Evernorth Holdings registers 5,218,935 shares for sale

Cover page 359 changes

February 12, 2026. The draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to filed with the Securities and Exchange Commission on October 23, 2026

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THE SECURITIES ACT OF 1933

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Nevada 6199 39-4156999

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(Primary Standard Industrial

Incorporation or Organization) (Primary Standard Industrial

Classification Code Number) (I.R.S. Employer

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For co-registrant, see " Table of Co-Registrant " on the following page.

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Wilson Sonsini Goodrich & Rosati, P.C.

701 Fifth Ave., Suite 5100

Statement becomes effective.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Approximate date of commencement of proposed sale of the securities to the public As soon as practicable : From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Smaller reporting company

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☒

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

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Exact Name of Co-Registrant as

Specified in its Charter(1)(2)

Pathfinder Digital Assets LLC

The co-registrant has the following principal executive offices: 600

Battery St., San Francisco, California 94111.

The agent for service for the co-registrant is: c/o The Corporation

Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, (800) 677-3394.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION,

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ARMADA

ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO SHARES OF CLASS A COMMON STOCK AND WARRANTS OF EVERNORTH HOLDINGS

INC. (IN CONNECTION WITH THE TRANSACTIONS DESCRIBED HEREIN)

The board of directors of Armada Acquisition Corp. II, a Cayman Islands exempted company (the "SPAC"), has unanimously approved that certain Business Combination Agreement, dated as of October 19, 2025 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among SPAC, Evernorth Holdings Inc., a

Nevada corporation ("Pubco"), Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco ("SPAC Merger Sub"), Pathfinder Digital Assets LLC, a Delaware limited liability company (the

"Company"), Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco ("Company Merger Sub") and Ripple Labs Inc., a Delaware corporation ("Ripple"), a copy of which is attached to this proxy statement/prospectus as Annex A.

The Business Combination Agreement provides that, among other things, upon the consummation of the transactions contemplated thereby (the "Closing" and the date and time at which the Closing is actually held, the "Closing Date") and upon the terms and subject to the conditions set forth therein, (a) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the "Company Merger"), with holders of Company units (each, a "Company Unit") receiving one share of Class A common stock, par value $0.001 per share, of Pubco ("Pubco Class A Common Stock") for each Company Unit, subject to certain reductions and other limitations imposed on the Contributor Related Parties, as set forth in the Business Combination Agreement, and (b) simultaneously with the Company Merger, SPAC Merger Sub will merge with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity (the "SPAC Merger" and, together with the Company Merger, the "Mergers" and, together with the other transactions contemplated by the Business Combination Agreement and the other Ancillary Agreements, the "Transactions"), with (x) stockholders of SPAC Delaware receiving one share of Pubco Class A Common Stock for each SPAC Class A Share held by such shareholder, and (y) warrantholders of SPAC Delaware receiving one warrant to purchase one share of Pubco Class A Common

Stock for each warrant to purchase one SPAC Class A Share held by such warrantholders. Upon consummation of the Mergers and the Transactions, Pubco will become a publicly traded company, in each case upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. "SPAC Class A Shares" means, prior to the SPAC Domestication, the Class A ordinary shares, par value $0.0001 per share, of SPAC and after the SPAC Domestication, the shares of Class A common stock, par value $0.0001 per share, of SPAC Delaware.

Subject to obtaining the

required shareholder approvals, at least one Business Day prior to the Closing Date, SPAC will transfer by way of continuation to and domesticate as a Delaware corporation (the "SPAC Domestication," and SPAC immediately following the

SPAC Domestication and prior to the Closing, "SPAC Delaware"). In connection with the SPAC Domestication, (i) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of SPAC shall convert automatically into one share of Class A common stock, par value $0.0001 per share, of SPAC Delaware having the rights, powers and preferences, and the obligations, set forth in the Proposed Certificate of Incorporation; (ii) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of SPAC shall convert automatically into one share of Class B common stock, par value $0.0001 per share, of SPAC Delaware having the rights, powers and preferences, and the obligations, set forth in the Proposed Certificate of Incorporation; (iii) each then issued and outstanding SPAC Warrant shall convert automatically into a warrant to acquire one share of Class A common stock, par value $0.0001 per share, of SPAC Delaware on the same terms as the SPAC Warrant pursuant to the Warrant Agreement; and (iv) each then issued and outstanding SPAC Unit shall convert automatically into one unit of SPAC Delaware that entitles the holder to one share of Class A common stock, par value $0.0001 per share, of SPAC Delaware and one-half of one warrant to acquire one share of Class A common stock, par value $0.0001 per share, of SPAC Delaware.

At the SPAC Merger Effective Time, Pubco will issue to

warrantholders of SPAC Delaware one warrant to purchase one share of Pubco Class A Common Stock (each, a "Pubco Warrant") for each warrant to purchase one SPAC Class A Share held by such warrantholders ("SPAC Public

Arrington XRP Capital Fund, LP, a Delaware limited partnership (solely in its capacity as sponsor of SPAC, the

"Sponsor"), also agreed to forfeit for no consideration, immediately prior to the Company Merger Effective Time, 120,000 SPAC Class A Shares, 2,364,000 SPAC Class B Shares and 60,000 SPAC Private Warrants. The Sponsor will exchange its remaining SPAC Private Warrants for Pubco Warrants. The Pubco Warrants will have substantially the same terms as the SPAC Private Warrants. Additionally, on September 9, 2025, the representatives of the underwriters in the

SPAC's initial public offering (the "SPAC IPO"), on behalf of all such underwriters, agreed to, in connection with the closing of the Transactions, reimburse a portion of the SPAC's bona fide documented fees and expenses incurred in connection with the SPAC IPO in an amount of $2,300,000, with such amount decreased by $0.10 for every SPAC Class A Share in respect of which a Public Shareholder exercises its redemption rights.

In connection with the Closing, Pubco may issue three classes of common stock with different voting and economic rights. The Pubco

Class A Common Stock will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, and will be listed for trading on Nasdaq or another national securities exchange. Each share of

Pubco Class A Common Stock will be entitled to one vote per share. The Pubco Class B Common Stock will be entitled to one vote per share but will not have any economic rights and will not be listed for trading or transferable unless a corresponding number of units of the Company Surviving Subsidiary are transferred to the same person. However, no shares of Pubco Class B Common Stock are expected to be issued or outstanding immediately following the Closing. Shares of Pubco

Class C Common Stock will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, but will have no voting rights except as required by the Nevada Revised Statutes and except with respect to certain amendments of the Amended and Restated Pubco Charter (as defined below) and will not be listed for trading or transferable, and will be convertible into Pubco Class A Common Stock at the election of the holder from time to time.

Immediately following the Closing, the Pubco Class A Common Stock will be held by the former SPAC Delaware stockholders, the

Advance Funding Subscribers (as defined below), the Delayed Funding Subscribers (as defined below), the Contributor Related Party Entity (as defined below), Ripple and the Sponsor (as defined below), while the Pubco Class C Common Stock will be held only by the Sponsor, and no shares of Pubco Class B Common Stock will be issued or outstanding. The Company Units will be exchangeable for Pubco Class A Common Stock or the cash equivalent, at Pubco's election, on the terms and subject to the conditions of the Company A&R LLCA (as defined below).

Assuming the Closing SPAC Price is $10.00, the price per

share of Pubco Class A Common Stock and the price per warrant of Pubco Warrants is $11.50. The value of the consideration that Public Shareholders will receive in connection with the Business Combination is $230,000,000, assuming the Closing SPAC

Share Price is $10.00. Assuming no Redemptions by the Public Shareholders, immediately following the Closing, the Public Shareholders will hold 23,000,000 shares of Pubco Class A Common Stock, the Advanced Funding Subscribers will hold

21,546,963 shares of Pubco Class A Common Stock, the Delayed Funding Subscribers will hold 1,097,321 shares of Pubco Class A Common Stock, the Contributor Related Party Entity will hold 1,832,875 shares of Pubco Class A Common Stock, the Sponsor will hold 13,026,926 shares of Pubco Class A Common Stock and Ripple will hold 4,647,857 shares of Pubco Class A Common Stock, in each case excluding the impact of Pubco Warrants. For more information about the value and number of shares of Pubco Class A Common Stock and Pubco Warrants expected to be held by the Public Shareholders, the Advance Funding

Subscribers, the Delayed Funding Subscribers, the Contributor Related Party Entity, the Sponsor and Ripple immediately following the Closing, see the sections entitled " Summary of the proxy statement/prospectus—Ownership of Pubco After the Transactions ," " Questions and Answers About the Proposals—What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor, Ripple, and their affiliates hold in Pubco immediately after the completion of the Transactions and the Private Placement Investments? " in this proxy statement/prospectus.

Material Financing Transactions

Contribution Agreement

Concurrently with the execution of the Business Combination Agreement, Ripple, Pubco and the Company entered into a contribution agreement (the

"Contribution Agreement"), pursuant to which Ripple contributed to the Company 126,791,458 XRP tokens (the "Contributed XRP"), in a private placement (the "Initial Contribution"), in exchange for the Company issuing to Ripple a number of Company Units (the "Ripple Subscribed Units") equal to the Ripple Initial Subscribed Units. At Closing, the Company may also issue to Ripple the Contributor Adjustment Units, if any.

For purposes of the Contribution Agreement:

"Ripple Initial Subscribed Units" means the quotient of (i) the Contributor Units Subscription

Price and (ii) $10.00;

"Contributor Units Subscription Price" means such amount (in USD) equal to the product of (x) the Contributed XRP and (y) the Signing XRP Price; and

"Contributor Adjustment Units" means such number of shares of Company Units equal to the product of (i) the number of Ripple Initial Subscribed Units issuable to Ripple and (ii) the difference between (1) the quotient of the Closing XRP Price and the Signing XRP Price and (2) one.

Prior to and effective upon closing, Pubco, Ripple and the Contributor Related Party Entity will enter into the Company A&R LLCA.

The Contribution Agreement may be terminated prior to the Closing as follows: (a) by the mutual written consent of the parties thereto and SPAC; or (b) automatically with no further action required by the parties thereto if the Business Combination Agreement is terminated in accordance with its terms.

Advance Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into advance funding subscription agreements (collectively, the "Advance Funding Subscription Agreements") with certain institutional investors and individual accredited investors (the "Advance Funding Subscribers"), pursuant to which the Advance Funding

Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock (the "Advance Funding Shares") for $214.05 million in cash and a contribution of 600,000 XRP tokens in a private placement (the "Advance Funding Subscription"), upon the terms and subject to the conditions set forth therein. Advance Funding Subscribers will receive a number of Advance Funding Shares at the closing of the Advance

Funding equal to the sum of (a) the Advance Funding Initial Subscribed Shares and (b) the Advance Funding Adjustment Shares, if any. For purposes of the Advance Funding Subscription Agreements:

"Advance Funding Initial Subscribed Shares" means the quotient of (i) the Advance Funding

Subscription Price and (ii) $10.00;

"Advance Funding Subscription Price" means (a) if the Advance Funding Subscriber elected to subscribe for the Advance Funding Shares with cash, the amount of cash contributed as set forth on the signature page to its Advance Funding Subscription Agreement or (b) if the Advance Funding Subscriber elected to subscribe for the Advance

Funding Shares with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Advance Funding Subscription Agreement and (y) the Signing XRP Price;

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and 279 more changes in the filing

Forward-looking statements 23 changes

Certain statements in this proxy statement/prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding SPAC, Pubco and the Company and their respective management teams' expectations, hopes, beliefs, intentions or strategies regarding the future.

