Armada Acquisition Corp. II Announces $30M Convertible Notes Ahead of Merger

What Happened
Armada Acquisition Corp. II (the Company) filed an 8‑K (Sept. 17, 2026) disclosing that Evernorth Holdings Inc. (“Pubco”) entered into a Note Purchase Agreement on Sept. 11, 2026 to issue $30.0 million aggregate principal of 4.00% Convertible Senior PIK Notes due 2031 (the “Convertible Notes”) to NH Investment & Securities Co., as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3. The issuance is conditioned on—and expected to close simultaneously with—the previously announced business combination among the Company, Pubco, Pathfinder Digital Assets LLC and others, which is expected to close in Q4 2026.

Key Details

• $30.0 million aggregate principal amount of 4.00% Convertible Senior PIK Notes due 2031.
• Purchaser: NH Investment & Securities Co., as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3.
• Closing conditioned on the Business Combination closing; that Business Combination Agreement was originally dated Oct. 19, 2025.
• Pubco’s Form S‑4 registration statement in connection with the Business Combination was declared effective Aug. 27, 2026; the definitive proxy/prospectus was mailed to shareholders with an Aug. 20, 2026 record date.

Why It Matters
This financing commitment provides a specified source of capital tied to the closing of the proposed merger, which could affect the combined company’s capital structure and shareholder outcomes once the Business Combination closes. Shareholders and investors should review the definitive Proxy Statement/Prospectus (available on the SEC website) for full details and consider the materials before voting or making investment decisions; the filing also notes the SEC has not approved the merits of the transaction.