Armada Acquisition Corp. II’s Item 5.07 Form 8-K, filed October 1, confirms that shareholders approved the condition-precedent proposals for its business combination with Evernorth Holdings Inc. at the September 30, 2026 extraordinary general meeting.
A quorum of 21,877,045 SPAC common shares — about 69% of shares entitled to vote — was represented. The Business Combination Proposal passed 20,514,034 for, 1,362,081 against, and 930 abstentions. The Merger Proposal passed 20,514,597 for, 1,362,089 against, and 359 abstentions. Only Class B holders voted on domestication; that proposal cleared unanimously, 7,880,000 for and none against. Non-binding advisory document proposals also passed. The adjournment proposal was not presented because enough votes were already on the table.
Approval clears the shareholder-vote condition in the Business Combination Agreement among Armada, Evernorth (Pubco), Pathfinder Digital Assets LLC, merger subsidiaries, and Ripple Labs Inc. It does not close the deal. Armada’s September 17 8-K still pegs expected closing in the fourth quarter of 2026, subject to customary conditions — including Nasdaq listing clearance for Pubco’s Class A common stock and warrants after notice of issuance, and funding and contribution conditions under the subscription and contribution agreements.
Ticker hygiene matters. Armada’s Class A ordinary shares already trade on Nasdaq as XRPN (units XRPNU; warrants XRPNW). The combined company is also expected to trade under XRPN once closing and listing conditions are satisfied. Shareholder approval is not the same event as closing, and closing is not a same-day debut of a new public float.
Evernorth describes itself as a digital-asset treasury that intends to hold and actively manage XRP and allocate capital across XRP-linked infrastructure under public-company disclosure. Company materials have pointed to an expected treasury of at least about 473.3 million XRP at closing — a figure that remains contingent on close and on counterparties funding contributions as committed. A separate $30 million convertible senior PIK note facility at Evernorth is also conditioned on closing concurrently with the combination.
Public shareholders could vote for the deal and still redeem; the redemption deadline was September 28. Final cash left in the trust for the combined company will depend on redemptions, expenses, and whether private-placement parties fund — numbers that typically land in later closing disclosures, not in the vote 8-K.
What to watch next: closing announcements, any redemption and trust-cash updates, and Nasdaq listing notice for the combined company’s securities. Until those land, the clean fact is that the inspector’s tally is now on EDGAR — and the rails from vote to listed treasury company still have conditions left to clear.
Sources: SEC; SEC; PR Newswire