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BCS

Current Report · Items 7.01, 9.01 · 8-K

Evernorth Holdings Inc.

Regulation FD Disclosure

Item 7.01 Regulation FD. On October 5, 2026, Evernorth Holdings Inc. (the “Company”) issued a press release regarding an amendment that Armada Acquisition Corp. II, the counterparty in the previously announced proposed business combination, has made to its existing warrant agreement. A copy of the press release is filed hereto as Exhibit 99.1.

Filed Oct 5, 2026Accepted Oct 5, 2026, 4:54 PM EDTCIK 2092592Accession 0001193125-26-414213
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Company context

Evernorth Holdings Inc. (Nasdaq: XRPN) is a publicly traded digital asset treasury company that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Evernorth holds one of the largest XRP treasuries of any public company and puts that XRP to work, pursuing strategies designed to grow XRP per share over time through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities. To learn more, visit www.evernorth.xyz.

Recent company filings

  1. POS AM filingOct 14, 2026
  2. Regulation FD Disclosure · Other EventsOct 13, 2026
  3. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics · Change in Shell Company Status · Regulation FD DisclosureOct 9, 2026
  4. 3 filingOct 9, 2026
  5. 3 filingOct 9, 2026

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD. On October 5, 2026, Evernorth Holdings Inc. (the “Company”) issued a press release regarding an amendment that Armada Acquisition Corp. II, the counterparty in the previously announced proposed business combination, has made to its existing warrant agreement. A copy of the press release is filed hereto as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 (by filename) d340775dex991.htm

Exhibit 99.1 On October 5, 2026, Evernorth Holdings Inc., a Nevada corporation (“Evernorth”), announced that Armada Acquisition Corp. II (“Armada II”) has entered into an amendment (the “Amendment”) to its warrant agreement that was entered into in connection with Armada II’s initial public offering of units (the “IPO”). The warrant agreement was dated May 20, 2025, between Armada II and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). The Amendment was entered into to conform the provisions of the Warrant Agreement to the description of the warrants and the Warrant Agreement contained in the prospectus for the IPO. That prospectus indicated that the warrants issued by Armada II in the IPO would become exercisable on the later of the consummation of Armada II’s initial business combination and 12 months after the closing of the IPO. The Warrant Agreement now provides for the same exercise period as a result of the execution of the Amendment and, in the case of a warrant held through The Depository Trust Company, remains subject to the requirement that the warrant be properly delivered in accordance with the procedures of The Depository Trust…

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