Evernorth Holdings Inc.: expected business combination close Oct 9, 2026

What happened

• Evernorth Holdings Inc. announced in a Form 8-K (Item 7.01, Regulation FD disclosure) that, due to an administrative delay that is not expected to affect the closing, the closing of the business combination between Evernorth and Armada Acquisition Corp. II is currently expected to occur on or about Oct 9, 2026, subject to customary closing conditions. The filing says trading of the combined company’s Class A common stock is currently expected to begin on The Nasdaq Stock Market under the ticker "XRPN" on or about Oct 12, 2026.

Key details

• The business combination was previously approved by the shareholders of Armada II on Sep 30, 2026.
• Evernorth filed a registration statement on Form S-4 that was declared effective on Aug 27, 2026; the definitive proxy statement/prospectus was mailed to Armada II shareholders.
• The Form 8-K notes the private placement transactions in connection with the business combination and other related transactions.
• The filing contains forward-looking statements and lists risks including potential delays or failure to consummate the transaction, legal proceedings, failure to satisfy closing conditions, volatility of XRP and other digital assets, regulatory changes, and listing risks.

Why it may matter

• The filing reports Item 7.01 (Regulation FD disclosure), which covers selective disclosure and includes forward-looking statements about the timing and conditions of the proposed transactions. This filing does not show why the company acted or why any insider traded.