Armada Acquisition Corp. II 8-K, filed Oct 13, 2026
Armada Acquisition Corp. II (XRPNU)
About this 8-K
Armada Acquisition Corp. II filed this 8-K on October 13, 2026, reporting on events of October 12, 2026.
Evernorth Holdings Inc. named Hugo Jeandesboz Chief Investment Officer to lead its XRP treasury strategy. It corrected a clerical error, revising Class A shares issued to Delayed Funding Subscribers at the October 9, 2026 closing from 663,510 to 1,078,613, with 23,638,882 Class A shares outstanding. AI summary
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2026
Evernorth Holdings Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-43505 | 39-4156999 | ||
| (State or Other Jurisdiction of Incorporation ) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
600 Battery St.
San Francisco, California 94111
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 322-3046
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Class A common stock, par value $0.001 per share | XRPN | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | XRPNW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD. |
On October 12, 2026, Evernorth Holdings Inc., a Nevada corporation (“Evernorth”), issued a press release reflecting the appointment of its new Chief Investment Officer and an updated number of shares of Class A common stock. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference hereto.
| Item 8.01 | Other Items. |
In the press release referenced above, Evernorth provided an updated number of shares of Class A common stock issued to investors that entered into delayed funding subscription agreements (the “Delayed Funding Subscribers”). At closing of its business combination with Armada Acquisition Corp. II (the “SPAC”) on October 9, 2026 (the “Closing”), Evernorth issued an aggregate of 1,078,613 shares of Class A common stock (“Class A Common Stock”) to such investors, not 663,510 shares as was indicated in the Current Report on Form 8-K filed after closing due to a clerical error. Such number of shares was equal to the aggregate delayed funding subscription amount, whether in cash or XRP tokens, divided by $10.00 per share.
As a result of such updated share count, the following numbers in the Current Report on Form 8-K filed on Friday have changed:
| • | Shares of Class A Common Stock issued to investors that entered into advanced funding subscription agreements (the “Advanced Funding Subscribers”) at Closing: 10,669,636 |
| • | Shares of Class C common stock, par value $0.001 per share (“Class C Common Stock”) issued to Advanced Fundingn Subscribers at Closing: 2,359,038 |
| • | Shares of Class A Common Stock issued to Delayed Funding Subscribers at Closing: 1,078,613 |
| • | Shares of Class A Common Stock issued to Arrington XRP Capital Fund, LP (the “Sponsor”) at Closing: 1,199,503 |
| • | Shares of Class C Common Stock issued to the Sponsor at Closing: 29,033,708 |
| • | Shares of Class A Common Stock issued to Larsen Lam Children’s Remainder Trust (the “Contributor Related Party Entity”) at Closing: 661,867 |
| • | Units (the “Company Units”) of Pathfinder Digital Assets LLC (“Pathfinder”) issued to the Contributor Related Party Entity at Closing: 6,491,583 |
| • | Shares of Class A Common Stock issued and outstanding as of Closing: 23,638,882 |
| • | Shares of Class C Common Stock issued and outstanding as of Closing: 31,392,746 |
| • | Beneficial ownership of the Sponsor: |
| • | Shares of Class A Common Stock: 4,704,137 |
| • | Shares of Class C Common Stock: 29,033,708 |
| • | Percentage of Class C Common Stock: 92.5% |
| • | Shares of Class A Common Stock over which Sponsor will share disposition and voting control with RippleWorks Inc.: 4,215,479 |
| • | Beneficial ownership of Ripple Labs Inc. – shares of Class A Common Stock: 1,678,382 |
| • | Beneficial ownership of Chris Larsen – shares of Class A Common Stock: 2,340,249 |
| • | Beneficial ownership of SBI Holdings, Inc.: |
| • | Shares of Class A Common Stock: 9,431,914 |
| • | Shares of Class C Common Stock: 2,359,038 |
| • | Percentage of Class C Common Stock: 7.5% |
| • | Total shares of Class A Common Stock issued and sold in the private placements that consummated as of Closing: 15,288,001 |
| • | Total shares of Class C Common Stock issued and sold in the private placements that consummated as of Closing: 31,392,746 |
| • | Total Company Units issued and sold by Pathfinder in the private placements that consummated as of Closing: 22,953,128 |
| • | Percentage of outstanding Class A Common Stock held by former SPAC public shareholders as of Closing: 20.5% |
| Item 9.01 | Financial Statements and Exhibits. |
d. Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated October 12, 2026 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Evernorth Holdings Inc. | ||||||
| Dated: October 13, 2026 | ||||||
| By: | /s/ Asheesh Birla | |||||
| Name: Asheesh Birla | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
Evernorth Names Hugo Jeandesboz Chief Investment Officer
Former Coinbase Asset Management Co-Chief Investment Officer and Head of Solutions to lead XRP treasury strategy
Evernorth also publishes updated number of shares issued to PIPE Delayed Funding Subscribers
SAN FRANCISCO – October 12, 2026 – Evernorth Holdings Inc., (Nasdaq: XRPN), a digital asset treasury company building institutional access to the XRP economy at scale, today announced that Hugo Jeandesboz has joined Evernorth as Chief Investment Officer. Mr. Jeandesboz joins Evernorth from Coinbase Asset Management, where he served as Co-Chief Investment Officer and led the firm’s Solutions investment strategies, and reports to Founder and Chief Executive Officer Asheesh Birla.
