# Evernorth Holdings Inc. — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_d41e0140e61838efef6c · retrieved 2026-08-11T15:50:21.361Z

## Overview
Evernorth Holdings Inc. is a Nevada corporation that will serve as the public vehicle for a business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc., focused on building an institutional XRP treasury and pursuing Nasdaq listing.

Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC, and Ripple Labs Inc. The transaction contemplates a business combination, private placement transactions, and related transactions. The combined company intends to build an institutional XRP treasury and pursue Nasdaq listing, with the goal of becoming a leading institutional vehicle for XRP and supporting ecosystem growth through DeFi yield strategies.

## Terms
- Counterparty: Armada Acquisition Corp. II

## Key dates
- Announced 2026-06-01

## Timeline
- 2026-01-05 · 425 (0000950103-26-000116): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public company (Pubco) in a business combination with Pathfinder Digital Assets LLC, with the combined entity focused on building an institutional XRP treasury and executing DeFi yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (a Delaware LLC, the "Company"), Evernorth Corporate Merger Sub Inc. (a Delaware subsidiary of Pubco), Evernorth Company Merger Sub LLC (a Delaware LLC subsidiary of Pubco), and Ripple Labs Inc. (a Delaware corporation). The transaction contemplates a business combination including private placements of securities. A Registration Statement on Form S-4 is expected to be filed with the SEC, which will include a preliminary proxy statement and prospectus. The combined company intends to build an institutional XRP treasury and pursue DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000116.txt
- 2026-01-08 · 425 (0000950103-26-000288): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is an XRP digital asset treasury company supported by Ripple and SBI Holdings that provides investors with exposure to XRP through a regulated, liquid, and transparent structure, intending to actively grow its XRP per share through institutional and DeFi yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation), Pathfinder Digital Assets LLC, Evernorth Corporate Merger Sub Inc., Evernorth Company Merger Sub LLC, and Ripple Labs Inc. Upon closing, Evernorth will be a publicly traded digital asset treasury providing investors with exposure to XRP through a regulated, liquid, and transparent structure. The combined company intends to actively grow its XRP per share through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities, with expected trading on Nasdaq.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000288.txt
- 2026-01-09 · 425 (0000950103-26-000336): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a digital asset treasury company that will hold and deploy XRP (the native token of the XRP Ledger) as institutional capital, participating in DeFi yield strategies on the XRP ecosystem while supporting the development and adoption of XRP-based financial infrastructure.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation and the public company, or "Pubco"), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction creates a combined company intended to operate as an institutional XRP digital asset treasury, deploying capital into the XRP DeFi ecosystem and generating yield for shareholders. The combined entity will trade on Nasdaq under the ticker XRPN and will be led by CEO Asheesh Birla, formerly of Ripple.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000336.txt
- 2026-01-13 · 425 (0000950103-26-000466): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is building the world's largest institutional XRP digital asset treasury, providing public market investors easy access to XRP (the third-largest digital asset) while managing regulatory compliance, security, and participation in blockchain ecosystem yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination including private placements of securities. Evernorth is positioning itself as an institutional XRP digital asset treasury and plans to list on Nasdaq in Q1 2026, providing public market access to XRP exposure with active ecosystem participation and yield generation strategies.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000466.txt
- 2026-01-21 · 425 (0000950103-26-000805): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a digital asset treasury company focused on accumulating and managing XRP as an institutional vehicle, with plans to deploy capital into XRP DeFi ecosystems to generate yield and support the growth of the XRP ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as Pubco), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates the merger of Armada with Evernorth through two merger subsidiaries, with the combined entity expected to trade on Nasdaq and build an institutional XRP treasury focused on DeFi yield strategies and supporting the XRP ecosystem.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000805.txt
- 2026-01-22 · 425 (0000950103-26-000849): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a crypto treasury strategy company focused on XRP, a cryptocurrency designed for decentralized financial infrastructure and payments, with plans to generate yield through traditional finance strategies (lending, basis trades) and DeFi ecosystem participation.* On October 19, 2025, Armada Acquisition Corp. II (NASDAQ: XRPN), a Cayman Islands exempted company, entered into a Business Combination Agreement with Evernorth Holdings Inc., a Nevada corporation (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. Evernorth is a crypto treasury strategy company focused on XRP, a cryptocurrency designed for decentralized financial infrastructure and payments. The combined company intends to list on NASDAQ and will be positioned as an institutional XRP treasury with strategic backing from Ripple, SBI Holdings, Arrington Capital, Pantera, and other investors.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-000849.txt
