Armada Acquisition Corp. II

10/13/2026 | Press release | Distributed by Public on 10/13/2026 16:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Arrington XRP Capital Fund, LP
2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [XRPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARRINGTON XRP CAPITAL FUND, LP, 382 NE 191ST ST., SUITE 52895
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2026
(Street)
MIAMI, FL 33179-3899
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 10/09/2026 D(1) 230,694 D (1) 169,306 D
Class A Ordinary Shares 10/09/2026 D(2) 169,306 D (2) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 10/09/2026 J 4,544,672(1) (1) (1) Class A Ordinary Shares 4,544,672 (1) 3,335,328 D
Warrants (1) 10/09/2026 J 115,347(1) (1) (1) Class A Ordinary Shares 115,347 (1) 84,653 D
Class B Ordinary Shares (2) 10/09/2026 J 3,335,328(2) (2) (2) Class A Ordinary Shares 3,335,328 (2) 0 D
Warrants (2) 10/09/2026 J 84,653(2) (2) (2) Class A Ordinary Shares 84,653 (2) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arrington XRP Capital Fund, LP
C/O ARRINGTON XRP CAPITAL FUND, LP
382 NE 191ST ST., SUITE 52895
MIAMI, FL 33179-3899
X
Arrington Capital Management, LLC
C/O ARRINGTON XRP CAPITAL FUND, LP
382 NE 191ST ST., SUITE 52895
MIAMI, FL 33179-3899
X

Signatures

Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner 10/13/2026
**Signature of Reporting Person Date
Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member 10/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Immediately prior to the Company Merger Effective Time as defined in the Business Combination Agreement dated October 19, 2025 (as amended on August 12, 2026, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among the Issuer, Evernorth Holdings Inc. ("Pubco") and the other parties thereto, the Reporting Person forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants of the Issuer for cancellation and for no consideration pursuant to the Sponsor Support Agreement, dated October 19, 2025 (as amended on August 12, 2026, the "Sponsor Support Agreement"), based on an adjustment factor as provided therein.
(2) On October 9, 2026, in connection with the closing of the Business Combination, (i) each outstanding Class A ordinary share of the Issuer automatically converted into one share of Class A common stock of Pubco, (ii) each outstanding Class B ordinary share of the Issuer automatically converted into one Class A ordinary share of the Issuer, which in turn automatically converted into one share of Class A common stock of Pubco, and (iii) each outstanding warrant of the Issuer automatically converted to one warrant to purchase one share of Class A common stock of Pubco. As a result, Reporting Person no longer beneficially owns any securities of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Armada Acquisition Corp. II published this content on October 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 13, 2026 at 22:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]