Why did Evernorth and Armada Acquisition Corp. II amend their warrant agreement?

Company-reported Published October 7, 2026 2 min read

Evernorth Holdings announced on October 5, 2026 an amendment to Armada Acquisition Corp. II’s warrant agreement. The amendment conforms warrant exercise terms to Armada II’s IPO prospectus, the company said. Armada II is the special purpose acquisition company that Evernorth, a planned XRP treasury company, is combining with.

The full answer

What did Evernorth and Armada II announce?

Evernorth Holdings, a planned XRP treasury company combining with SPAC Armada Acquisition Corp. II, announced an amendment to Armada II’s warrant agreement. The stated aim is to conform warrant exercise terms to Armada II’s IPO prospectus [1]. The announcement is dated October 5, 2026 and was filed with the SEC as a business combination communication.

Who are the two companies?

Evernorth is a Nevada corporation that says it will enable XRP adoption at institutional scale. On October 20, 2025 it announced a business combination agreement with Armada II, a Nasdaq-listed special purpose acquisition company [3]. For background on the deal, see why Ripple signed the business combination agreement and what Evernorth is.

Where does the merger stand?

Armada II shareholders approved the business combination at the September 30, 2026 meeting, with 20,514,034 votes for and 1,362,081 against. The company filed its report on October 1, 2026 [2]. The same filing says shareholders approved the merger proposal and the company’s domestication from a Cayman Islands exempted company to a Delaware corporation to be named Arrington Capital SPAC I Inc. [2]. The vote is covered in more detail in the page on the Armada II shareholder approval.

What does conforming warrant terms to the prospectus mean?

Warrants give holders the right to buy shares on set terms. In a SPAC, the IPO prospectus describes them and the warrant agreement governs them. Conforming one to the other suggests the agreement’s wording differed from the prospectus on some exercise term, and the amendment removes the gap. That is my reading of the stated purpose. Neither company has described it that way in the sources reviewed.

What is not known?

As of October 7, 2026, the sources reviewed do not say which exercise terms changed or whether the change affects the expected closing. Readers who want the exact wording should read the filing itself [1].

What is the other side of the story?

An amendment filed after a shareholder vote can raise questions about whether holders had the final terms when they voted. The sources reviewed do not report any such complaint. For a separate question about how Ripple’s business affects XRP, see whether Ripple’s success lifts XRP.

What we know

Evernorth said on October 5, 2026 that it and Armada II amended Armada II’s warrant agreement to conform warrant exercise terms to its IPO prospectus.
Evernorth and Armada II signed a business combination agreement, announced October 20, 2025, under which Evernorth would go public through the SPAC.
Armada II shareholders approved the business combination at the September 30, 2026 meeting, with 20,514,034 votes for and 1,362,081 against, according to the company’s October 1, 2026 filing.
At that meeting shareholders also approved the merger proposal and the move from a Cayman Islands exempted company to a Delaware corporation, according to the October 1, 2026 filing.

What we reason Analysis

A SPAC’s warrants are described in its IPO prospectus and governed by the warrant agreement. An amendment that conforms the agreement to the prospectus reads as a wording correction, not a new deal term. That is my reading of the stated purpose; neither company has described it that way.

What's still open

As of October 7, 2026, which exercise terms were changed has not been made public, so what the amendment changes for warrant holders is unknown.
As of October 7, 2026, nothing public says whether the amendment affects the expected closing of the merger.

In plain English

Evernorth is a company planning to hold XRP, and it is merging with a shell company called Armada II to become publicly traded. Armada II issued warrants, which are rights to buy shares at set terms. Evernorth said it changed the warrant agreement so the terms match what Armada II told investors when it first listed. The announcement states this purpose and no more.

Sources

Evernorth Announces Armada II Warrant Agreement Amendment (Form 425) — U.S. Securities and Exchange Commission (EDGAR), 2026-10-05 Primary
Armada Acquisition Corp. II reports material event (Form 8-K) — Stock Titan, republishing the SEC filing, 2026-10-01 Primary
Evernorth to Go Public with Over $1 Billion in Gross Proceeds — PR Newswire, 2025-10-20 Company-reported

Update log

October 7, 2026 — Published.

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