- 2026-01-29 · 425 (0000950103-26-001229): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a publicly listed digital asset treasury dedicated to institutional-scale XRP adoption and DeFi yield opportunities, led by CEO Asheesh Birla and a team of fintech veterans, building infrastructure for the tokenized economy.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates the combination of these entities through merger structures involving Evernorth Corporate Merger Sub Inc. and Evernorth Company Merger Sub LLC. The combined company intends to build an institutional-scale XRP treasury and pursue DeFi yield strategies, including participation in the proposed XRP Lending Protocol (XLS-66). The transaction is expected to result in the combined company trading on Nasdaq under the ticker XRPN.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-001229.txt
- 2026-02-10 · 425 (0000950103-26-001931): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through its subsidiaries, is building an institutional XRP treasury and pursuing DeFi yield strategies to drive institutional adoption of XRP and support the growth of the XRP ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (the operating company), two merger subsidiaries of Pubco, and Ripple Labs Inc. The transaction contemplates a business combination including private placements of securities. A Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus is expected to be filed with the SEC, with shareholder voting to follow.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-001931.txt
- 2026-02-11 · 425 (0000950103-26-001977): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public company vehicle for a business combination involving Pathfinder Digital Assets LLC and Ripple Labs Inc., with a focus on building an institutional XRP treasury and executing decentralized finance yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction involves merger subsidiaries and contemplates private placements of securities. A Registration Statement on Form S-4 is expected to be filed, which will include a proxy statement/prospectus for shareholder approval of the business combination. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-001977.txt
- 2026-02-12 · 425 (0000950103-26-002054): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination, intends to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP and participation in digital asset ecosystems.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The transaction contemplates a business combination including private placements of securities. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP. A Registration Statement on Form S-4 is expected to be filed with the SEC, which will include a proxy statement/prospectus for shareholder voting on the proposed transactions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002054.txt
- 2026-02-13 · 425 (0000950103-26-002136): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public vehicle for building the world's leading institutional XRP treasury, accumulating and deploying XRP to generate yield through participation in DeFi products and financial infrastructure on the XRP blockchain.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination that will result in Evernorth becoming a publicly traded company focused on building an institutional XRP treasury and deploying capital into the XRP DeFi ecosystem to generate yield. The combined company intends to list on Nasdaq and will pursue private placements of securities in connection with the transaction.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002136.txt
- 2026-02-19 · 425 (0000950103-26-002403): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, upon completion of the proposed business combination with Armada Acquisition Corp. II, will operate as an institutional vehicle focused on building and managing an XRP treasury, executing DeFi yield strategies, and driving institutional adoption of XRP.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company, or "SPAC") entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation, or "Pubco"), Pathfinder Digital Assets LLC (a Delaware limited liability company, or "Company"), Evernorth Corporate Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Pubco), Evernorth Company Merger Sub LLC (a Delaware limited liability company and wholly owned subsidiary of Pubco), and Ripple Labs Inc. (a Delaware corporation). The proposed business combination includes private placements of securities and is expected to result in the combined company trading on Nasdaq and building an institutional XRP treasury with a strategy to generate shareholder returns through DeFi yield strategies and support XRP ecosystem adoption.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002403.txt
- 2026-02-20 · 425 (0000950103-26-002452): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through its operating subsidiary Pathfinder Digital Assets LLC, is building an institutional XRP treasury and developing DeFi yield strategies on the XRP Ledger to drive institutional adoption of XRP and participation in on-chain financial services.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a merger structure using Evernorth Corporate Merger Sub Inc. and Evernorth Company Merger Sub LLC as merger subsidiaries. The combined company intends to build an institutional XRP treasury and develop DeFi yield strategies on the XRP Ledger, positioning itself as a leading institutional vehicle for XRP adoption and ecosystem growth.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002452.txt
- 2026-02-23 · 425 (0000950103-26-002487): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, upon completion of the proposed business combination, will operate as an institutional vehicle focused on building and managing an XRP treasury, executing DeFi yield strategies, and driving institutional adoption of the XRP cryptocurrency.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The transaction contemplates a proposed business combination including private placements of securities. The combined company intends to build an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP. SPAC and Pubco filed a Registration Statement on Form S-4 with the SEC on February 23, 2026, which includes a preliminary proxy statement and prospectus for shareholder voting on the proposed transactions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002487.txt
