Evernorth Holdings Inc.: Appoints new CIO; updates Class A shares to 1,078,613

What happened Evernorth Holdings Inc filed a Form 8-K on Oct 13, 2026 saying it issued a press release on Oct 12, 2026 announcing the appointment of its new Chief Investment Officer and providing an updated number of shares of Class A common stock issued to delayed funding subscribers. The filing reports that at the closing of its business combination with Armada Acquisition Corp. II on Oct 9, 2026, Evernorth issued 1,078,613 shares of Class A common stock to delayed funding subscribers, not 663,510 shares as previously reported, with the shares equal to the aggregate delayed funding subscription amount divided by $10.00 per share.

Key details

• At Closing on Oct 9, 2026, delayed funding subscribers received 1,078,613 shares of Class A common stock (correcting an earlier clerical error that reported 663,510 shares).
• Advanced funding subscribers received 10,669,636 shares of Class A common stock and 2,359,038 shares of Class C common stock.
• Shares issued and outstanding as of Closing: Class A common stock 23,638,882; Class C common stock 31,392,746.
• Sponsor (Arrington XRP Capital Fund, LP) beneficial ownership: Class A common stock 4,704,137; Class C common stock 29,033,708 (92.5% of Class C).

Why it may matter This Form 8-K reports a Regulation FD disclosure (Item 7.01) attaching the Oct 12, 2026 press release, and reports other events (Item 8.01) correcting the number of Class A shares issued to delayed funding subscribers and updating related ownership and issuance figures. The filing does not show why the insider traded or why the company acted.