Armada Acquisition Corp. II Announces Approval of Business Combination

What Happened
Armada Acquisition Corp. II (the “Company”) announced that shareholders at an Extraordinary General Meeting on September 30, 2026 approved the Company’s business combination with Evernorth Holdings Inc. (“Pubco”) and related transactions, including the SPAC merger and the domestication to Delaware. The record date for the meeting was August 20, 2026; 21,877,045 SPAC Common Shares (≈69% of shares entitled to vote) were represented in person or by proxy.

Key Details

• Meeting and filings: Extraordinary General Meeting held Sept 30, 2026; Pubco's Form S-4 registration statement was declared effective Aug 27, 2026.
• Business Combination (Proposal 1): Approved — For 20,514,034; Against 1,362,081; Abstentions 930.
• SPAC Merger (Proposal 2): Approved — For 20,514,597; Against 1,362,089; Abstentions 359.
• Domestication to Delaware (Proposal 3): Approved by Class B holders only — For 7,880,000; Against 0; Abstentions 0. New Delaware name to be Arrington Capital SPAC I Inc.
• Advisory proposals (non‑binding): Differences to proposed Delaware and Pubco governing documents approved on an advisory basis (Proposals 4 & 5).

Why It Matters
Shareholder approval clears key legal and corporate governance steps needed to proceed with the proposed transactions described in the Company’s proxy/prospectus, including the merger with Pubco and the change in domicile to Delaware. The parties have filed the required SEC registration documents (Form S-4) and mailed the definitive proxy/prospectus; however, the SEC or any state regulator has not approved or endorsed the merits of the transactions. Investors should note the advisory votes are non‑binding and the completion of the transactions remains subject to the terms and closing conditions in the agreements and filings.