Certain statements in this prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus prospectus may include, for example, statements about:

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• the outcome of the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions;

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• Pubco's ability to give provide its shareholders stockholders with exposure to XRP assets and to participate in Pubco's capital markets plans, as well as the use of proceeds of any potential future capital raises;

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Pubco's future financial condition and performance and the expected financial impacts of the Transactions;

the satisfaction of closing conditions to the Transactions.

You should not place undue reliance on these

the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of securities of SPAC or Pubco;

the risk that the Transactions may not be completed by the end of the Combination Period;

the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of SPAC shareholders;

• Pubco's custodial arrangements, counterparty relationships, information-security framework and ability to safeguard its XRP holdings; and • Pubco's future financial condition and performance and the expected financial impacts of the Transactions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of SPAC, Pubco or the xiv Company as of any subsequent date, and neither SPAC, the Company nor Pubco undertake undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how You should vote your shares not place undue reliance on the Proposals. these forward-looking statements in evaluating an investment in Pubco Class A Common Stock. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

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the level of redemptions of the Public Shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of the Public Shares or the shares of Pubco Class A Common Stock;

• the reduced public float of, and reduced liquidity of the trading market for, Pubco Class A Common Stock following the Transactions;

• the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the costs related to the Transactions and as a result of Pubco becoming a public company; Closing;

• costs related to the Transactions and as a result of Pubco becoming a public company;

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• the risk that Pubco's stock price will be highly correlated to the price of XRP and that the price of XRP may decrease between the signing of the Business Combination Agreement and the Closing or at any time after the Closing;

• risks related to increased competition in the industries in which Pubco will operate; operates;

• risks relating to significant legal, commercial, regulatory and technical uncertainty regarding XRP and the industries in which Pubco will operate; operates;

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• Pubco being considered to be a "shell company" by any securities exchange on which Pubco Class A Common Stock will be is listed or by the SEC, which may impact Pubco's ability to list Pubco Class A Common Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities;

• the outcome of any potential legal proceedings that may be instituted against Pubco SPAC or others following the announcement of the Transactions; and • other risks and uncertainties described in this proxy statement/prospectus, prospectus, including those under the section entitled " Risk Factors ."

While forward-looking statements reflect SPAC's, Pubco's and the Company's good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, SPAC, Pubco and the Company disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. prospectus. For a further discussion of these and other factors that could cause SPAC's, Pubco's and the Company's future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled " Risk Factors ." You should not place undue reliance on any forward-looking statements, which are based only on information currently available to SPAC, Pubco and the Company.

Financial Statement Presentation 11 changes

Pubco was incorporated in

This proxy statement/prospectus contains:

Pubco was incorporated in Nevada on August 29, 2025, for the purpose of effectuating the Transactions described herein. Prior to the Transactions, Pubco currently has had not commenced material operations beyond initial formation activities and preparatory steps related to the Mergers and the Transactions and does did not currently operate any businesses. Following the Transactions, Pubco will operate operates a business and the financial statements of Pubco included in this proxy statement/prospectus prospectus have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The unaudited pro forma combined financial information presented in this proxy statement/prospectus prospectus have been prepared in accordance with U.S. GAAP and denominated in U.S. dollars. The fiscal year end of Pubco is December 31. SPAC The financial statements of SPAC included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP. The fiscal year end of the SPAC is September 30.

As an emerging growth company, Pubco has elected to use the extended transition period for complying with new or revised accounting standards as permitted under Section 7(a)(2)(B) of the Securities Act. Accordingly, the financial statements of the Pubco included in this prospectus reflect the adoption of new accounting standards using private company (non PBE) effective dates.

The Company was formed in Delaware on July 18, 2025 as a Delaware limited liability company. The financial statements of the Company SPAC included in this proxy statement/prospectus prospectus have been prepared in accordance with U.S. GAAP. The fiscal year end of the Company SPAC is December 31. September 30.

The Company was formed in Delaware on July 18, 2025 as a Delaware limited liability company. The financial statements of the Company included in this prospectus have been prepared in accordance with U.S. GAAP. The fiscal year end of the Company is December 31.

This prospectus contains:

• the audited financial statements of SPAC as of September 30, 2025 and for the period from October 3, 2024 (inception) to through September 30, 2025, and the unaudited financial statements of SPAC as of June 30, 2026 and for the three and nine months ended June 30, 2026, for the three months ended June 30, 2025 and for the period from October 3, 2024 (inception) through June 30, 2025;

• the audited financial statements of Pubco as of December 31 and September 30, 2025, and for the period from August 29, 2025 (inception) to September 30, December 31, 2025, and the unaudited condensed financial statements of Pubco as of June 30, 2026, and for the six months ended June 30, 2026; and • the audited financial statements of the Company as of December 31 and September 30, 2025, and for the period from July 18, 2025 (inception) to September 30, December 31, 2025, and the unaudited condensed financial statements of the Company as of June 30, 2026, and for the six months ended June 30, 2026.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus prospectus has been taken from the audited and unaudited financial statements of SPAC, Pubco and the Company, as applicable, included in this proxy statement/prospectus. prospectus.

In this proxy statement/prospectus, prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to "$," "USD," "dollar" and "U.S. dollar" each refer to the legal currency of the United States.

Industry and Market Data 4 changes

Industry publications, research, studies and

In this proxy statement/prospectus, prospectus, Pubco and the Company and SPAC rely on and refer to industry data, information and statistics regarding the markets in which Pubco competes from publicly available information, industry and general publications and research and studies conducted by third parties. Each of Pubco and the Company and SPAC has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which Pubco will operate operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled " Risk Factors." Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of Pubco and the Company and SPAC believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus prospectus entitled " Risk Factors. " These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus prospectus to the contrary, Pubco and the Company and SPAC are responsible for all disclosures in this proxy statement/prospectus. prospectus.

Trademarks, Trade Names and Service Marks 2 changes

This proxy statement/prospectus prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Pubco, the Company SPAC and their respective affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus prospectus may appear without the applicable ® , ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

Risk factors 436 changes

Throughout this section,

The following risk factors may have a material adverse effect on the our business, financial condition and results of operations of Pubco, the Company and SPAC following the completion of the Transactions. Closing. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Pubco's our business, prospects, financial condition and operating results following the completion of the Transactions. Closing. You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this proxy statement/prospectus, prospectus, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements," before deciding how whether to vote your shares of SPAC invest in Pubco Class A Common Shares. Stock. Please see the section entitled "Where You Can Find More Information" in this proxy statement/prospectus. Pubco, the Company and SPAC prospectus. We may face additional risks and uncertainties that are not presently known to them us or that they we currently deem immaterial, which may also impair Pubco's our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the consolidated financial statements of Pubco and the Company and the financial statements of SPAC and notes thereto included elsewhere in this proxy statement/prospectus. prospectus.

Throughout this section, unless otherwise indicated or the context otherwise requires, references to "Pubco," "we," "us," "our," and other similar terms refer to Pubco and its consolidated subsidiaries, including the Company, after giving effect to the Transactions.

Risks Related to the Committed Equity Financing

It is not possible to predict the actual number of shares of Pubco Class A Common Stock, if any, we will sell under the Purchase Agreement to Cantor, or the actual gross proceeds resulting from those sales.

On October 23, 2026, we entered into the Purchase Agreement with Cantor, pursuant to which Cantor has committed to purchase up to 5,218,935 shares of Pubco Class A Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The Pubco Class A Common Stock that may be issued under the Purchase Agreement may be sold by us to Cantor at our discretion from time to time until the first day of the month next following the 14-month anniversary of the date of the Purchase Agreement. We generally have the right to control the timing and amount of any sales of Pubco Class A Common Stock to Cantor under the Purchase Agreement. Sales of Pubco Class A Common Stock, if any, to Cantor under the Purchase Agreement will depend upon market conditions and other factors to be determined by us.

We may ultimately decide to sell to Cantor all, some or none of the Pubco Class A Common Stock that may be available for us to sell to Cantor pursuant to the Purchase Agreement. Because the purchase price per share of Pubco Class A Common Stock to be paid by Cantor for the shares of Pubco Class A Common Stock that we may elect to sell to Cantor under the Purchase Agreement, if any, will fluctuate based on the market prices of the Pubco Class A Common Stock at the time we elect to sell shares to Cantor pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Pubco Class A Common Stock that we will sell to Cantor under the Purchase Agreement, the purchase price per share that Cantor will pay for shares of Pubco Class A Common Stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Cantor under the Purchase Agreement.

The Purchase Agreement provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the Purchase Agreement, direct Cantor to purchase up to 5,218,935 shares of Pubco Class A Common Stock and such shares are being registered for resale under the registration statement that includes this prospectus. Because the market prices of the Pubco Class A Common Stock may fluctuate from time to time after the date of this prospectus, the actual purchase prices to be paid by Cantor for Pubco Class A Common Stock that we direct it to purchase under the Purchase Agreement , or the actual gross proceeds to be raised by us from those sales, also may fluctuate significantly based on the market price of the Pubco Class A Common Stock. The number of shares of Pubco Class A Common Stock ultimately offered for sale by Cantor is dependent upon the number of shares of Pubco Class A Common Stock, if any, we ultimately elect to sell to Cantor under the Purchase Agreement. However, even if we elect to sell shares of Pubco Class A Common Stock to Cantor pursuant to the Purchase Agreement, Cantor may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices.

Investors who buy Pubco Class A Common Stock from Cantor at different times will likely pay different prices. Pursuant to the Purchase Agreement, we will have discretion, to vary the timing, price and number of shares of Pubco Class A Common Stock sold to Cantor.

If and when we elect to sell Class A Common Stock to Cantor pursuant to the Purchase Agreement, after Cantor has acquired such Class A Common Stock, Cantor may resell all, some or none of such Class A Common Stock at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase Class A Common Stock from Cantor in this offering at different times will likely pay different prices for such Class A Common Stock, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the Pubco Class A Common Stock they purchase from Cantor in this offering as a result of future sales made by us to Cantor at prices lower than the prices such investors paid for their Class A Common Stock in this offering. In addition, if we sell a substantial number of shares of Pubco Class A Common Stock to Cantor under the Purchase Agreement, or if investors expect that we will do so, the actual sales of Pubco Class A Common Stock or the mere existence of our arrangement with Cantor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

We may use proceeds from sales of Pubco Class A Common Stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

We will have broad discretion over the use of proceeds from sales of Pubco Class A Common Stock made pursuant to the Purchase Agreement, including for any of the purposes described in the section entitled "Use of Proceeds," and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. However, we have not determined the specific allocation of any net proceeds among these potential uses, and the ultimate use of the net proceeds may vary from the currently intended uses. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of the Pubco Class A Common Stock.

Cantor may terminate the Purchase Agreement in its discretion upon the occurrence of certain events, and certain conditions to our ability to sell shares to Cantor are within Cantor's sole discretion, which may limit or eliminate our access to the Facility.

Cantor has the right to terminate the Purchase Agreement upon three trading days' prior written notice upon the occurrence of certain events, including if Cantor, in its sole and absolute discretion, identifies material unsatisfactory information in the course of its due diligence review of us, identifies facts relating to us that pose a material reputational risk to Cantor or its affiliates, or determines that a regulatory position taken by a governmental authority or a change in applicable law or regulation will adversely impact Cantor or CF&CO. Further, our right to deliver VWAP Purchase Notices is subject to conditions, including the completion of a due diligence review of us satisfactory to Cantor and, in Cantor's sole discretion, Cantor not being in possession of material non-public information concerning us. If Cantor terminates the Purchase Agreement, or if any such condition is not satisfied, we may be unable to access the Facility when needed or at all, and we will not be entitled to a refund of the Upfront Commitment Fee. In such event, we may be required to seek alternative sources of financing, which may not be available on favorable terms or at all.

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Neither Pubco nor the Company

Neither Pubco we nor the Company Pathfinder has any operating history or has produced any revenues, which make makes it difficult to evaluate Pubco's our business, future prospects and ability to achieve or maintain profitability in any given period.

