10/06/2026 | Press release | Distributed by Public on 10/06/2026 14:48
| Item 7.01 |
Regulation FD. |
Due to an administrative delay that is not expected to affect the closing, the closing of the previously announced business combination (the "Business Combination") between Evernorth Holdings Inc. ("Evernorth") and Armada Acquisition Corp. II ("Armada II") is currently expected to occur on or about October 9, 2026, subject to satisfaction of customary closing conditions, with trading of its Class A common stock currently expected to begin on The Nasdaq Stock Market under the ticker "XRPN" on or about October 12, 2026. The Business Combination was previously approved by the shareholders of Armada II on September 30, 2026.
Additional Information and Where to Find It
Evernorth filed with the SEC a registration statement on Form S-4 (the "Registration Statement"), which has been declared effective, in connection with the Business Combination, the private placements of securities in connection with the Business Combination (the "Private Placement Transactions") and the other transactions contemplated by the Business Combination Agreement and/or as described in this report (together with the Business Combination and the Private Placement Transactions, the "Proposed Transactions"). The Registration Statement was declared effective on August 27, 2026, and the definitive proxy statement/prospectus forming a part thereof (the "Proxy Statement/Prospectus") and other relevant documents were mailed to shareholders of Armada II as of the close of business of the record date established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Armada II and Evernorth have also filed other documents regarding the Proposed Transactions with the SEC. Investors and security holders are also able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by Armada II and Evernorth, without charge, on the SEC's website at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191st St., Suite 52895, Miami, Florida 33179-3899; e-mail: [email protected], or to: Evernorth Holdings Inc., 600 Battery St., San Francisco, CA 94111, email: [email protected].
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.