. The business combination is expected to\nraise approximately $300 million in gross cash proceeds, including $225\nmillion from related private placements, $30 million of incremental\nconvertible note financing, and approximately $48 million of trust proceeds,\nbefore transaction expenses. Investors have also contributed XRP in kind. At\nclosing, Evernorth is expected to hold approximately 473 million XRP, which\nwould make it the largest\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=1047446317&u=https%3A%2F%2Fwww.coingecko.com%2Fen%2Ftreasuries%2Fxrp&a=largest)\n publicly traded pure-play XRP treasury company.\n\n\"Going public will offer investors a regulated, transparent way to own XRP\nexposure and participate in the growth of the blockchain economy,\" said\nAsheesh Birla, Founder and CEO of Evernorth. \"We're grateful to our\nshareholders for their support as we complete this important transaction.\"\n\nThe business combination is expected to close on October 7, 2026, subject to\nthe satisfaction or waiver of the remaining closing conditions. Investor\nsupport for the transaction remains unwavering, with 100% of both advanced and\ndelayed funders participating. Following the closing, the combined company\nwill operate as Evernorth Holdings, Inc., and its Class A common stock is\nexpected to begin trading on Nasdaq under the ticker symbol \"XRPN\" on October\n8, 2026. Evernorth's investors include Arrington Capital, SBI Group, Ripple,\nPantera Capital, Kraken and GSR, among others.\n\nAbout Evernorth\n\nFormed through a business combination (to be completed) between Evernorth and\nArmada II, a NASDAQ-listed special purpose acquisition company (the \"Business\nCombination\"), pursuant to a definitive business combination agreement (the\n\"Business Combination Agreement\"), Evernorth, at closing, will be a publicly\ntraded digital asset treasury that provides investors with exposure to XRP\nthrough a regulated, liquid, and transparent structure. Evernorth intends to\npursue strategies designed to grow its XRP per share over time through yield\nstrategies, ecosystem participation, and capital markets activities. To learn\nmore, please visit www.evernorth.xyz\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=3354051925&u=http%3A%2F%2Fwww.evernorth.xyz%2F&a=www.evernorth.xyz)\n.\n\nAbout Armada Acquisition Corp. II\n\nArmada II is a special purpose acquisition company sponsored by Arrington XRP\nCapital Fund, LP. Armada II was founded on October 3, 2024. Armada II is led\nby the following seasoned investors and industry executives: Taryn Naidu,\nChief Executive Officer, Michael Arrington, Chairman, Kyle Horton, Chief\nFinancial Officer and board members Michael Arrington, Taryn Naidu, Richard\nDanis, Lindy Key, and Ronald Palmeri. To learn more, visit\nwww.arringtoncapital.com/armada\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4787465-1&h=1207654332&u=http%3A%2F%2Fwww.arringtoncapital.com%2Farmada&a=www.arringtoncapital.com%2Farmada)\n.\n\nAdditional Information and Where to Find It\n\nEvernorth filed with the U.S. Securities and Exchange Commission (the \"SEC\") a\nregistration statement on Form S-4 (the \"Registration Statement\"), which has\nbeen declared effective, in connection with the proposed business combination\n(the \"Business Combination\"), the private placements of securities in\nconnection with the Business Combination (the \"Private Placement\nTransactions\") and the other transactions contemplated by the Business\nCombination Agreement and/or as described in this press release (together with\nthe Business Combination and the Private Placement Transactions, the \"Proposed\nTransactions\"). The Registration Statement was declared effective on August\n27, 2026, and the definitive proxy statement and other relevant documents were\nmailed to shareholders of Armada II as of the close of business of the record\ndate established for voting on the Business Combination and other matters as\ndescribed in the Proxy Statement/Prospectus. Armada II and Evernorth have also\nfiled other documents regarding the Proposed Transactions with the SEC.\nInvestors and security holders are also able to obtain copies of the\nRegistration Statement and the Proxy Statement/Prospectus and all other\ndocuments filed or to be filed with the SEC by Armada II and Evernorth,\nwithout charge, on the SEC's website at www.sec.gov (http://www.sec.gov) , or\nby directing a request to: Armada Acquisition Corp. II, 382 NE 191st St.,\nSuite 52895, Miami, Florida 33179-3899; e-mail: finance@arringtoncapital.com\n(mailto:finance@arringtoncapital.com) , or to: Evernorth Holdings Inc., 600\nBattery St, San Francisco, CA 94111, email: finance@evernorth.xyz\n(mailto:finance@evernorth.xyz) .