Neither we nor Pathfinder has any operating history. As a result, the volatile nature of the price of XRP, which will constitute constitutes a substantial part of our assets, makes it difficult to evaluate our future prospects. The Company's Pathfinder's lack of operating history will also make it difficult to accurately forecast the future results of operations, which is subject to a number of uncertainties, including Pubco's our ability to grow its our XRP per share (i.e., the amount of XRP attributable to Pubco us per fully diluted share) and its our yield per token (i.e., the incremental XRP generated by our yield-generating strategies per token deployed over a given period). See " The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators " for more information on our key performance indicators, or our KPIs.

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If we are not able to achieve or maintain positive cash flow from operations, or if the price of XRP declines significantly, our business may be adversely impacted and we may require additional financing, which may not be available on favorable terms or at all, may restrict the distribution of dividends or other payments to shareholders, or may be dilutive to our shareholders.

We will encounter risks and difficulties as described in this section. If we do not manage these risks successfully, our business may be adversely impacted. If Pubco's assumptions regarding these risks and uncertainties and its future growth are incorrect or change adversely, or if Pubco does not address these risks successfully, Pubco's operating and financial results could differ materially from its expectations, and its business could suffer. If our revenue growth rate, when we are at a revenue generation stage, were to decline significantly or become negative, it could adversely affect our operating results and financial condition. If we are not able to achieve or maintain positive cash flow from operations, or if the price of XRP declines significantly, our business may be adversely impacted and we may require additional financing, which may not be available on favorable terms or at all, may restrict the distribution of dividends or other payments to stockholders, or may be dilutive to our stockholders.

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We expect that our operating results will continue

to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

Our operating results will be dependent on the broader digital asset and XRP economy. Due to the rapidly evolving nature of digital assets and the volatile price of XRP, which has experienced and continues to experience significant volatility, we expect that our operating results will fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader XRP economy. Digital asset prices, including XRP, have experienced significant and sudden changes, including for example rising prices throughout 2021 followed by steep drawdowns in the fourth quarter of 2021, and throughout 2022, and digital asset prices have continued to fluctuate through 2023, 2024, 2025 and to date in 2025. 2026. Extreme volatility in the future, including further declines in the trading prices of XRP, could have a material adverse effect on the value of Pubco Class A Common Stock and Pubco Class A Common Stock could lose all or substantially all of its value. Furthermore, negative perception, a lack of stability and standardized regulation in the digital asset economy may reduce confidence in the digital asset economy and may result in greater volatility in the price of XRP and other digital assets, including a depreciation in value. See " —XRP price volatility and sustained declines could cause losses and adversely affect our business, financial condition and ability to execute our strategy. " We expect that our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

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• legal, commercial and regulatory uncertainty regarding XRP and other digital assets due to their novelty (see " — • —XRP and other digital assets are novel assets, which will expose Pubco to significant legal, commercial and regulatory uncertainty, which could materially adversely affect Pubco's financial position, operations and prospects ");

• changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict and the broadening of the Israel-Hamas conflict, and the ongoing conflicts in Israel, the Gaza Strip, Syria, Iran and Lebanon, to other countries in the Middle East;

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In addition, the stock market

Our XRP acquisition strategy

XRP is a highly volatile asset. For example, based on the CME CF

Our primary counterparty risk with respect to our XRP is expected to be custodian performance obligations under the custody arrangements we will enter into. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our XRP holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our XRP, could have a material adverse effect on our business, prospects, financial condition and operating results. See " The Company will face risks relating to the custody of its XRP, including the loss or destruction of private keys required to access our XRP and cyberattacks or other data loss relating to our XRP. If the Company or its third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to the Company's XRP, or if the Company's private keys are lost or destroyed, or other similar circumstances or events occur, including the ability to reverse engineer private keys, The Company may lose some or all of its XRP and the Company's financial condition and results of operations could be materially adversely affected. " The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price and use of XRP.

In addition, the stock market and the markets for both XRP-influenced and technology companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies in those markets. In particular, future trading prices in Pubco Class A Common Stock may reflect market dynamics that are not connected to valuation methods commonly associated with operating companies in similar industries or with companies engaged predominantly in passive investments in XRP or other commodities, such as ETFs. Equity market capitalizations of other such companies are often in excess of stockholders' equity calculated in accordance with U.S. GAAP, and in excess of valuations that might traditionally be expected based on their operating performances, cash flows and net assets. Investors may therefore be unable to assess the value of the shares of Pubco Class A Common Stock or evaluate the risks of an investment in us using traditional or commonly used enterprise valuation methods. We cannot predict how these dynamics may evolve over time, or whether or how long they may last. These market and industry factors may significantly harm the market price of Pubco Class A Common Stock, regardless of our actual operating performance.

Our XRP acquisition strategy exposes us to various risks associated with XRP.

XRPUSD_RR benchmark, XRP is a highly volatile asset. Based on price data from Coinbase, XRP traded below $0.50 as low as approximately $0.98 per XRP and above $3.60 as high as approximately $3.10 per XRP over the 12 months ending ended October 7, 2026 based on the Signing Date. intraday pricing. The trading price of XRP also fluctuated has continued to fluctuate significantly during 2024—monthly data show lows around $0.42 2026, trading substantially below the intramonth high of approximately $3.67 reached in July and highs around $2.71 in December. As of the Signing Date, 2025. XRP closed around $2.39 at approximately $1.50 per XRP up on October 7, 2026, which represented an increase of approximately 29,775% 18,650% in U.S. dollar terms since August 7, 2015 (when XRP was about $0.008) but a decline of approximately 59% from its all-time high of approximately $3.67. The XRP price was $1.0384 as of June 30, 2026. Volatility may continue in the future and historical trends could reverse dramatically. See " —Pubco's operating results, revenues and expenses may significantly fluctuate, including due to the highly volatile nature of XRP, which could have an adverse effect on the market price of Pubco Class A Common Stock. " Our XRP holdings may significantly impact our financial results and in turn may impact the market price of Pubco Class A Common Stock. If we continue to increase our overall holdings of XRP relative to the other parts of our business in the future, our XRP holdings will have an even greater impact on our financial results and the market price of Pubco Class A Common Stock. We intend to purchase additional XRP and increase our overall holdings of XRP in the future. The concentration of our XRP holdings limits the risk mitigation that we could take advantage of by purchasing a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our XRP acquisition strategy. See " —Pubco's operating results, revenues and expenses may significantly fluctuate, including due to the highly volatile nature of XRP, which could have an adverse effect on the market price of Pubco Class A Common Stock. " See also " —XRP price volatility and sustained declines could cause losses and adversely affect our business, financial condition and ability to execute our strategy. " In addition, our XRP acquisition strategy has not been tested by us to date. While certain issuers have operating histories that involve a digital asset acquisition strategy that may be comparable to the XRP acquisition strategy Pubco intends to execute, these have not been tested over an extended period of time or under different market conditions. We will continuously examine the risks and rewards of our XRP acquisition strategy. For example, some investors and other market participants may disagree with our XRP acquisition strategy or actions we undertake to implement it. If XRP prices were to decrease or our XRP acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations and the market price of Pubco Class A Common Stock may be materially adversely impacted. See also " —Our ability to meet our financial obligations depend in part on the market value and perception of XRP, which may fluctuate significantly. " Moreover, our XRP acquisition strategy will expose us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes the inability or refusal of a counterparty to perform for any reason, including because of a deterioration in the counterparty's financial condition and liquidity. Custodians, or other counterparties might fail to perform in accordance with the terms of future agreements with them, which could result in a loss of XRP, a loss of the opportunity to generate funds, or other losses. Although we expect to implement various measures that are designed to mitigate our counterparty risks, including by storing XRP in custody accounts at custodians that service institutions, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. While all of our custodians are expected to be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially held XRP will not become part of the custodian's insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. If our custodially held XRP were nevertheless considered to be the property of our custodians' estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such XRP and this may ultimately result in the loss of the value related to some or all of such XRP. Even if we are able to prevent our XRP from being considered the property of a custodian's bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our XRP held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of Pubco Class A Common Stock.

Our primary counterparty risk with respect to our XRP is custodian performance obligations under the custody arrangements we have entered into. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our XRP holdings, we will become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our XRP, could have a material adverse effect on our business, prospects, financial condition and operating results. See " The Company will face risks relating to the custody of its XRP, including the loss or destruction of private keys required to access our XRP and cyberattacks or other data loss relating to our XRP. If the Company or its third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to the Company's XRP, or if the Company's private keys are lost or destroyed, or other similar circumstances or events occur, including the ability to reverse engineer private keys, The Company may lose some or all of its XRP and the Company's financial condition and results of operations could be materially adversely affected. " The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price and use of XRP. For example, a series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, BlockFi Lending, Core Scientific, FTX Trading, Alameda Research and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Silicon Valley Bank, Signature Bank and Silvergate Bank, the potential of SEC enforcement actions, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada's Department of Business and Industry, and the filing and subsequent settlements of lawsuits by the New York Attorney General against Galaxy Digital Holdings, Genesis Global Capital, Genesis' parent company Digital Currency Group, Inc., and former partner Gemini Trust Company, had highlighted the counterparty risks applicable to owning and transacting in digital assets. Bankruptcies, closures, liquidations and other events may impact our access to XRP and could negatively impact the adoption rate and use of XRP. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price and use of XRP, limit the availability to us of financing collateralized by XRP or create or expose additional counterparty risks.

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• In the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users' personal information and/or resulted in the theft of users' digital assets. The cryptography underlying the XRP Ledger could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to compromise the security of the XRP Ledger or take Pubco's XRP, which would adversely affect the value of the Pubco Class A Common Stock. Moreover, functionality of the XRP Ledger may be negatively affected such that it is no longer attractive to users, thereby dampening demand for XRP. Even if another digital asset other than XRP were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Pubco Class A Common Stock Moreover, because digital assets, including XRP, have been in existence for a relatively short period of time and are continuing to develop, there may be additional risks in the future that are impossible to predict as of the date of this prospectus. The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of and use cases for, digital assets, market perception of digital assets and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict. See " — • —XRP and other digital assets are novel assets, which will expose Pubco to significant legal, commercial and regulatory uncertainty, which could materially adversely affect Pubco's financial position, operations and prospects. " Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity.

Beginning in the fourth quarter of 2021, and continuing throughout 2022 and 2023, digital asset prices fell precipitously. This has led to volatility and disruption in the digital asset markets and financial difficulties for several prominent industry participants, including digital asset trading platforms, hedge funds and lending platforms. For example, in the first half of 2022, digital asset lenders Celsius Network LLC and Voyager Digital Ltd. and digital asset hedge fund Three Arrows Capital each declared bankruptcy, and the stablecoin TerraUSD collapsed. These events caused a loss of confidence in participants in the digital asset ecosystem, negative publicity surrounding digital assets more broadly, and market-wide declines in digital asset trading prices and liquidity.

These events caused a loss of confidence in participants in the digital asset ecosystem, negative publicity surrounding digital assets more broadly, and market-wide declines in digital asset trading prices and liquidity.