- 2026-02-23 · 425 (0000950103-26-002488): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination, intends to build an institutional XRP treasury and develop decentralized finance (DeFi) yield strategies on the XRP Ledger, focusing on bringing institutional capital on-chain and fostering an institutional-grade DeFi ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company and SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (a Delaware limited liability company), Evernorth Corporate Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Pubco), Evernorth Company Merger Sub LLC (a Delaware limited liability company and wholly owned subsidiary of Pubco), and Ripple Labs Inc. (a Delaware corporation). The transaction contemplates a business combination and related private placements of securities. A Registration Statement on Form S-4 is expected to be filed with the SEC, which will include a preliminary proxy statement and prospectus. The combined company is expected to trade on Nasdaq following closing.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002488.txt
- 2026-02-26 · 425 (0000950103-26-002781): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public company vehicle in a business combination with Armada Acquisition Corp. II, focused on building an institutional XRP treasury and supporting the XRP Ledger ecosystem through structured exposure to XRP and DeFi yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC, and Ripple Labs Inc. The transaction will create an institutional vehicle focused on building an XRP treasury and supporting ecosystem adoption. The combined company intends to list on Nasdaq and pursue private placements of securities. A Registration Statement on Form S-4 is expected to be filed with the SEC, and shareholder approval is required at an extraordinary general meeting.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002781.txt
- 2026-02-27 · 425 (0000950103-26-002876): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that intends to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP through a business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The transaction contemplates a business combination including private placements of securities. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP with expected Nasdaq listing. A Registration Statement on Form S-4 is expected to be filed with the SEC, which will include a proxy statement/prospectus for shareholder voting on the proposed transactions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-002876.txt
- 2026-03-03 · 425 (0000950103-26-003146): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Ripple Labs Inc., intends to build and manage an institutional XRP treasury and execute DeFi yield strategies to drive institutional adoption of XRP.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The proposed business combination includes private placements of securities and is expected to result in the combined company trading on Nasdaq and building an institutional XRP treasury. The transaction is subject to shareholder approval and satisfaction of customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-003146.txt
- 2026-03-05 · 425 (0000950103-26-003324): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public company vehicle for a business combination involving Pathfinder Digital Assets LLC and Ripple Labs Inc., with a focus on building an institutional XRP treasury and executing DeFi yield strategies.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company or "Pubco"), Pathfinder Digital Assets LLC (the operating company), two merger subsidiaries of Pubco, and Ripple Labs Inc. The transaction contemplates a business combination including private placements of securities. A Registration Statement on Form S-4 is expected to be filed with the SEC, which will include a proxy statement/prospectus for shareholder voting on the proposed business combination and related transactions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-003324.txt
- 2026-03-06 · 425 (0000950103-26-003425): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that provides institutional and retail access to XRP through active treasury management, deploying XRP to generate yield both on-chain and through traditional methods, and aims to become the leading institutional vehicle for XRP.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as Pubco), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a merger of Armada with Pubco, with Evernorth Corporate Merger Sub Inc. and Evernorth Company Merger Sub LLC serving as merger subsidiaries. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, with expected listing on Nasdaq. The transaction includes private placement investments, though specific deal value and share counts are not disclosed in this Form 425 communication.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-003425.txt
- 2026-06-01 · 425 (0000950103-26-008192): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a digital asset treasury company that holds XRP as a core treasury asset and intends to build an institutional vehicle for XRP with a focus on DeFi yield strategies and supporting the growth of the XRP ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as Pubco), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination, private placement transactions, and related transactions. Evernorth is a digital asset treasury company that holds XRP as a core treasury asset and intends to build an institutional XRP treasury and participate in DeFi yield strategies. The combined company is expected to trade on Nasdaq following closing.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-008192.txt
- 2026-06-02 · 425 (0000950103-26-008352): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Armada Acquisition Corp. II and Pathfinder Digital Assets LLC, will build and manage an institutional XRP treasury and execute DeFi yield strategies to drive institutional adoption of XRP.* Armada Acquisition Corp. II (SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC, and Ripple Labs Inc. to combine into a single public company. The combined entity will focus on building an institutional XRP treasury and executing DeFi yield strategies. The transaction includes private placement offerings of securities in connection with the business combination. Shareholders of Armada II are expected to vote on the proposed transactions at an extraordinary general meeting, with a definitive proxy statement/prospectus to be filed with the SEC.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-008352.txt
