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Form 4 Armada Acquisition Corp. For: Oct 09 Filed by: Arrington XRP Capital Fund, LP

October 13, 2026 6:24 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Arrington XRP Capital Fund, LP

(Last) (First) (Middle)
C/O ARRINGTON XRP CAPITAL FUND, LP
382 NE 191ST ST., SUITE 52895

(Street)
MIAMI FL 33179-3899

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Armada Acquisition Corp. II [ XRPN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 10/09/2026 D (1) 230,694 D (1) 169,306 D
Class A Ordinary Shares 10/09/2026 D (2) 169,306 D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 10/09/2026 J 4,544,672 (1) (1) (1) Class A Ordinary Shares 4,544,672 (1) 3,335,328 D
Warrants (1) 10/09/2026 J 115,347 (1) (1) (1) Class A Ordinary Shares 115,347 (1) 84,653 D
Class B Ordinary Shares (2) 10/09/2026 J 3,335,328 (2) (2) (2) Class A Ordinary Shares 3,335,328 (2) 0 D
Warrants (2) 10/09/2026 J 84,653 (2) (2) (2) Class A Ordinary Shares 84,653 (2) 0 D
Explanation of Responses:
1. Immediately prior to the Company Merger Effective Time as defined in the Business Combination Agreement dated October 19, 2025 (as amended on August 12, 2026, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among the Issuer, Evernorth Holdings Inc. ("Pubco") and the other parties thereto, the Reporting Person forfeited 230,694 Class A ordinary shares, 4,544,672 Class B ordinary shares and 115,347 warrants of the Issuer for cancellation and for no consideration pursuant to the Sponsor Support Agreement, dated October 19, 2025 (as amended on August 12, 2026, the "Sponsor Support Agreement"), based on an adjustment factor as provided therein.
2. On October 9, 2026, in connection with the closing of the Business Combination, (i) each outstanding Class A ordinary share of the Issuer automatically converted into one share of Class A common stock of Pubco, (ii) each outstanding Class B ordinary share of the Issuer automatically converted into one Class A ordinary share of the Issuer, which in turn automatically converted into one share of Class A common stock of Pubco, and (iii) each outstanding warrant of the Issuer automatically converted to one warrant to purchase one share of Class A common stock of Pubco. As a result, Reporting Person no longer beneficially owns any securities of the Issuer.
Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner 10/13/2026
** Signature of Reporting Person Date
Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member 10/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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