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In addition, recent macroeconomic and political developments including tariff-related and broader trade-policy uncertainty associated with President Donald Trump's administration, have contributed to "risk-off" market conditions and increased volatility across financial markets, including digital asset markets, which has adversely affected the price of XRP. These developments include tariff-related and broader trade-policy uncertainty, as well as a sustained rise in U.S. Treasury yields to multi-decade highs and indications in the minutes of the Federal Open Market Committee's September 2026 meeting that policymakers were considering a further increase in interest rates before the end of 2026. Higher yields on government bonds can make relatively safer investments more attractive and reduce demand for volatile assets such as digital assets, and periods of rapid price decline have been accompanied by liquidations of leveraged positions. For example, XRP traded at an intramonth high of approximately $2.85 $3.67 in early September July 2025, and was declined to approximately $1.64 as of in early February 2, 2026 and traded at approximately $1.50 on October 7, 2026, after trading as low as approximately $1.58 on January 30, 2026), $0.98 within the preceding twelve months, reflecting a material decline and significant volatility over that period. Continued uncertainty regarding monetary policy and interest rates, tariffs, trade relations, geopolitical developments and other political events could further reduce market liquidity and investor risk appetite, and could cause additional declines in the price of XRP. In the short term, lower XRP pricing may result in decreased investor interest in the Company's common stock, lower trading volumes, difficulty raising additional capital on favorable terms and challenges in borrowing against XRP holdings. Therefore, any sustained decline in the price of XRP could adversely affect our ability to execute our short- and long-term business plans (including by making it more difficult for us to raise capital on acceptable terms, pursue strategic opportunities or monetize XRP holdings without realizing losses), and could adversely affect the market price of Pubco Class A Common Stock.

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We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on XRP-based services. Our main competition falls into the following categories:

Pubco will operate operates in a highly competitive environment and will compete competes against companies and other entities with similar strategies, including companies with significant holdings of XRP and/or other digital assets and ETFs and ETPs for XRP and other digital assets, and Pubco's business, operating results and financial condition may be adversely affected if Pubco is unable to compete effectively.

The digital assets industry is highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future. We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on XRP-based services. Our main competition falls into the following categories:

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Furthermore, recommendations by broker-dealers to buy, hold or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to Pubco Class A Common Stock.

• we are a Nevada corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives; and • we are not required to provide daily transparency as to our XRP holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to Pubco Class A Common Stock.

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We will hold our XRP

We hold our XRP with a regulated custodian that has duties to safeguard our private keys. Generally, custodial services contracts do not restrict the ability to reallocate XRP among custodians. However, All of the XRP that we will own will is initially be held in custody accounts at BitGo Bank & Trust, National Association (f/k/a BitGo Trust Company, Inc.) ("BitGo"), a digital asset custodian servicing institution. In light of the significant amount of XRP we will hold, we may seek to engage additional custodians to achieve a greater degree of diversification in the custody of our XRP as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our XRP, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable or take other measures to custody our XRP, and our ability to seek a greater degree of diversification in the use of custodial services could be materially adversely affected.

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On February 17, 2021, the New York Attorney General entered into an agreement with Tether's operators, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether's operators in which they agreed to pay $42.5 million in fines to settle charges that, among others, Tether's claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation with the "equivalent amount of corresponding fiat currency" held by Tether were untrue.

Given the foundational

While Pubco does not intend to invest in stablecoins, it may nonetheless be exposed to risks that stablecoins pose for the XRP market and other digital asset markets. Stablecoins are digital assets designed to have a stable value over time as compared to typically volatile digital assets, and are typically marketed as being pegged to a fiat currency, such as the U.S. dollar, at a certain value. Although the prices of stablecoins are intended to be stable, their market value may fluctuate. This volatility has in the past apparently impacted the price of XRP. Stablecoins are a relatively new phenomenon and it is impossible to know all of the risks that they could pose to participants in the XRP market. In addition, some have argued that some stablecoins, particularly Tether, are improperly issued without sufficient backing in a way that, when the stablecoin is used to pay for XRP, could cause artificial rather than genuine demand for XRP, artificially inflating the price of XRP, and also argue that those associated with certain stablecoins may be involved in laundering money. On February 17, 2021, the New York Attorney General entered into an agreement with Tether's operators, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether's operators in which they agreed to pay $42.5 million in fines to settle charges that, among others, Tether's claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation with the "equivalent amount of corresponding fiat currency" held by Tether were untrue.

USDC is a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets, including the XRP market. While USDC is designed to maintain a stable value at US $1.00 at all times, on March 10, 2023, the value of USDC fell below US $1.00 for multiple days after Circle Internet Financial disclosed that US$3.3 $3.3 billion of the USDC reserves were held at Silicon Valley Bank, which had entered FDIC receivership earlier that day. Stablecoins are reliant on the U.S. banking system and U.S. treasuries, and the failure of either to function normally could impede the function of stablecoins, and therefore could adversely affect the value of the Pubco Class A Common Stock.

Given the foundational role that stablecoins play in global digital asset markets, their fundamental liquidity can have a dramatic impact on the broader digital asset market, including the market for XRP. Because a large portion of the digital asset market still depends on stablecoins such as Tether and USDC, there is a risk that a disorderly de-pegging or a run on Tether or USDC could lead to dramatic market volatility in digital assets more broadly. Volatility in stablecoins, operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins or potential manipulative activity when unbacked stablecoins are used to pay for other digital assets (including XRP), or regulatory concerns about stablecoin issuers or intermediaries, such as digital asset trading platforms, that support stablecoins, could impact individuals' willingness to trade on trading venues that rely on stablecoins, reduce liquidity in the XRP market, and affect the price of XRP, and in turn impact an investment in the Pubco Class A Common Stock.

Our ability to meet our financial obligations depend depends in part on the market value and perception of XRP, which may fluctuate significantly.

As part of our XRP strategy, we may incur have incurred indebtedness and other fixed charges. On November 6, 2025, Pubco entered into the Evernorth Facility Agreement and the Company Pathfinder entered into the Company Facility Agreement, each as defined below), each of which were was subsequently amended on February 11, 2026 under which we may borrow and together provided for aggregate borrowing capacity of up to $8.0 million. Additionally, on September 11, 2026, we entered into the Note Purchase Agreement, pursuant to which we issued Convertible Notes in an aggregate principal amount of $8.0 $30.0 million. See "Certain Relationships and Related Party Transactions—The Company's Relationships and Related Party Transactions." If our businesses do not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt and other financial obligations, we intend to fund our obligations using cash flow generated by equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our XRP holdings, investor sentiment and the general public perception of XRP, our strategy and our value proposition. Accordingly, a significant decline in the market value of our XRP holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and other financial obligations.

These risks could materialize at times when XRP is trading below its carrying value on our most recent balance sheet or below our cost basis. As XRP will constitute constitutes a substantial part of our balance sheet, if we are unable to generate revenue from our anticipated XRP-related activities and services or secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell XRP to satisfy these obligations. Any such sale of XRP may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our XRP in amounts and at prices sufficient to satisfy our financial obligations, including our debt service obligations, could cause us to default under such obligations. Any default on our indebtedness may have a material adverse effect on our financial condition.

The Convertible Notes could require us to make substantial cash payments at times and in amounts outside our control, which could adversely affect our liquidity, require us to sell XRP and adversely affect the market price of Pubco Class A Common Stock.

We have outstanding $30.0 million aggregate principal amount of Convertible Notes, which accrue PIK Interest at 4.00% per annum that is capitalized and increases the outstanding principal balance. At any time on or after the one-year anniversary of the Effectiveness Date and before the Maturity Date (in each case, as defined in the Note Purchase Agreement), the holder may convert all, but not less than all, of its Convertible Notes, and the holder—not Pubco—elects whether the conversion is settled in cash, in shares of Pubco Class A Common Stock or in a combination of cash and shares. We therefore cannot control whether we satisfy a conversion through the issuance of equity or through the payment of cash, and we may be required to fund a cash settlement at a time when doing so is not in our interest. Because the conversion rate is reduced so that the conversion value does not exceed 4.0 times the original principal amount of the Convertible Notes, our aggregate cash settlement obligation upon conversion could be as much as approximately $120.0 million, which would substantially exceed the net proceeds we received from the issuance of the Convertible Notes. The amount payable will generally increase as the trading price of Pubco Class A Common Stock increases, so our maximum cash exposure is greatest in circumstances in which our stock has appreciated.

In addition, upon an Event of Default or a Fundamental Transaction (in each case, as defined in the Note Purchase Agreement), the holder may require us to redeem all, but not less than all, of its Convertible Notes at a price that, together with prior payments, provides a yield to put of 8.0% per annum on the original principal amount of the Convertible Notes. That yield substantially exceeds the 4.00% PIK rate, so an exercise of the put would accelerate our obligations and increase the aggregate amount payable above the accreted principal balance. The Convertible Notes are not subject to prepayment or redemption at our option, and we therefore cannot refinance or retire them to eliminate this exposure. The Events of Default include matters that are specific to our business model and that may arise notwithstanding our compliance efforts, such as digital-asset losses or unauthorized dispositions of at least $30.0 million, hacking events or security breaches affecting digital assets or private keys, certain regulatory actions, delisting events and failures to perform settlement obligations upon conversion. Several of these triggers could be caused by the act of a third party, including our custodian, rather than by our own conduct.

We are a holding company whose principal asset is our indirect interest in the Company, and our assets consist substantially of XRP rather than cash and cash equivalents. If we were required to settle a conversion in cash or to fund a redemption following an Event of Default or a Fundamental Transaction, we may not have sufficient cash on hand and may be required to sell XRP, to raise additional equity or debt financing, or both, in each case potentially at a time when the price of XRP or the market price of Pubco Class A Common Stock is depressed, when market conditions are unfavorable or when such financing is unavailable on acceptable terms or at all. Any such sale of XRP would reduce our XRP holdings and our XRP per share, could be made at prices below our carrying value or cost basis and could cause us to realize losses. If we were unable to fund such payments, we would default under the Convertible Notes, which could also trigger cross-defaults under our other obligations and permit the holder to accelerate all outstanding Convertible Notes. Any of the foregoing could materially and adversely affect our liquidity, business, financial condition and results of operations and the market price of Pubco Class A Common Stock. See " Description of Securities—Convertible Notes ."

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For example, based on aggregate the price data from U.S. digital asset trading platform markets collected by CoinMarketCap, market Coinbase, on January 1, 2024, the price of XRP was approximately $0.50. $0.63. By November 1, 30, 2024, the price of XRP had increased nearly fourfold over threefold to approximately $1.94, and by December 1, 2024, it closed at approximately $2.08. $1.95. The upward trend continued into 2025, with XRP reaching approximately $2.09 $2.19 on March 1, 2025, and climbing to approximately $3.03 by July 1, 2025 after hitting an intramonth high of $3.65. $3.67 in July 2025. The price then declined to approximately $1.64 as of $1.62 in early February 2, 2026, and traded XRP has continued to trade well below its 2025 highs throughout 2026, trading as low as approximately $1.58 $0.98 and as high as approximately $3.10 over the twelve months ended October 7, 2026 and closing at approximately $1.50 per XRP on January 30, October 7, 2026. Overall, between early 2024 and January October 2026, the price of XRP fluctuated from lows near $0.50 below $1.00 to highs exceeding $3.60, $3.50, reflecting sharp price swings and significant volatility. Such volatility affects the overall value of our XRP holdings and, in turn, could cause volatility in the market price of the Pubco Class A Common Stock.

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Pubco's XRP holdings will be

The trading volume of XRP typically increases during periods of extreme volatility. For example, according to aggregate based on the price and dollar value volume data from U.S. digital asset trading platform markets collected by CoinMarketCap, market Coinbase, during November 2024, when the price of XRP rose sharply from approximately $0.51 on October 31, 2024 to approximately $1.94 $1.95 by November 30, 2024, monthly trading volume surged from approximately $36 billion $25.9 million in October 2024 to more than $256 billion $343.6 million in November 2024. Similarly, during periods of heightened trading activity in 2025, monthly average daily volume exceeded $330 billion $543 million in January 2025 and remained near or above $200 billion million through mid-year, May, coinciding with XRP's price climbing from approximately $2.08 $2.33 at the start of the year to intramonth highs of $3.65 $3.67 in July 2025. XRP trading volumes have remained elevated and volatile during 2026, including during a period of renewed price weakness in early October 2026. Such spikes in trading volume often accompany sharp price movements and can place extreme pressure on trading platforms and related infrastructure, occasionally resulting in temporary disruptions or outages. Outages can lead to increased service expense, reputational damage, regulatory inquiries or actions and other adverse effects, any of which could harm our business.

