Form 8-K Filing Summary

On September 11, 2026, Evernorth Holdings Inc. entered into a note purchase agreement with NH Investment & Securities Co. to issue $30.0 million in aggregate principal amount of its 4.00% Convertible Senior PIK Notes due 2031. The closing of this issuance is conditioned upon and expected to occur concurrently with the closing of the business combination between Armada Acquisition Corp. II and Pathfinder Digital Assets LLC, which is anticipated in the fourth quarter of 2026. This business combination involves multiple entities including Armada Acquisition Corp. II, Evernorth Holdings Inc., and Ripple Labs Inc. A registration statement on Form S-4 has been declared effective by the SEC, containing a proxy statement and prospectus for the proposed transactions. Shareholders of record on August 20, 2026, were mailed the definitive proxy statement/prospectus. The report also includes forward-looking statements regarding the convertible notes transaction and the business combination, cautioning that actual results may differ due to risks and uncertainties.