Armada Acquisition Corp. II — Form 8-K Summary
Reporting date: September 30, 2026 (filed October 1, 2026). This filing reports results of an extraordinary shareholder meeting; it is not a financial-results filing.
Business context and shareholder vote
Shareholders voted on the proposed business combination involving Armada, Evernorth Holdings Inc. (“Pubco”), Ripple Labs Inc. and other parties under an agreement dated October 19, 2025, as amended. The proposal package also included a merger and the proposed domestication of Armada from the Cayman Islands to Delaware. The filing says the Delaware company would be named Arrington Capital SPAC I Inc.
As of the August 20, 2026 record date, 23,710,000 Class A and 7,880,000 Class B shares were outstanding and entitled to vote. A total of 21,877,045 shares, approximately 69%, were represented, constituting a quorum.
Voting results
| Proposal | For | Against | Abstentions | Result |
|---|---|---|---|---|
| Business combination | 20,514,034 | 1,362,081 | 930 | Approved |
| SPAC merger | 20,514,597 | 1,362,089 | 359 | Approved |
| Domestication (Class B holders only) | 7,880,000 | 0 | 0 | Approved |
| Advisory Delaware documents proposals | 20,506,476 | 1,367,320 | 3,249 | Approved, non-binding |
| Advisory Pubco organizational documents proposals | 20,500,138 | 1,372,670 | 4,237 | Approved, non-binding |
The adjournment proposal was not put to a vote because sufficient votes were present to approve the other proposals.
Financial metrics and period comparison
The filing provides no revenue, earnings, cash flow, margin, debt, liquidity, or other operating financial metrics, and no comparison with a prior period. It also provides no financial guidance.
Outlook, risks and other matters
The filing states that the registration statement on Form S-4 was declared effective on August 27, 2026, and that the definitive proxy statement/prospectus was filed and mailed to shareholders. Shareholder approval does not itself establish that the transaction has closed. The filing includes forward-looking statements concerning the transaction, the Convertible Notes transaction, anticipated benefits and timing, and future performance; it cautions that these statements are subject to risks and uncertainties and are not guarantees. The SEC has not approved or disapproved the proposed transactions.
Key facts for investors to verify
- Confirm whether and when the merger, private placement transactions, and Delaware domestication were completed, and review any subsequent filings.
- Review the effective Form S-4 and proxy statement/prospectus for transaction terms, financing, redemption information, and detailed risk factors.
- Verify the intended post-domestication company name: this filing identifies Pubco as Evernorth Holdings Inc. but says the domesticated company would be named Arrington Capital SPAC I Inc.