Pubco's XRP holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for Pubco.

A substantial part of Pubco's assets will be XRP. Historically, the XRP markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at digital asset trading platforms and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our XRP at favorable prices or at all. For example, a number of digital assets trading venues temporarily halted deposits and withdrawals in 2022, although notably, others such as Coinbase , have, to date, not done so. As a result, our XRP holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

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For instance, in 2022, there were reports

The SEC has identified possible sources of fraud and manipulation in the digital asset markets generally, including, among others (1) "wash trading"; (2) persons with a dominant position in a digital asset manipulating the digital asset's pricing; (3) hacking of the digital asset's network and trading platforms; (4) malicious control of the digital asset network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in the digital assets, new sources of demand for the digital asset, etc.) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported "stablecoins"; and (7) fraud and manipulation at digital asset trading platforms. The effect of potential market manipulation, front-running, wash-trading and other fraudulent or manipulative trading practices may inflate the volumes actually present in the digital asset markets and/or cause distortions in price, which could adversely affect Pubco or cause losses to its shareholders. stockholders.

For instance, in 2022, there were reports claiming that more than half of Bitcoin trading volume on digital asset trading platforms was fake. Such reports alleged that certain overseas digital asset trading platforms have displayed suspicious trading activity suggestive of a variety of manipulative or fraudulent practices. Other academics and market observers have put forth evidence to support claims that manipulative trading activity has occurred on certain Bitcoin trading platforms. For example, in a 2017 paper titled "Price Manipulation in the Bitcoin Ecosystem" sponsored by the Interdisciplinary Cyber Research Center at Tel Aviv University, a group of researchers used publicly available trading data, as well as leaked transaction data from a 2014 Mt. Gox security breach, to identify and analyze the impact of "suspicious trading activity" on Mt. Gox between February and November 2013, which, according to the authors, caused the price of Bitcoin to increase from around $150 to more than $1,000 over a two-month period. In August 2017, it was reported that a trader or group of traders nicknamed "Spoofy" was placing large orders on Bitfinex without actually executing them, presumably in order to influence other investors into buying or selling by creating a false appearance that greater demand existed in the market. In December 2017, an anonymous blogger (publishing under the pseudonym Bitfinex'd) cited publicly available trading data to support his or her claim that a trading bot nicknamed "Picasso" was pursuing a paint-the-tape-style manipulation strategy by buying and selling Bitcoin and Bitcoin cash between affiliated accounts in order to create the appearance of substantial trading activity and thereby influence the price of such assets.

The potential consequences of a spot market's failure or failure to prevent market manipulation could adversely affect the value of the shares of Pubco Class A Common Stock. Any market abuse, and a loss of investor confidence in XRP, may adversely impact pricing trends in XRP markets broadly, as well as an investment in shares of Pubco Class A Common Stock. For more information, see "Risks Related to XRP and the XRP Ledger—The price of XRP on available spot markets Ledger—Digital asset trading platforms may be exposed to wash trading." and "—The price of XRP on available spot markets may be exposed to front-running."

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Pubco's compliance framework will also include, among other things, sanctions screening against OFAC and other relevant sanctions lists. Sanctions screening will be conducted prior to engaging with counterparties and periodically thereafter, based on risk.

At Closing, Pubco will maintain policies and procedures that are designed to ensure that Pubco does not violate applicable sanctions laws and regulations and to mitigate illicit finance risk. Pubco is not subject to the requirements of the Bank Secrecy Act of 1970 ("BSA") and therefore is not legally required to adopt an AML compliance program under U.S. law; however, Pubco is voluntarily implementing AML and know-your-customer ("KYC") controls to mitigate illicit finance risk exposure and prevent its business activities from being used for money laundering, terrorist financing or sanctions evasion. The Company has established the foundational elements of its AML compliance and sanctions framework, including the adoption of a policy architecture and governance structure, although prior to Closing, certain components will remain subject to ongoing implementation as the Company prepares to commence full-scale operations. Pubco's compliance framework will be informed by its risk profile and will utilize blockchain analytics tools and other risk-based measures to assess wallet characteristics, transactional behavior, and exposure to sanctioned persons or jurisdictions, illicit activity, and typologies associated with money laundering, terrorist financing or sanctions evasion. Pubco's compliance framework will also include, among other things, sanctions screening against OFAC and other relevant sanctions lists. Sanctions screening will be conducted prior to engaging with counterparties and periodically thereafter, based on risk.

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The further development and acceptance of blockchain networks and other digital asset related financial services, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate.

Conversely, the slowing or stopping of the development or acceptance of digital asset systems may also adversely affect our ability to implement this business strategy.

Further, Pubco has not previously engaged in such XRP-related products or services, and may be unable to implement a business strategy to successfully deliver these additional services. We cannot guarantee our success to deliver these services. However, if we fail to keep pace with rapid industry changes to provide new and innovative products and services, and are unable to offer such financial services to generate revenue, this could adversely impact our business, operating results and financial condition. The further development and acceptance of blockchain networks and other digital asset related financial services, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate. Conversely, the slowing or stopping of the development or acceptance of digital asset systems may also adversely affect our ability to implement this business strategy.

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Our limited insurance protection exposes us

We do not expect to maintain insurance coverage

for our XRP holdings, which will be held in custody by our custodians. Our future custodians may maintain a certain insurance coverage of such types and amounts as they assert to be commercially reasonable for their custodial services provided under our custody agreements with them, including certain commercial crime insurance of limited aggregate principal amount which covers losses stemming from fraud, security breach, hack and asset theft. However, such insurance coverage may be insufficient to protect us against all losses of our XRP holdings held in custody with our custodians, whether or not stemming from security breaches, cyberattacks or other types of unlawful activity. Therefore, a loss may be suffered with respect to our XRP that is not covered by insurance and for which no person is liable in damages, which could adversely affect our operations and, consequently, an investment in us.

The XRP Ledger does not use proof-of-stake validation. Accordingly, neither Pubco nor any other person associated with Pubco will, directly or indirectly engage engages in action where any portion of Pubco's XRP becomes subject to proof-of-stake validation on the XRP Ledger that would cause it to earn additional XRP or generate rewards or other income. Although we intend to engage in certain other activities with a portion of its our XRP holdings which that could generate yield or income on such assets, there can be no guarantee that we will be successful in doing so. Accordingly, Pubco may underperform other pooled investment vehicles holding digital assets that exist on proof-of-stake networks and as such can participate in staking their treasury assets on that asset's underlying blockchain network. Investors who seek to participate in staking rewards should consider other investment options.

Our limited insurance protection exposes us and our shareholders stockholders to the risk of loss of our XRP for which no person is liable.

BitGo Trust maintains an aggregate policy of approximately $250 million shared among its clients whose private keys are held entirely by BitGo, but that coverage is not dedicated exclusively to our assets and may be insufficient to protect us against all losses. Therefore, a loss may be suffered with respect to our XRP that is not covered by insurance and for which no person is liable in damages, which could adversely affect our operations and, consequently, an investment in us.

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In December 2023, the FASB

In December 2023, the FASB issued ASU 2023-08, effective for fiscal years beginning after December 15, 2024. ASU 2023-08 would require us to measure in-scope crypto assets at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our in-scope crypto assets in net income each reporting period. ASU 2023-08 would also require us to provide certain interim and annual disclosures with respect to our in-scope crypto assets. Prior to the closing of the Transactions, we are out of scope of ASU 2023-08. We are still determining whether our XRP holdings Upon consummation of the Transactions, the Company and Pubco will be within the scope related parties to Ripple Labs Inc. and will no longer be wholly owned subsidiaries of, ASU 2023-08 or consolidated by, Ripple Labs. As a result of the Transactions. Due in particular to the volatility change in ownership structure, management reassessed the price applicability of XRP, if it is ASU 2023-08 and determined that our the Company's and Pubco's XRP holdings will be within scope of ASU 2023-08, we expect ASU 2023-08 to have a material impact on our financial results in reporting periods, including do not meet the volatility scoping criteria of our financial results, and affect ASC 350-60-15-1f. Accordingly, the carrying value of our XRP on our balance sheet, and it could also have adverse tax consequences, which in turn could have a material adverse effect on our financial results holdings continue to be accounted for as indefinite-lived intangible assets under ASC 350-30, measured at historical cost less accumulated impairment. For US GAAP purposes, the Company's and Pubco's XRP holdings remain subject to the market price cost-less-impairment model upon consummation of Pubco Class A Common Stock. the Transactions.

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We are unable to influence or predict future

We are unable to influence or predict future regulatory actions taken by federal, state, local or foreign governments, and may have little or no ability to respond to rapidly evolving or inconsistent regulatory positions. Regulatory environments across jurisdictions are highly fragmented and frequently contradictory, creating uncertainty and the potential for overlapping or conflicting compliance obligations. Extreme or adverse regulatory actions could restrict or prohibit the use, transfer, or custody of XRP, or require structural changes to the XRP Ledger or its ecosystem. Any such developments could materially and adversely affect the XRP market and, consequently, the value of our XRP holdings, financial condition and results of operations.

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The first digital asset, bitcoin, was launched in 2009. The XRP Ledger launched in 2012. Along with bitcoin, XRP was one of the first cryptographic digital assets to gain global adoption and critical mass. In general, digital asset networks, including the XRP Ledger and other cryptographic and algorithmic protocols governing the issuance of digital assets, represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. Moreover, XRP has a relatively limited history of existence and operations compared to traditional commodities. There is a limited established performance record for the price of XRP and, in turn, a limited basis for evaluating an investment in XRP. Although past performance is not necessarily indicative of future result, results, if XRP had a more established history, such history might (or might not) provide investors with more information on which to evaluate an investment in Pubco. For instance, XRP is designed to be used to settle transactions between financial institutions and enterprises on the XRP Ledger and is not commonly accepted as a means of payment by retail and commercial outlets, and use of XRP by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for XRP transactions; refuse to process wire transfers to or from digital asset trading platforms, XRP-related companies or service providers; or refuse to maintain accounts for persons or entities transacting in XRP. As a result, the price of XRP may be influenced to a significant extent by speculators, thus contributing to price volatility that makes retailers less likely to accept XRP in the future.