As Chief Investment Officer, Mr. Jeandesboz leads Evernorth’s XRP treasury strategy, including treasury allocation, liquidity management and the active management of Evernorth’s own XRP holdings. He also serves as Evernorth’s senior contact for Evernorth’s trading counterparties and custodians.
The role reflects a distinction Evernorth has drawn since its formation. A treasury built to hold an asset needs custody and controls. An active treasury model like Evernorth’s also needs a defined treasury strategy, a risk framework, and accountability for both. Mr. Jeandesboz’s new role supports Evernorth’s continued development of those capabilities.
“Hugo brings distinct experience that aligns with our active treasury strategy,” said Asheesh Birla, Founder and Chief Executive Officer of Evernorth. “The growth of tokenized real-world assets, as well as recent XRP Ledger upgrades are bringing lending and DeFi to XRP, are creating opportunities Evernorth was designed to pursue. Capturing them takes someone who has priced risk on institutional desks in both traditional and digital asset markets. That combination is rare and Hugo has it.”
Mr. Jeandesboz brings more than a decade of institutional trading and portfolio management experience across digital assets and traditional financial markets. He most recently served as Co-Chief Investment Officer at Coinbase Asset Management, where he led Solutions and oversaw bespoke investment strategies for institutional investors. Previously, he was Coinbase’s lead derivatives trader, responsible for options, futures and on-chain markets. Before Coinbase, he traded interest rate derivatives at HSBC in New York focusing on U.S. dollar and G10 cross-currency swaps. He began his career at Société Générale, first in fixed income trading and later as a front-office quantitative strategist focused on ETF and algorithmic program trading.
“The financial system is being rebuilt on programmable rails, and the XRP Ledger is becoming infrastructure where institutional capital can operate,” said Mr. Jeandesboz. “Evernorth brings capital and public-market discipline to that shift at an early stage, and I look forward to building a treasury operation equal to the opportunity ahead.”
Evernorth is also providing an updated number of shares of Class A common stock issued to investors that entered into delayed funding subscription agreements. At closing on October 9, 2026, Evernorth issued an aggregate of 1,078,614 shares of Class A common stock to such investors, not 663,510 shares as was indicated in the Current Report on Form 8-K filed after closing due to a clerical error. Such number of shares was equal to the aggregate delayed funding subscription amount, whether in cash or XRP tokens, divided by $10.00 per share.
About Evernorth
Evernorth Holdings Inc. (Nasdaq: XRPN) is a publicly traded digital asset treasury company that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Evernorth holds one of the largest XRP treasuries of any public company and puts that XRP to
work, pursuing strategies designed to grow XRP per share over time through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities. To learn more, visit www.evernorth.xyz.
Forward-Looking Statements.
This press release contains forward-looking statements, including statements about Evernorth’s treasury strategy, XRP Ledger developments, market opportunities, and the expected contributions of its Chief Investment Officer. They are based on current expectations and are not guarantees of future performance. Actual results may differ materially due to factors including the volatility of XRP and other digital assets, changes in laws and regulations, Evernorth’s ability to execute its strategies, and the other risks described under “Risk Factors” in Evernorth’s filings with the SEC. Evernorth undertakes no obligation to update these statements except as required by law.
Media Contact
Prosek Partners for Evernorth
pro-evernorth@prosek.com
Investor Relations
ir@evernorth.xyz