Armada Acquisition Corp. II files merger proxy for Evernorth-Ripple deal
Armada Acquisition Corp. II filed a definitive proxy statement for a shareholder vote on its proposed business combination with Evernorth Holdings, which involves a contribution of XRP tokens by Ripple.
What happened
Armada Acquisition Corp. II, a special purpose acquisition company (SPAC), filed a definitive proxy statement (DEFM14A) with the SEC on August 27, 2026. The filing schedules an extraordinary general meeting for shareholders to vote on the company's proposed business combination with Evernorth Holdings Inc.
The merger agreement, originally signed October 19, 2025, and amended August 12, 2026, involves a complex transaction: Evernorth (the new public company, or 'Pubco') will acquire Armada and Pathfinder Digital Assets LLC, which holds XRP tokens contributed by Ripple Labs Inc. Ripple contributed 126,791,458 XRP tokens to Pathfinder as part of the deal.
The stock closed at $10.55 on the filing date, unchanged from the previous close.
The deal structure
The proxy details a multi-step merger. Armada, currently a Cayman Islands entity, will first 'domesticate' into a Delaware corporation. Then two mergers occur: one where Evernorth's subsidiary merges with the XRP-holding company, and another where Armada merges into Evernorth. After closing, Evernorth will be the publicly traded company.
Shareholders of Armada will receive one share of Evernorth Class A common stock for each Armada Class A share. Warrant holders will receive equivalent Evernorth warrants. The filing states that assuming a $10.00 closing price, the consideration to public shareholders would be $230,000,000.
The transaction includes significant financing: 'Advance Funding Subscribers' have agreed to invest $214.05 million in cash plus 600,000 XRP tokens. The sponsor, Arrington XRP Capital Fund, will forfeit some shares and warrants.
What this means
A DEFM14A is a definitive proxy statement filed when a company asks shareholders to vote on a major transaction, such as a merger or acquisition. It combines the proxy statement (explaining the proposals) with a prospectus (describing the securities to be issued). This filing is the formal request for Armada shareholders to approve the deal.
Because the transaction involves XRP tokens, the price of XRP affects the number of shares issued. The agreement sets a 'Signing XRP Price' of $2.36609, based on a benchmark rate. If XRP's price at closing is lower, the number of shares Ripple and other subscribers receive will be reduced. If higher, they get extra shares. This is a price-adjustment mechanism to protect investors from price swings.
The filing is not a final approval. Shareholders must vote at the extraordinary general meeting, which is likely to occur in the coming weeks. If approved, the companies expect to close the transaction, after which Armada's shares would convert into Evernorth shares. The filing does not indicate the current status of the vote or provide a specific closing date.
Sources
- DEFM14A filed 2026-08-27
- Daily price history
Information summarized by AI from the sources listed above. May contain errors — informational only, not investment advice.