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and 356 more changes in the filing

Use of proceeds 10 changes

Delisting and Deregistration

Pubco A&R Organizational Documents

Amendment and Restatement of Sponsor Registration Rights Agreement

Additional Permitted Financings

Tax Receivable Agreement

Post-Closing Contribution

Conditions to Each Party's Obligations

Conditions to Obligations of the Company, Pubco, the Merger Subs and Ripple iii 9.3 Conditions to Obligations of SPAC 9.4 Frustration of Conditions ARTICLE X TERMINATION AND EXPENSES 10.1 Termination 10.2 Effect of Termination ARTICLE XI WAIVERS AND RELEASES 11.1 Waiver of Claims Against Trust 11.2 Release and Covenant Not to Sue ARTICLE XII MISCELLANEOUS 12.1 Survival 12.2 Notices 12.3 Binding Effect; Assignment 12.4 Third Parties 12.5 Fees and Expenses 12.6 Governing Law; Jurisdiction; Waiver of Jury Trial 12.7 Specific Performance 12.8 Severability 12.9 Amendment 12.10 Waiver 12.11 Entire Agreement 12.12 Counterparts 12.13 Legal Representation 12.14 No Recourse

Any sales of Pubco Class A Common Stock by the Holder pursuant to this prospectus will be solely for the Holder's account. We will not receive any proceeds from any such sales. However, assuming sales of the full 5,218,935 shares are made at the closing stock price on the cover of this prospectus, we may receive up to approximately $80.7 million in aggregate gross proceeds from the Holder under the Purchase Agreement in connection with sales of Pubco Class A Common Stock to the Holder pursuant to the Purchase Agreement after the date of this prospectus. We estimate that, assuming sales of the full 5,218,935 shares are made at the closing stock price on the cover of this prospectus, the net proceeds to us from the sale of Pubco Class A Common Stock to Cantor pursuant to the Purchase Agreement will be up to $78.3 million over an approximately 14-month period, after estimated fees and expenses, including the Upfront Commitment Fee payable to the Holder and the Holder's expenses that we have agreed to reimburse. See "Plan of Distribution (Conflict of Interest)" and "The Committed Equity Financing" elsewhere in this prospectus for more information. We intend to use any proceeds from the Facility for general corporate purposes, including the acquisition of XRP and other activities within the XRP ecosystem, as well as working capital. Consistent with our business strategy, we expect that a substantial portion of any such proceeds will be used to acquire additional XRP. We will have broad discretion in the way we use these proceeds. See "Risk Factors—Risks Related to the Committed Equity Financing—We may use proceeds from sales of Pubco Class A Common Stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return."

The Holder will pay any underwriting fees, discounts and selling commissions incurred by such Holder in connection with any sale of its Class A Common Stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the Pubco Class A Common Stock covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of counsel and independent registered public accountants.

Business 4783 changes

Day " means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York or the Cayman Islands are authorized to close for business.

" Cayman Registrar " means the Registrar of Companies of the Cayman Islands.

" Code " means the Internal Revenue Code of 1986.

" Company Confidential Information " means all confidential or proprietary documents and information, whether written, oral, electronic, in visual form or in any other media, concerning Pubco, the Merger Subs, the Company or Ripple or any of their respective Affiliates or Representatives, furnished in connection with this Agreement or the Transactions; provided , however , that Company Confidential Information shall not include any information which, (a) at the time of disclosure by any Party, any Affiliates thereof or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or an applicable confidentiality agreement or (b) at the time of the disclosure by any Party, any Affiliates thereof or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.

" Company Fundamental Representations " means the representations and warranties made by the Company pursuant to Section 6.1 ( Organization and Standing ), Section 6.2 ( Authorization; Binding Agreement ), Section 6.3 ( Capitalization ), Section 6.5(a) ( Non-Contravention ), and Section 6.12 ( Finders and Brokers ).

" Company Members " means, collectively, all Persons who hold membership interests in the Company immediately prior to the Company Merger.

" Company Merger Sub Units " means the membership interests of Company Merger Sub.

" Consent " means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with, any Governmental Authority or any other Person.

" Contracts " means all legally binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase orders, licenses (and all other legally binding contracts, agreements or arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral.

" Delayed Funding Investors " means those Persons who are participating in the Delayed Funding pursuant to a Delayed Funding Subscription Agreement entered into with Pubco, the Company and SPAC as of the date of this Agreement.

" DTC " means the Depository Trust Company.

" ERISA " means the Employee Retirement Income Security Act of 1974.

" ESPP " means the employee stock purchase plan in substantially the form attached as Exhibit K (with such changes prior to the Closing as may be agreed between SPAC and Ripple).

" Exchange Act " means the Securities Exchange Act of

" Expenses " means, collectively, the SPAC Expenses and the Ripple Expenses.

" Equity Plan " means the equity incentive plan in substantially the form attached as Exhibit L (with such changes prior to the Closing as may be agreed between SPAC and Ripple).

" Former Sponsor " means Armada Sponsor II, LLC, a

Delaware limited liability company.

" Fraud " means actual and intentional fraud, with elements of scienter and reliance, under the Laws of the State of Delaware, in the making of any representations and warranties contained in this Agreement.

" Fraud Claim " means any Action to the extent based upon Fraud.

" GAAP " means generally accepted accounting principles as in effect in the United States of America.

" Governmental Authority " means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute-resolving panel or body with competent jurisdiction (including Nasdaq).

" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

" Indebtedness " of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services or capitalized leases, as determined in accordance with GAAP (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker's acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances issued or created, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by a Lien on any property of such Person, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person, (i) accrued but unpaid severance costs or bonuses, or underfunded defined benefit pension obligations or non-qualified deferred compensation obligations (and, in each case, any employer portion of unemployment, social security, payroll or similar Tax payable in connection therewith) and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

" Intellectual Property " means trade marks, service marks, rights in trade names, business names, logos or get-up, goodwill and the right to sue for passing off, patents, supplementary protection certificates, rights in inventions, proprietary processes, formulae, models and methodologies, registered and unregistered design rights, copyrights (including rights in software), database rights, image rights, rights to publicity and rights to personality and moral rights and rights of attribution and integrity, rights in domain names and URLs and social media presence accounts, and all other similar intellectual property rights in any part of the world (including in confidential information and trade secrets) and whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and any rights to apply for and be granted, registrations, renewals, extensions, continuations or restorations of, and rights to claim priority from such registrations.

" Investment Company Act " means the United States Investment Company Act of 1940.

" IPO " means the initial public offering of SPAC Units pursuant to the IPO Prospectus.

" IPO Prospectus " means the final prospectus of SPAC, dated as of May 14, 2025, and filed with the SEC on May 15, 2025 (File No. 333-286110).

" Knowledge " means, with respect to any Party,

the actual knowledge of its directors and executive officers, after reasonable inquiry.

" Law " means any federal,

state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

" Liabilities " means any and all liabilities, Indebtedness, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or to become due.

" Lien " means any mortgage, pledge, security

interest (including any created by Law), attachment, option, proxy, voting trust, encumbrance, license, covenant not to sue, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

" Material Adverse Effect " means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided , however , any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets (including changes in interest rates) or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries or markets in which such Person or any of its Subsidiaries principally operate; (iii) changes in the price or trading volume of XRP ( provided that the underlying cause of any such event, occurrence, change or effect in the price or trading volume may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (iv) any proposal, enactment or change in interpretation of, or any other change in, applicable Laws, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (v) conditions caused by acts of God, natural disasters, terrorism (including cyberterrorism), war (whether or not declared, and including cyber warfare), cyber attacks, escalation of hostilities, geopolitical conditions, local, national or international political conditions or any outbreak or continuation of an epidemic or pandemic or the effects of the actions of any Governmental Authority or Laws or other responses with respect thereto; (vi) the taking of any action required by the terms of this Agreement (but excluding compliance with, or the taking of any action or omission required to comply with, Section 8.2(a) or Section 8.3(a) ) or any Ancillary Document; and (vii) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period ( provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); provided , further , however, that any event, occurrence, fact, condition or change referred to in clauses (i) , (ii) , (iii) , (iv) , (v) and (vii) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate and adverse effect on such Person or any of its Subsidiaries compared to similarly situated participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to SPAC, the amount of the Redemption or the failure to obtain the Required Shareholder Approval shall not in and of itself be deemed to be a Material Adverse Effect on or with respect to SPAC provided that the underlying causes of any such Redemption or failure to obtain the Required Shareholder Approval may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein.

" MNDA " means that certain Mutual Non-Disclosure Agreement, dated as of September 1, 2025, by and between the Company and SPAC.

" Nasdaq " means The Nasdaq Stock Market LLC.

" Order " means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered or otherwise put into effect by or under the authority of any Governmental Authority.

" Organizational Documents " means, with respect to any Person, (a) that is a corporation or company, its certificate of incorporation and bylaws, and/or memorandum and articles of association or comparable documents, (b) that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) that is a limited liability company, its certificate of formation and limited liability company agreement, or comparable documents, (d) that is a trust, its declaration of trust, or comparable documents and (e) that is any other Person but that is not an individual, its comparable organizational documents.

" PCAOB " means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

" Permits " means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority.

" Permitted Liens " means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established with respect thereto in accordance with GAAP, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) non-exclusive licenses of Intellectual Property granted in the ordinary course of business or (f) Liens arising under this Agreement or any Ancillary Document.

" Person " means an individual, corporation, company,

partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

" Personal Property " means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

" Pubco and the Merger

Subs Fundamental Representations " means the representations and warranties made by Pubco and the Merger Subs pursuant to Section 5.1 ( Organization and Standing ), Section 5.2 ( Authorization; Binding Agreement ), Section 5.4(a) ( Non-Contravention ), Section 5.5 ( Capitalization ) and Section 5.7 ( Finders and Brokers ).

" Pubco Class B Common Stock "

means the shares of class B common stock, par value $0.001 per share, of Pubco.

" Pubco Class C Common

Stock " means the shares of class C common stock, par value $0.001 per share, of Pubco.

" Pubco Organizational

Documents " means the articles of incorporation and bylaws of Pubco as of the date of this Agreement, as in effect under the Laws of the State of Nevada.

" Pubco Stock " means the shares of common stock, par value $0.001 per share, of Pubco; provided that from and after the Closing, Pubco Stock shall refer to, collectively, the Pubco Class A Common Stock, the Pubco Class B Common Stock and the Pubco Class C Common Stock.

" Redemption Amount " means the aggregate amount payable with respect to all Redemptions of the SPAC Class A Shares pursuant to and in accordance with the SPAC Memorandum and Articles.

" Related Persons " means, as to any Person, the

Affiliates of such Person, the Representatives of such Person and such Person's Affiliates, and the immediate family members of any of the foregoing.

" Representatives " means, as to any Person, the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person.

" Ripple Expenses " means the following

out-of-pocket fees, costs and expenses paid or payable by or on behalf of Ripple, Pubco, the Company, the Merger Subs or any of their respective Affiliates in connection with (x) the preparation, negotiation, execution or performance of this Agreement or any Ancillary Document and the Transactions contemplated hereby and thereby or (y) establishing, maintaining or preparing for Pubco's or the Company's operations after the Closing: (a) fees and expenses of counsel, advisors, vendors, consultants, service providers, accountants, brokers, finders, investment bankers and financial advisors to Ripple, Pubco, the Company, the Merger Subs or any of their respective Affiliates and (b) any premiums, costs and expenses incurred under the D&O Tail Insurance as set forth on the Ripple Pre-Closing Statement to be delivered by Ripple to SPAC pursuant to Section 3.2(b) .

" Ripple Fundamental Representations " means the representations and warranties made by Ripple pursuant to Section 7.1 ( Organization and Standing ), Section 7.2 ( Authorization; Binding Agreement ), Section 7.4(a) ( Non-Contravention ) and Section 7.7 ( Finders and Brokers ).

" Ripple Parties " means Ripple and any other Persons who will, immediately after the Closing, be holders of Pubco Stock or units of the Company Surviving Subsidiary and who will collectively be deemed to form a "group" as defined in Section 13(d) of the Exchange Act.

" SEC " means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

" Securities Act " means the Securities Act of 1933.

" SPAC Class A Shares " means, prior to the SPAC Domestication, the Class A ordinary shares, par value $0.0001 per share, of SPAC and after the SPAC Domestication, the shares of Class A common stock, par value $0.0001 per share, of SPAC.

" SPAC Class B Shares " means, prior to the SPAC Domestication, the Class B ordinary shares, par value $0.0001 per share, of SPAC and after the SPAC Domestication, the shares of Class B common stock, par value $0.0001 per share, of SPAC.

" SPAC Common Shares " means the SPAC Class A Shares and the SPAC Class B Shares.

" SPAC Confidential Information " means all confidential or proprietary documents and information, whether written, oral, electronic, in visual form or in any other media, concerning SPAC or any of its Subsidiaries; provided , however , that SPAC Confidential Information shall not include any information which, (a) at the time of disclosure by any Party, any Affiliates thereof or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (b) at the time of the disclosure by any Party, any Affiliates thereof or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such SPAC Confidential Information.

