Evernorth Holdings Inc.

10/05/2026 | Press release | Distributed by Public on 10/05/2026 14:55

Regulation FD Presentation (Form 8-K)

On October 5, 2026, Evernorth Holdings Inc., a Nevada corporation ("Evernorth"), announced that Armada Acquisition Corp. II ("Armada II") has entered into an amendment (the "Amendment") to its warrant agreement that was entered into in connection with Armada II's initial public offering of units (the "IPO"). The warrant agreement was dated May 20, 2025, between Armada II and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement").

The Amendment was entered into to conform the provisions of the Warrant Agreement to the description of the warrants and the Warrant Agreement contained in the prospectus for the IPO. That prospectus indicated that the warrants issued by Armada II in the IPO would become exercisable on the later of the consummation of Armada II's initial business combination and 12 months after the closing of the IPO. The Warrant Agreement now provides for the same exercise period as a result of the execution of the Amendment and, in the case of a warrant held through The Depository Trust Company, remains subject to the requirement that the warrant be properly delivered in accordance with the procedures of The Depository Trust Company.

About Evernorth

Formed through the business combination between Evernorth and Armada II (the "Business Combination") (to be completed), pursuant to a definitive business combination agreement (the "Business Combination Agreement"), Evernorth, at closing, will be a publicly traded digital asset treasury that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Evernorth intends to pursue strategies designed to grow its XRP per share over time through yield strategies, ecosystem participation, and capital markets activities. To learn more, please visit www.evernorth.xyz.

About Armada Acquisition Corp. II

Armada II is a special purpose acquisition company sponsored by Arrington XRP Capital Fund, LP. Armada II was founded on October 3, 2024. Armada II is led by the following seasoned investors and industry executives: Taryn Naidu, Chief Executive Officer, Michael Arrington, Chairman, Kyle Horton, Chief Financial Officer and board members Michael Arrington, Taryn Naidu, Richard Danis, Lindy Key, and Ronald Palmeri. To learn more, visit www.arringtoncapital.com/armada.

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 press release (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 PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Evernorth Holdings Inc. published this content on October 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 05, 2026 at 20:55 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]