\n\nNEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR\nDISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS\nOR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED\nUPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY\nREPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\nForward-Looking Statements\n\nThis press release contains certain forward-looking statements within the\nmeaning of the U.S. federal securities laws with respect to the Proposed\nTransactions and the parties thereto. All statements contained in this press\nrelease other than statements of historical fact, including, without\nlimitation, statements regarding the Business Combination between Armada II\nand Evernorth; the anticipated benefits and timing of the transaction;\nexpected trading of the combined company's securities on Nasdaq; the\ncompletion of investments from certain institutional investors; the expected\namount of gross proceeds from investments; the anticipated use of proceeds\nfrom such investments; the building of the world's leading institutional XRP\ntreasury; the amount of XRP expected to be held by the combined company; the\ncombined company's future financial performance, the ability of the combined\ncompany to execute its business strategy, its market opportunity and\npositioning; expectations regarding institutional and retail adoption of XRP\nand participation in DeFi yield strategies; the combined company's\ncontributions to the growth and maturity of the ecosystem, using an approach\ndesigned to generate returns for shareholders, supporting XRP's utility and\nadoption, alignment with the growth of the XRP ecosystem, and becoming the\nleading institutional vehicle for XRP; management ensuring operational\nindependence, taking XRP's presence in capital markets to the next level, and\nother statements regarding management's intentions, beliefs, or expectations\nwith respect to the combined company's future performance, are forward-looking\nstatements. Forward-looking statements are often identified by the use of\nwords such as \"anticipate,\" \"believe,\" \"continue,\" \"could,\" \"estimate,\"\n\"expect,\" \"intend,\" \"may,\" \"might,\" \"plan,\" \"potential,\" \"predict,\" \"project,\"\n\"should,\" \"will,\" \"would,\" and similar expressions, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nThese forward-looking statements are based on the current expectations and\nassumptions of Armada II and Evernorth as of the date of this release and are\nsubject to risks and uncertainties that could cause actual results to differ\nmaterially from those expressed or implied by such forward-looking statements.\nSuch risks and uncertainties include, but are not limited to: (1) the\noccurrence of any event, change or other circumstances that could delay or\nprevent the consummation of the proposed Business Combination; (2) the outcome\nof any legal proceedings that may be instituted against Armada II, Evernorth,\nthe combined company, or others following the announcement of the Proposed\nTransactions; (3) the inability to complete the Business Combination due to\nfailure to obtain shareholder approval or satisfy other closing conditions;\n(4) the inability to complete the Private Placement Transactions, (5) changes\nto the structure, timing, or terms of the Proposed Transactions; (6) the\nability of the combined company to meet applicable listing standards or to\nmaintain the listing of its securities following the closing of the Business\nCombination; (7) the risk that the announcement and consummation of the\ntransaction disrupts current plans and operations; (8) the ability to\nrecognize the anticipated benefits of the Business Combination, including the\nability to build and manage an institutional XRP treasury, execute DeFi yield\nstrategies, and drive institutional adoption of XRP; (9) changes in market,\nregulatory, political, and economic conditions affecting digital assets\ngenerally or XRP specifically; (10) the costs related to the Proposed\nTransactions and those arising as a result of becoming a public company; (11)\nthe level of redemptions of Armada II's public shareholders which may reduce\nthe public float of, reduce the liquidity of the trading market of, and/or\nmaintain the quotation, listing, or trading of securities of Armada II or of\nEvernorth; (12) the volatility of the price of