" SPAC Expenses " means the following

out-of-pocket fees, costs and expenses paid or payable by or on behalf of SPAC in connection with (a) the preparation, negotiation, execution or performance of this Agreement or any Ancillary Document and the Transactions contemplated hereby and thereby and (b) SPAC's status as a public company, including fees and expenses of counsel, advisors, accountants, brokers, finders, vendors, consultants, service providers, investment bankers and financial advisors to SPAC.

" SPAC Fundamental Representations " means the

representations and warranties made by SPAC pursuant to Section 4.1 ( Organization and Standing ), Section 4.2 ( Authorization; Binding Agreement ), Section 4.4(a) ( Non-Contravention ), Section 4.5 ( Capitalization ) and Section 4.15 ( Finders and Brokers ).

" SPAC Memorandum and Articles " means the amended and restated memorandum and articles of association of SPAC as of the date of this Agreement, as in effect under the Cayman Companies Act.

" SPAC Merger Sub Common Shares " means the shares of

common stock, par value $0.0001 per share, of SPAC Merger Sub.

" SPAC Merger Sub Stockholder Approval " means the

written consent of the sole stockholder of SPAC Merger Sub required to approve and adopt this Agreement and the SPAC Merger, as determined in accordance with the Organizational Documents of SPAC Merger Sub in accordance with the DGCL.

" SPAC Preferred Shares " means, prior to the SPAC Domestication, the preference shares, par value $0.0001 per share, of SPAC.

" SPAC Private Warrant " means a warrant entitling Sponsor to purchase one SPAC Class A Share per warrant, issued pursuant to the terms of the Sponsor Warrant Purchase Agreement.

and 4703 more changes in the filing

Executive And Director Compensation 31 changes

Pubco is an "emerging growth

Pubco is in the process of negotiating

employment agreements with its executive officers, including its Chief Executive Officer and Chief Financial Officer, and expects to enter into an employment agreement with its executive officers, including its Chief Executive Officer and Chief Financial Officer, prior to the Closing. Pubco also intends to grant equity awards, under the Incentive Plan, to Pubco's executive officers, including its Chief Executive Officer and Chief Financial Officer, following the Closing. As party to the anticipated employment agreements and recipients of the anticipated equity awards, Pubco's executive officers, including its Chief Executive Officer and Chief Financial Officer, may have interests in the Transactions that are different from, or in addition to, the stockholders of Pubco and SPAC.

Anticipated Employment Agreements

Pubco is in the process of negotiating employment agreements with its executive officers, including its Chief Executive Officer and Chief Financial Officer, and expects to enter into an employment agreement with its executive officers, including its Chief Executive Officer and Chief Financial Officer, prior to the Closing. The employment agreements will set forth terms and conditions (including compensation) of the executive officers' employment with Pubco from and after the Closing.

Anticipated Incentive

Plan and Equity Awards

Pubco intends to approve and adopt prior to the consummation of the Mergers, the Incentive Plan, subject to approval by the Pubco stockholders as constituted prior to the Closing, and grant equity awards under the Incentive Plan to Pubco's executive officers, including its Chief Executive Officer and Chief Financial Officer, in accordance with the terms of their respective employment agreements and the Incentive Plan.

Pubco is an "emerging growth company" within the meaning of the Securities Act and has elected to comply with the reduced compensation disclosure requirements available to such emerging growth companies.

As Pubco was incorporated on August 29, 2025, Pubco had No management or directors as of December 31, 2024. No compensation was paid by Pubco to its named executive officers and directors during the six months ended June 30, 2026 or in the fiscal years ended December 31, 2023, and December 31, 2024 and no compensation was paid by Pubco to its directors as of December 31, 2024. 2025. There are no outstanding equity awards held by Pubco's named executive officers or directors as of December 31, 2024. June 30, 2026.

Executive Officer Employment Agreements

In connection with the Transactions, Pubco has entered into employment agreements with each of its executive officers which set forth the terms and conditions of each executive officer's employment with Pubco from and after the Closing (collectively, the "Employment Agreements"). The Employment Agreements generally provide for an annual base salary of $50,000 for Mr. Birla, $500,000 for Mr. Frymier, $400,000 for Ms. Jonas, $300,000 for Mr. Shah, and $300,000 for Ms. Nakamura, and a target annual cash bonus opportunity of 50% of annual base salary for each of Messrs. Frymier and Shah and Mss. Jonas and Nakamura. The Employment Agreements provide for an initial grant of time-based restricted stock units ("RSUs") under the Incentive Plan with a targeted grant date value of $44,000,000 for Mr. Birla, $5,600,000 for Mr. Frymier, $4,500,000 for Ms. Jonas, $2,800,000 for Mr. Shah, and $2,800,000 for Ms. Nakamura (the "Initial Equity Awards"). The Initial Equity Awards are scheduled to vest 43.75% on March 18, 2027, and the remaining 56.25% will vest thereafter in eleven (11) equal quarterly installments on the 15th day of the middle month of the financial quarter during which a vesting date occurs, in each case, subject to continued employment through the applicable vesting date. In addition, the executives will be eligible to participate in Pubco's retirement and employee benefit plans, as in effect from time to time.

The Employment Agreements contain restrictive covenant obligations, including with respect to confidentiality, non-disparagement and a twelve (12) month post-employment non-solicitation commitment with respect to both Pubco personnel and customers (the "Restrictive Covenants").

Subject to the executive's release of claims and compliance with the Restrictive Covenants, in the event that the executive's employment is terminated by Pubco without "cause" (as defined therein), such executive officer will receive (i) nine (9) months of base salary continuation, (ii) payment of any earned, but unpaid, annual bonus, and (iii) twelve (12) months of subsidized continuation coverage under Pubco's group health and dental plans. In the event that the executive resigns for "good reason" (as defined therein), such executive will receive six (6) months of base salary continuation. Under the Employment Agreements, in the event a "change in control" (as defined in the Incentive Plan) occurs prior to the first vesting date of the Initial Equity Awards, then 50% of the Initial Equity Award will become vested as of the closing date of such change in control. In addition, in the event the executive's employment is terminated by the Company without cause or due to a resignation for good reason, in each case, on or within 12 months following a change in control at any time, then any then-unvested portion of the Initial Equity Award will accelerate and vest in full as of the termination date, subject to the execution and non-revocation of a release of claims.

Under the Employment Agreements, if any payments or benefits payable to the executive officers in connection with a "change in control" would constitute "parachute payments" under Section 280G of Code and trigger the excise tax under Section 4999 of the Code, those payments will be reduced only to the extent necessary to avoid the excise tax, but only if the reduced amount would result in a greater after-tax benefit to the executive officer than receiving the full amount and paying the excise tax.

Evernorth Holdings Inc. 2026 Omnibus Incentive Plan

Prior to the consummation of the Transactions, Pubco approved and adopted the Incentive Plan, which was approved by Pubco's stockholders prior to the Closing. The Incentive Plan will be administered by the Pubco Board or the compensation committee of the Pubco Board. Employees, non-employee directors and individual consultants will be eligible to be selected by the administrator to receive awards under the Incentive Plan. Awards may comprise stock options, restricted stock units, restricted stock, and other cash- and stock-based awards.

There are 8,930,929 shares of Pubco Class A Common Stock initially reserved for issuance under the Incentive Plan and the Incentive Plan includes an automatic annual increase to such share reserve, beginning with Pubco's 2027 fiscal year and ending with Pubco's 2036 fiscal year, equal to the lesser of (x) 5% of the total number of shares of all classes of Pubco common stock outstanding on the last day of the immediately preceding fiscal year of Pubco or (y) a lesser number of shares of Pubco Class A Common Stock determined by the Pubco Board or a duly authorized committee of the Pubco Board in its discretion.

In the event of certain corporate transactions, the administrator will, as it deems equitable and proportionate, adjust any or all of the following so as to ensure no undue enrichment or harm:

• the number and type of shares of common stock (or other securities) which thereafter may be the subject of awards;

• the number and type of shares of common stock (or other securities) subject to outstanding awards (including the identity of the issuer);

• the grant, purchase or hurdle price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and • the terms and conditions of any outstanding award, including the performance criteria applicable to any performance awards.

The Incentive Plan became effective upon the Closing and will automatically terminate after the earliest to occur of (i) the 10-year anniversary of the effective date, (ii) the maximum number of shares of Pubco Class A Common Stock available for issuance under the Incentive Plan have been issued, and (iii) the Pubco Board terminates the plan. The Pubco Board may amend, alter, suspend, discontinue or terminate the Incentive Plan or any portion thereof at any time; provided , however , that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Pubco Class A Common Shares are principally quoted or traded or (ii) subject to the terms of the Incentive Plan, the consent of the affected participant, if such action would materially adversely affect the rights of such participant under any outstanding award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Incentive Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any "clawback" or recoupment provisions on any awards.

Pubco intends to file a registration statement on Form S-8 to register the number of shares of Pubco Class A Common Stock reserved for issuance under the Incentive Plan as soon as reasonably practicable following the Closing Date.

In addition to the Initial Equity Awards granted to each of our executive officers under the Incentive Plan (as described above), the Company intends to also grant one-time equity awards under the Incentive Plan to our executive officers following the Closing (the "Founder Awards"). The Founder Awards will be granted in the form of time-based RSUs that have a target grant date value of $750,000 for each of our executive officers. The Founder Awards will vest as follows: (i) 25% will vest on the first anniversary of the Closing; (ii) 25% will vest on the second anniversary of the Closing; and (iii) 50% will vest on the third anniversary of the Closing, in each case, subject to continued employment with the Company and its subsidiaries through the applicable vesting date. However, in the event of a "change in control" (as defined in the Incentive Plan), the then-unvested portion of the Founder Awards will accelerate and vest as of immediately prior to the change in control, subject to continued employment through the date of such change in control. In the event any additional Founder Awards are granted to any of our executive officers, such awards will be similarly granted pursuant to, and from the share pool reserve under, the Incentive Plan.

Evernorth Holdings Inc. 2026 Employee Stock Purchase Plan

Prior to the consummation of the Transactions, Pubco approved and adopted the ESPP, which was approved by Pubco's stockholders prior to the Closing. The ESPP includes both a component intended to qualify under Section 423 of the Code and a non-Section 423 component, which is not intended to qualify under Section 423 of the Code. Employees of Pubco and its eligible subsidiaries who are customarily employed for at least 20 hours per week and more than five months in any calendar year will be eligible to purchase shares of Pubco Class A Common Stock at a discount through payroll deductions during the designated offering periods. The ESPP will be administered by the Pubco Board or the compensation committee of the Pubco Board.

There are 1,786,185 shares of Pubco Class A Common Stock initially reserved for issuance under the ESPP and the ESPP includes an automatic annual increase to such share reserve, beginning with Pubco's 2027 fiscal year and ending with Pubco's 2036 fiscal year, equal to the lesser of (x) 1% of the total number of shares of all classes of Pubco common stock outstanding on the last day of the immediately preceding fiscal year of Pubco or (y) a lesser number of shares of Pubco Class A Common Stock determined by the Pubco Board or a duly authorized committee of the Pubco Board in its discretion.

In the event of certain corporate transactions, the administrator shall, in such manner as it deems appropriate, equitably and proportionally adjust (i) the number and class of shares that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the number of shares available for issuance under the ESPP and the maximum number of shares that any participant may purchase during an offering period.