- 2026-06-04 · 425 (0000950103-26-008540): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a digital asset company focused on building an institutional XRP treasury and executing DeFi yield strategies to drive institutional adoption of XRP and support the growth of the XRP ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company, or "SPAC") entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation, or "Pubco"), Pathfinder Digital Assets LLC (a Delaware limited liability company, or "Company"), Evernorth Corporate Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Pubco), Evernorth Company Merger Sub LLC (a Delaware limited liability company and wholly owned subsidiary of Pubco), and Ripple Labs Inc. (a Delaware corporation). The proposed business combination contemplates the combined company building an institutional XRP treasury and executing DeFi yield strategies to drive institutional adoption of XRP. A Registration Statement was filed on March 18, 2026, and the definitive proxy statement and prospectus are expected to be mailed to Armada II shareholders for voting on the proposed transactions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-008540.txt
- 2026-07-21 · 425 (0000950103-26-010950): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Armada Acquisition Corp. II and involvement with Pathfinder Digital Assets LLC and Ripple Labs Inc., is building an institutional XRP treasury and executing DeFi yield strategies to drive institutional adoption of XRP.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company, or "SPAC") entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation, or "Pubco"), Pathfinder Digital Assets LLC (a Delaware limited liability company, or "Company"), Evernorth Corporate Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Pubco), Evernorth Company Merger Sub LLC (a Delaware limited liability company and wholly owned subsidiary of Pubco), and Ripple Labs Inc. (a Delaware corporation). The proposed business combination contemplates the merger of the SPAC with Pubco, private placement transactions, and other transactions as described in the Business Combination Agreement. A Registration Statement was filed on March 18, 2026, which includes a preliminary proxy statement and prospectus in connection with the proposed business combination.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-010950.txt
- 2026-07-22 · 425 (0000950103-26-011015): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination, will become a public company focused on building an institutional XRP treasury and participating in the on-chain financial ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination, private placement transactions, and other related transactions. A Registration Statement was filed on March 18, 2026, including a preliminary proxy statement and prospectus. The definitive proxy statement and voting materials are expected to be mailed to Armada II shareholders for approval of the business combination and related matters.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011015.txt
- 2026-07-23 · 425 (0000950103-26-011119): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is building a purpose-built digital asset treasury designed to serve institutional investors seeking exposure to XRP and other digital assets, generating incremental yield through lending, basis trades, and active blockchain participation while maintaining regulatory compliance and operational independence.* Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Nevada corporation, the "Pubco"), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a merger whereby Evernorth will become a public company listed on Nasdaq. Evernorth is building an institutional-grade digital asset treasury focused on XRP, with plans to generate yield through lending, basis trades, and active participation in the XRP blockchain ecosystem. The combined company intends to become the leading institutional vehicle for XRP and support the growth and maturity of the XRP ecosystem.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011119.txt
- 2026-07-24 · 425 (0000950103-26-011131): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a digital asset treasury and investment company focused on the emerging utility of XRP and building institutional infrastructure for digital assets on the blockchain.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands exempted company) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation), Pathfinder Digital Assets LLC, Evernorth Corporate Merger Sub Inc., Evernorth Company Merger Sub LLC, and Ripple Labs Inc. The filing indicates this is a SPAC business combination transaction involving multiple merger subsidiaries and Ripple Labs as a party to the agreement. The transaction contemplates private placement securities offerings in connection with the business combination.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011131.txt
- 2026-07-28 · 425 (0000950103-26-011290): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc., will operate as an institutional digital asset manager focused on building and managing an XRP treasury and executing DeFi yield strategies.* Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The transaction contemplates a business combination and private placement transactions. The combined company intends to build an institutional XRP treasury and pursue DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP with expected Nasdaq listing.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011290.txt
- 2026-07-29 · 425 (0000950103-26-011330): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public company vehicle for a business combination with Pathfinder Digital Assets LLC, with the combined entity focused on building an institutional XRP treasury and executing DeFi yield strategies.* Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination and private placement transactions. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP with operational independence and focus on ecosystem growth.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011330.txt
- 2026-07-29 · 425 (0000950103-26-011337): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Ripple Labs Inc. and Pathfinder Digital Assets LLC, intends to build the world's leading institutional XRP treasury and execute decentralized finance yield strategies.* Armada Acquisition Corp. II (SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (Company), and Ripple Labs Inc. to effect a business combination. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP. A Registration Statement was filed on March 18, 2026, including a preliminary proxy statement and prospectus. The transaction contemplates private placement securities offerings in connection with the business combination.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011337.txt
