Evernorth Holdings Inc. Warrants · XRPNW

Exhibit 99.1 Evernorth Names Hugo Jeandesboz Chief Investment Officer Former Coinbase Asset Management Co-Chief Investment Officer and Head of Solutions to lead XRP treasury strategy Evernorth also publishes updated number of shares issued to PIPE Delayed Funding Subscribers SAN FRANCISCO - October 12, 2026 - Evernorth Holdings Inc., (Nasdaq: XRPN), a digital asset treasury company building institutional access to the XRP economy at scale, today announced that Hugo Jeandesboz has joined Ever…

8-K · 2026-10-13 · 0001193125-26-419605

Exhibit 4.1 Execution Version WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of October 9, 2026 (the “Effective Date”), is by and among Evernorth Holdings Inc., a Nevada corporation (“Pubco”), Arrington Capital SPAC I Inc., a Delaware corporation (“SPAC”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referr…

8-K · 2026-10-09 · 0001193125-26-419146

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial statements present the combination of financial information of Pubco, SPAC and the Company, adjusted to give effect to the Transactions, which were consummated on October 9, 2026 (the “Closing Date”). The following unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical unaudited balance sheet of Pubco a…

8-K · 2026-10-09 · 0001193125-26-419146

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 e…

8-K · 2026-10-05 · 0001193125-26-414213

EX-4.1 2 d116959dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EVERNORTH HOLDINGS INC. $30,000,000 4.00% Convertible Senior PIK Note due 2031 NOTE PURCHASE AGREEMENT Dated September 11, 2026 T ABLE OF C ONTENTS SECTION HEADING PAGE ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────…

8-K · 2026-09-17 · 0001193125-26-393846

EX-99.2 8 d944435dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Consent to be Named as a Director Nominee Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 of Evernorth Holdings Inc. (the “Registrant”), and all amendment or supplements thereto (the “Registration Statement”), as a nominee to the board of directors of the Registrant, and to the filing of this consent as an exhibit …

S-4/A · 2026-04-07 · 0001193125-26-145587