XRP and other digital assets,\nthe correlation between XRP's price and the value of Evernorth's securities,\nand the risk that the price of XRP may decrease between the signing of the\ndefinitive documents for the Proposed Transactions and the closing of the\nProposed Transactions or at any time after the closing of the Proposed\nTransactions; (13) risks related to increased competition in the industries in\nwhich Evernorth will operate; (14) risks related to changes in U.S. or foreign\nlaws and regulations applicable to digital assets or securities; (15) the\npossibility that the combined company may be adversely affected by competitive\nfactors, investor sentiment, or other macroeconomic conditions; (16) the risk\nof being considered to be a \"shell company\" by any stock exchange on which\nEvernorth securities will be listed or by the SEC, which may impact the\nability to list Evernorth's securities and restrict reliance on certain rules\nor forms in connection with the offering, sale or resale of securities; (17)\nthe outcome of any potential legal proceedings that may be instituted against\nthe Pathfinder, Armada II, Evernorth or others following announcement of the\nBusiness Combination; and (18) other risks detailed from time to time in\nArmada II's filings with the SEC, including the Registration Statement and\nrelated documents filed or to be filed in connection with the Business\nCombination.\n\nThe foregoing list of risk factors is not exhaustive. You should carefully\nconsider the foregoing factors and the other risks and uncertainties described\nin the \"Risk Factors\" section of the final prospectus of Armada II dated May\n20, 2025 and filed by Armada II with the SEC on May 21, 2025, Armada II's\nAnnual Report on Form 10-K filed with the SEC on December 4, 2025, Armada II's\nQuarterly Report on Form 10-Q filed with the SEC on February 13, 2026, and the\nRegistration Statement and Proxy Statement/Prospectus that will be filed by\nEvernorth and Armada II, and other documents filed by Armada II and Evernorth\nfrom time to time with the SEC, as well as the list of risk factors included\nherein. These filings do or will identify and address other important risks\nand uncertainties that could cause actual results to differ materially from\nthose contained in the forward-looking statements. Additional risks and\nuncertainties not currently known or that are currently deemed immaterial may\nalso cause actual results to differ materially from those expressed or implied\nby such forward-looking statements. Readers are cautioned not to put undue\nreliance on forward-looking statements, and none of the parties or any of\ntheir representatives assumes any obligation and do not intend to update or\nrevise these forward-looking statements, each of which is made only as of the\ndate of this press release.\n\nMedia Contact\nProsek Partners for Evernorth\npro-evernorth@prosek.com (mailto:pro-evernorth@prosek.com)\n\n \n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/shareholders-approve-evernorth-business-combination-transaction-and-related-private-placements-have-raised-over-1-billion-nasdaq-trading-under-xrpn-expected-to-begin-on-october-8-302895260.html\n(https://www.prnewswire.com/news-releases/shareholders-approve-evernorth-business-combination-transaction-and-related-private-placements-have-raised-over-1-billion-nasdaq-trading-under-xrpn-expected-to-begin-on-october-8-302895260.html)\n\nSOURCE Evernorth Holdings Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1977128/Evernorth-Logo.jpg?id=OA2981868\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-10-01T12:00:03.152758934Z","server_sent_at_ms":1790856003152},"received_at":"2026-10-01T12:00:03.203Z","source_url":"https://www.prnewswire.com/news-releases/shareholders-approve-evernorth-business-combination-transaction-and-related-private-placements-have-raised-over-1-billion-nasdaq-trading-under-xrpn-expected-to-begin-on-october-8-302895260.html"},"analysis":{"id":"146701","press_release_id":"158059","analysis_json":{"industry":{"label":"Capital Markets","sector":"Financials"},"redFlags":["Closing remains subject to satisfaction or waiver of remaining closing conditions","Combined company's value highly correlated to volatile XRP price","DeFi yield strategies carry execution and regulatory risk","Possible shareholder redemptions could reduce public float and liquidity"],"eventType":"m_and_a","narrative":"Armada Acquisition Corp. II shareholders approved the business combination with Evernorth Holdings at the September 30, 2026 extraordinary general meeting.