Announcement • Oct 21
Evernorth Holdings Inc. entered into a Business Combination Agreement to acquire Armada Acquisition Corp. II (NasdaqGM:AACI) in a reverse merger transaction. Evernorth Holdings Inc. entered into a Business Combination Agreement to acquire Armada Acquisition Corp. II (NasdaqGM:AACI) in a reverse merger transaction on October 19, 2025. Upon closing of the transaction, the combined company will operate under the Evernorth name and is expected to trade on Nasdaq under the ticker symbol "XRPN," subject to the satisfaction of the listing requirements.
The transaction is subject to the receipt of the Armada Acquisition Corp. Shareholder Approval, expiration or termination of any applicable waiting period under the HSR Act, effectiveness of the Registration Statement, the shares of Pubco Class A Stock having been approved for listing on Nasdaq, the New York Stock Exchange or another national stock exchange and SPAC Tangible Net Assets equaling or exceeding $5,000,001 as of the Closing Date.
Cohen and Company Capital Markets, a division of Cohen and Company Securities, LLC, and Northland Securities, Inc., are serving as financial advisors to Armada Acquisition Corp II. Derek Dostal, Evan Rosen and Dan Gibbons of Davis Polk & Wardwell LLP is serving as legal counsel to Evernorth. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Citigroup. Patrick Schultheis, Jeana S. Kim, Nathan Robinson, Ethan Lutske and Kenji Strait of Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Armada Acquisition Corp II.