Armada Acquisition Corp. II Shareholders Approve Ripple Labs Deal

What happened

Armada Acquisition Corp. II, a Cayman Islands blank-check company listed on Nasdaq, held an extraordinary general meeting of shareholders on September 30, 2026, according to a Form 8-K filed with the SEC on October 1, 2026.

Shareholders voted on five proposals, all of which passed. The central one, Proposal No. 1, asked holders to adopt the Business Combination Agreement dated October 19, 2025, among Armada, Evernorth Holdings Inc., Evernorth Corporate Merger Sub Inc., Evernorth Company Merger Sub LLC, Pathfinder Digital Assets LLC and Ripple Labs Inc. It passed with 20,514,034 votes for and 1,362,081 against.

Proposal No. 2, authorizing the SPAC merger by special resolution, passed 20,514,597 to 1,362,089. Proposal No. 3, approving a change of domicile from the Cayman Islands to Delaware under a new name, Arrington Capital SPAC I Inc., was voted on only by holders of Class B shares and passed 7,880,000 to zero. Proposals 4 and 5, both non-binding and advisory, approved differences between the current charter and the proposed governing documents of the Delaware company and of Evernorth Holdings Inc., referred to as Pubco.

The filing states that roughly 69% of shares entitled to vote were represented at the meeting, and that an adjournment proposal was not put to a vote because enough votes were present to approve the other proposals.

The shares closed at $23.43 on the event date, up 42.87% from the prior close of $16.40, on volume of 2,346,900 shares against an average of 211,400.

The company

Armada Acquisition Corp. II is a special purpose acquisition company, or SPAC. A SPAC is a shell company with no operating business of its own. It raises money in an initial public offering and holds that money in trust, then looks for a private company to combine with. If shareholders approve a deal, the private target becomes publicly traded, usually without going through a traditional IPO.

Armada's shares trade on Nasdaq under the symbol XRPN, its units under XRPNU and its warrants under XRPNW. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, and each whole warrant is exercisable for one Class A share at $11.50.

The company listed its principal executive offices at 382 NE 191 St, Suite 52895, Miami, Florida, and the filing was signed by chief executive officer Taryn Naidu.

What this means

A Form 425 is not a report on a company's earnings or operations. It exists under a specific rule, Rule 425 under the Securities Act of 1933, which requires companies involved in a merger to file written communications about the deal. Armada's 425 here actually contains a Form 8-K, a current report used to disclose material events, and the event it describes is the shareholder vote. So the document satisfies two obligations at once: the 8-K requirement to report the vote promptly, and the 425 requirement to file merger-related communications.

Voting on a SPAC deal is the moment shareholders decide whether the combination can proceed. The trust account that held the IPO proceeds is released as part of closing, and shareholders who voted against a deal typically have the right to redeem their shares for a pro-rata slice of that trust rather than hold the merged company. That is why SPAC votes often produce sharp moves in price and volume: the vote outcome, and how many holders choose to redeem, determine how much cash the target company actually receives.

The term 'domestication' in Proposal No. 3 refers to changing the company's legal home. Armada is incorporated in the Cayman Islands, a common jurisdiction for SPACs, and the proposal moves it to a Delaware corporation renamed Arrington Capital SPAC I Inc. Only Class B shareholders voted on this because, the filing says, the company's charter gives them that right exclusively. Class B shares in a SPAC are the founder shares, held by the people who set the company up, and they carry different rights from the Class A shares sold to the public.

The advisory proposals, numbered 4 and 5, do not bind the company — the filing calls them 'non-binding advisory' votes. They let shareholders register an opinion on governance terms such as the charter and bylaws of the surviving entities.

What this filing does not say is why the shares moved 42.9% on the day. The 8-K reports the vote results and the merger documents, but it contains no statement about the price move, and no source here explains it. What normally follows a successful SPAC vote is the closing of the transaction, after which the shell's old ticker is replaced by the combined company's listing — but this filing does not state a closing date, and nothing here should be read as a forecast of where the shares trade next.

What's next

The filing directs readers to a registration statement on Form S-4, which was declared effective on August 27, 2026, and to the definitive proxy statement/prospectus mailed to shareholders. Those documents contain the full description of the transaction terms, the redemption mechanics and the risk factors. Copies are available free on the SEC's website, and the company lists finance@arringtoncapital.com and finance@evernorth.xyz as contact addresses.

The filing includes the standard note that neither the SEC nor any state regulator has approved or disapproved the transaction, or passed on its merits or fairness.