- 2026-07-30 · 425 (0000950103-26-011452): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that intends to build the world's leading institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP and blockchain-based assets.* Armada Acquisition Corp. II (SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (the Company), and Ripple Labs Inc. The transaction contemplates a business combination and private placement transactions. The combined company intends to build an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP. The registration statement was filed on March 18, 2026, and the definitive proxy statement is expected to be mailed to Armada II shareholders for voting on the business combination.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011452.txt
- 2026-08-03 · 425 (0000950103-26-011693): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through its subsidiaries, intends to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP as a leading institutional vehicle in the digital asset ecosystem.* On October 19, 2025, Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with Evernorth Holdings Inc. (a Nevada corporation serving as the public company), Pathfinder Digital Assets LLC (the operating company), and Ripple Labs Inc. The transaction contemplates a business combination and private placement transactions. The combined company intends to build an institutional XRP treasury and execute DeFi yield strategies, positioning itself as a leading institutional vehicle for XRP with expected Nasdaq listing.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011693.txt
- 2026-08-04 · 425 (0000950103-26-011893): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that, through the proposed business combination with Armada Acquisition Corp. II, will become an institutional vehicle for building and managing an XRP treasury, executing DeFi yield strategies, and driving institutional adoption of XRP.* Armada Acquisition Corp. II (SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (Pubco), Pathfinder Digital Assets LLC (Company), and Ripple Labs Inc. The proposed business combination contemplates the creation of an institutional XRP treasury vehicle, with the combined company expected to trade on Nasdaq. A Registration Statement was filed on March 18, 2026, including a preliminary proxy statement and prospectus. The transaction is subject to shareholder approval and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011893.txt
- 2026-08-05 · 425 (0000950103-26-011956): 425 - Evernorth Holdings Inc. — *Evernorth Holdings Inc. is a Nevada corporation that will serve as the public vehicle for a business combination with Pathfinder Digital Assets LLC and Ripple Labs Inc., focused on building an institutional XRP treasury and pursuing Nasdaq listing.* Armada Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement dated October 19, 2025, with Evernorth Holdings Inc. (a Nevada corporation serving as the public company vehicle), Pathfinder Digital Assets LLC, and Ripple Labs Inc. The transaction contemplates a business combination, private placement transactions, and related transactions. The combined company intends to build an institutional XRP treasury and pursue Nasdaq listing, with the goal of becoming a leading institutional vehicle for XRP and supporting ecosystem growth through DeFi yield strategies.
  https://www.sec.gov/Archives/edgar/data/2092592/0000950103-26-011956.txt

## Citations
- 0000950103-26-000116 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000116
- 0000950103-26-000288 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000288
- 0000950103-26-000336 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000336
- 0000950103-26-000466 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000466
- 0000950103-26-000805 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000805
- 0000950103-26-000849 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326000849
- 0000950103-26-001229 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001229
- 0000950103-26-001931 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001931
- 0000950103-26-001977 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001977
- 0000950103-26-002054 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002054
- 0000950103-26-002136 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002136
- 0000950103-26-002403 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002403
- 0000950103-26-002452 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002452
- 0000950103-26-002487 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002487
- 0000950103-26-002488 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002488
- 0000950103-26-002781 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002781
- 0000950103-26-002876 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002876
- 0000950103-26-003146 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326003146
- 0000950103-26-003324 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326003324
- 0000950103-26-003425 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326003425
- 0000950103-26-008192 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008192
- 0000950103-26-008352 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008352
- 0000950103-26-008540 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008540
- 0000950103-26-010950 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326010950
- 0000950103-26-011015 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011015
- 0000950103-26-011119 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011119
- 0000950103-26-011131 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011131
- 0000950103-26-011290 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011290
- 0000950103-26-011330 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011330
- 0000950103-26-011337 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011337
- 0000950103-26-011452 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011452
- 0000950103-26-011693 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011693
- 0000950103-26-011893 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011893
- 0000950103-26-011956 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011956