\n\nThe transaction and related private placements have raised over $1 billion, including approximately $300 million in gross cash proceeds, and investors contributed XRP in kind — at closing Evernorth is expected to hold roughly 473 million XRP, making it the largest publicly traded pure-play XRP treasury company.\n\nThe deal is expected to close October 7, 2026, with Nasdaq trading under the ticker \"XRPN\" beginning October 8. Investor support is described as unwavering, with 100% of advanced and delayed funders participating.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Evernorth clears shareholder vote and heads to Nasdaq listing Oct 8 as the largest publicly traded XRP treasury with ~473M XRP."},"keyFigures":{"dealValueUsd":"$1 billion","customDimensions":{"xrp_held":"approximately 473 million XRP","trust_proceeds":"$48 million","private_placements":"$225 million","gross_cash_proceeds":"$300 million","convertible_note_financing":"$30 million"}},"quotedText":"Going public will offer investors a regulated, transparent way to own XRP exposure and participate in the growth of the blockchain economy","namedEntities":{"people":[{"name":"Asheesh Birla","role":"Founder and CEO of Evernorth"},{"name":"Taryn Naidu","role":"CEO of Armada II"},{"name":"Michael Arrington","role":"Chairman of Armada II"},{"name":"Kyle Horton","role":"CFO of Armada II"}],"products":["XRP"],"companies":[{"name":"Evernorth Holdings, Inc.","ticker":"XRPN","relationship":"combined company / target"},{"name":"Armada Acquisition Corp. 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Nasdaq trading under XRPN begins October 8."},"tickerRelevance":{"others":[],"primary":"XRPN"},"globalImportance":45,"audienceRelevance":55,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"new-listing SPAC (crypto treasury)","eventGravity":"declose and Nasdaq debut of $1B+ XRP treasury vehicle","issuerAuthored":true,"retailFavoriteBoost":"XRP has strong retail following"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":4,"narrative":"Armada Acquisition Corp. II shareholders approved the business combination with Evernorth Holdings at the September 30, 2026 extraordinary general meeting.\n\nThe transaction and related private placements have raised over $1 billion, including approximately $300 million in gross cash proceeds, and investors contributed XRP in kind — at closing Evernorth is expected to hold roughly 473 million XRP, making it the largest publicly traded pure-play XRP treasury company.\n\nThe deal is expected to close October 7, 2026, with Nasdaq trading under the ticker \"XRPN\" beginning October 8. Investor support is described as unwavering, with 100% of advanced and delayed funders participating.","key_figures":{"dealValueUsd":"$1 billion","customDimensions":{"xrp_held":"approximately 473 million XRP","trust_proceeds":"$48 million","private_placements":"$225 million","gross_cash_proceeds":"$300 million","convertible_note_financing":"$30 million"}},"named_entities":{"people":[{"name":"Asheesh Birla","role":"Founder and CEO of Evernorth"},{"name":"Taryn Naidu","role":"CEO of Armada II"},{"name":"Michael Arrington","role":"Chairman of Armada II"},{"name":"Kyle Horton","role":"CFO of Armada II"}],"products":["XRP"],"companies":[{"name":"Evernorth Holdings, Inc.","ticker":"XRPN","relationship":"combined company / target"},{"name":"Armada Acquisition Corp. II","ticker":"XRPN","relationship":"SPAC acquirer"},{"name":"Arrington Capital","relationship":"investor / sponsor"},{"name":"SBI Group","relationship":"investor"},{"name":"Ripple","relationship":"investor"},{"name":"Pantera Capital","relationship":"investor"},{"name":"Kraken","relationship":"investor"},{"name":"GSR","relationship":"investor"},{"name":"Prosek Partners","relationship":"media contact"}],"dollarAmounts":[{"amount":"$1 Billion","context":"total raised via transaction and related private placements"},{"amount":"$300 million","context":"expected gross cash proceeds"},{"amount":"$225 million","context":"private placements"},{"amount":"$30 million","context":"incremental convertible note financing"},{"amount":"$48 million","context":"trust proceeds"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-01T12:00:30.151Z","global_importance":45,"audience_relevance":55,"importance_components":{"tickerTier":"new-listing SPAC (crypto treasury)","eventGravity":"declose and Nasdaq debut of $1B+ XRP treasury vehicle","issuerAuthored":true,"retailFavoriteBoost":"XRP has strong retail following"}},"durationMs":6542,"modelName":"glm-5.3-flashx"}}