The ESPP will automatically terminate on the earlier of the 10th anniversary of the effective date or the date that the administrator terminates the ESPP. The administrator may, in its sole discretion, amend, suspend or terminate the ESPP at any time and for any reason. If the ESPP is terminated, the administrator may elect to terminate all outstanding offering periods either immediately or once shares have been purchased on the next purchase date (which may, in the discretion of the administrator, be accelerated) or permit offering periods to expire in accordance with their terms. If any offering period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares will be returned to participants (without interest, except as otherwise required by law) as soon as administratively practicable.

Pubco intends to file a registration statement on Form S-8 to register the number of shares of Pubco Class A Common Stock reserved for issuance under the ESPP as soon as reasonably practicable following the Closing Date.

Related-party transactions 97 changes

SPAC's Relationships and Related Party Transactions

Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. SPAC audit committee will review on a quarterly basis all payments that were made to Sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Sponsor Securities Purchase Agreement

On August 12, 2025, SPAC entered into a Sponsor Securities Purchase Agreement (the "Purchase Agreement") with the Sponsor and Armada Sponsor II, LLC (the "Original Sponsor"), pursuant to which the Original Sponsor agreed to sell to the Sponsor, and the Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 SPAC Class B Shares, 400,000 SPAC Class A Shares, and 200,000 SPAC Private Warrants for an aggregate purchase price of $6,600,000 (such transaction, the "New Sponsor Purchase") and the Sponsor received a limited, revocable license to the Armada Acquisition Corp. II branding for a period of time that expires not later than November 22, 2026 (unless the termination date of the Company is extended to a later date). On August 28, 2025, the New Sponsor Purchase was completed pursuant to the terms of the Purchase Agreement, and the Sponsor owns all of the equity interests of SPAC held by the Original Sponsor. Following the closing of this transaction, the Sponsor owns all of the equity interests of SPAC held by the Original Sponsor, including 100% of the SPAC Class B Shares, and has the power to appoint all members of the SPAC Board.

expected to transfer 10,000 SPAC Class B Shares to each of the independent members of the SPAC Board, Richard Danis, Lindy Key, and Ronald Palmeri, prior to the closing of the Business Combination.

On August 28, 2025, the Sponsor entered that certain joinder to insider letter agreement and registration rights agreement (the "Joinder"). Pursuant to the Joinder, the Sponsor agreed, with effect from the date of the Joinder, to join as a party a letter agreement, dated May 20, 2025, among SPAC, the Original Sponsor and each of the directors and officers of the Company (the "Insider Letter"), and to that certain Registration Rights Agreement, dated May 20, 2025, among SPAC, the Original Sponsor, CCM, Northland and the other Holders (as defined therein) signatory thereto (the "Registration Rights Agreement"). Pursuant to the Insider Letter, the Sponsor and each of the directors and officers of SPAC have agreed, in each case as set forth therein, to vote in favor of SPAC's initial business combination;

to facilitate the liquidation and winding up of SPAC if an initial business combination is not consummated within 18 months from the closing of the IPO or such later period approved by SPAC's shareholders; to certain transfer restrictions with respect to SPAC's securities; and, as to Sponsor, to certain indemnification obligations. The Registration Rights Agreement provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the securities of SPAC that they hold.

Waiver to Insider Letter

On August 28, 2025, SPAC and certain other parties entered into a waiver agreement with respect to the Insider Letter, pursuant to which the parties thereto irrevocably waived certain provisions of the Insider Letter to the extent, but only to the extent, necessary or desirable to facilitate the purchase of the New Sponsor Purchase by the Sponsor from the Original Sponsor.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, SPAC entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote its SPAC Common Shares in favor of the Business Combination Agreement and the Transactions and each of the proposals to be approved by SPAC shareholders at the Extraordinary General Meeting, (b) vote its SPAC Common Shares against (i) any Acquisition Proposal or Alternative Transaction, (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Transactions), (iii) any change in the business of SPAC, and (iv) any proposal, action or agreement involving SPAC that would or would reasonably be expected to impede, frustrate, prevent or nullify the Business Combination Agreement or any Ancillary Agreement, (c) during the Interim Period, comply with the restrictions imposed by the Insider Letter, including the restrictions on redeeming SPAC Common Shares in connection with the Transactions and complying with the transfer restrictions with respect to its SPAC Common Shares and SPAC Private Warrants, (d) subject to and conditioned upon the Closing, waive any anti-dilution rights in connection with the Transactions that would otherwise result in the SPAC Class B Shares converting into SPAC Class A Shares on a greater than one-for-one basis, (e) subject to and conditioned upon the Closing, effective as of the Closing, waive and forever discharge all Claims (as defined below) against the SPAC, Pubco, the Company and each of their respective and each of its and their past and present directors, officers, employees, agents, predecessors, successors, assigns, Affiliates and Subsidiaries, provided that nothing releases, waives or discharges any claim for fraud or the specific categories of claims expressly preserved in the Sponsor Support Agreement (including claims under the Sponsor Support Agreement or any other Ancillary Agreement, rights to receive Pubco securities thereunder, and indemnification rights) and (f) immediately prior to the Company Merger Effective Time, forfeit for no consideration 120,000 SPAC Class A Shares, 2,364,000 SPAC Class B Shares and 60,000 SPAC Private Warrants.

For the purposes of the preceding

paragraph, "Claims" mean all past or present claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing.

For additional information, see the

section entitled "The Transactions—Other Transaction Agreements—The Sponsor Support Agreement."

Subscription Agreement

In connection with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into a Series C Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pubco Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Series C Subscription Agreement. For more information about the Series C Subscription Agreement, please see the section entitled " The Transactions—Series C Subscription Agreement ."

Advance Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Advance Funding Subscription Agreements with the Advance Funding Subscribers, pursuant to which the Advance Funding Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, the Advance Funding Shares for $214.05 million in cash and a contribution of 600,000 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. Advance Funding Subscribers will receive a number of Advance Funding Shares at the closing of the Advance Funding equal to the sum of (a) the Advance Funding Initial Subscribed Shares and (b) the Advance Funding Adjustment Shares, if any. The closing of each Advance Funding Subscription is conditioned on the satisfaction or waiver by each such Advance Funding Subscriber of the additional condition that, on the date of each such agreement, no other Advance Funding Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the other Advance Funding Shares) shall have been amended, modified or waived in any manner that benefits any other Advance Funding Subscriber unless such Advance Funding Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such other Advance Funding Subscriber or its affiliates or related persons).

Prior to the execution of the Advance Funding Subscription Agreements, Pubco established the necessary custodial arrangements for both cash and XRP contributions, including entering into cash and digital asset custody agreements with third-party custodians and liquidity providers. Each Advance Funding Subscriber was required to fund its subscription amount either (i) in cash, by wire transfer of U.S. dollars to a segregated cash custody account maintained for the benefit of Pubco, or (ii) in XRP, by transfer to a designated digital wallet maintained with an independent XRP custodian. Following receipt of any cash Advance Funding Subscription proceeds, Pubco, on behalf of the Advance Funding Subscribers, instructed its cash custodian to transfer such proceeds (net of customary transaction and network fees) to its XRP custodian for use in purchasing XRP at then-prevailing market prices from one or more liquidity providers. In aggregate, the Company purchased 84,365,876.3625 XRP tokens with the cash proceeds from the Advance Funding Subscription Agreements. Such purchased XRP, together with any XRP originally contributed by the Private Placement Investors, are being held in escrow in an unencumbered digital custody wallet maintained in the name of Pubco but for the benefit of all such Private Placement Investors, pending completion of the Business Combination.

For more information about the Advance Funding Subscription Agreements, please see the section entitled " The Transactions—Advance Funding Subscription Agreements ."

Delayed Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into Delayed Funding Subscription Agreements with the Delayed Funding Subscribers, pursuant to which the Delayed Funding Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, the Delayed Funding Shares for $10.5 million in cash and a contribution of 200,000 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. Delayed Funding Subscribers will receive a number of Delayed Funding Shares at the closing of the Delayed Funding equal to the quotient of (i) the Delayed Funding Subscription Price and (ii) $10.00. The closing of each Delayed Funding Subscription is conditioned on, among other things, the satisfaction or waiver of all closing conditions to the consummation of the Business Combination and; the Delayed Funding Subscribers' consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits to the Delayed Funding Subscribers.

For more information about the Delayed Funding Subscription Agreements, please see the section entitled " The Transactions—Delayed Funding Subscription Agreements ."

Contributor Related Party Entity

Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Contributor Related Party Entity Subscription Agreement with the Contributor Related Party Entity, pursuant to which the Contributor Related Party Entity purchased and Pubco agreed to issue and sell, on the Closing Date, the Contributor Related Party Entity Subscribed Equity Interests for 50 million XRP tokens in a private placement, upon the terms and subject to the conditions set forth therein. The Contributor Related Party Entity will not receive a number of Pubco Class A Common Stock that would result in the Contributor Group Holders collectively owning, immediately after the Transaction Closing and the other related transactions, a number of shares that would cause the Contributor Group Ownership Percentage (as defined below) to exceed 9.9% and, to the extent the number of shares issued to the Contributor Group Holders is reduced as a result of the foregoing, the Contributor Related Party Entity will receive a number of Company Units that is equal to the number of Contributor Related Party Entity Subscribed Equity Interests minus the number of Contributor Related Party Entity Subscribed Shares. The Contributor Related Party Entity Subscribed Equity Interests shall be equal to the sum of (a) the Contributor Related Party Entity Initial Subscribed Equity Interests and (b) the Contributor Related Party Entity Adjustment Equity Interests, if any. Prior to and effective upon closing, Pubco, Ripple and the Contributor Related Party Entity will enter into the Company A&R LLCA.

The Contributor Related Party Entity was required to transfer its subscription amount in XRP to a digital wallet designated by Pubco and maintained with an independent XRP custodian. Prior to executing the Contributor Related Party Entity Subscription Agreement, Pubco and the Company put in place the necessary custodial arrangements for the Contributor Related Party Entity's XRP contribution, including entering into a digital asset custody agreement with a third-party custodian.

For more information about the Contributor Related Party Entity Subscription Agreement, please see the section entitled " The Transactions—Contributor Related Party Entity Subscription Agreement ."

Concurrently with the Closing, the Sponsor, the SPAC Insiders and certain other parties will enter into Lock-Up Agreements with Pubco pursuant to which such parties will agree that the Restricted Securities will be locked-up and subject to transfer restrictions. For additional information, see the section entitled " The Transactions—Other Transaction Agreements—The Lock-Up Agreements " Amended and Restated Registration Rights Agreement Concurrently with the Closing of the Business Combination Agreement, Pubco, SPAC, the Sponsor and certain securityholders listed therein will enter into a registration rights agreement that will amend and restate the Registration Rights Agreement (the "A&R Registration Rights Agreement"), pursuant to which Pubco will assume the registration obligations of SPAC under such registration rights agreement, with such rights applying to the shares of Pubco Stock. For additional information, see the section entitled " Certain Relationships and Related Party Transactions—Pubco's Relationships and Related Party Transactions—Amended and Restated Registration Rights Agreement. " Indemnification Agreements SPAC has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained under the Cayman Islands law. These indemnification agreements require SPAC, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service to the fullest extent permitted by law. These indemnification agreements require SPAC to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding to the fullest extent permitted by law.

Our Sponsor is a Delaware limited partnership. The general partner of the Sponsor is Arrington Capital Management, LLC, a Delaware limited liability company. J. Michael Arrington, a member of the SPAC Board, is the sole managing member of Arrington Capital Management, LLC, which is the general partner of the Sponsor. As of the date hereof, J. Michael Arrington is deemed to hold voting and dispositive control over the securities held directly by the Sponsor. J. Michael Arrington disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Each of Mr. Arrington, Taryn Naidu, Chief Executive Officer of SPAC and member of the SPAC Board, Kyle Horton, Chief Financial Officer of SPAC, and Ronald Palmeri, a member of the SPAC Board, owns limited partner interests in the Sponsor and through them has an indirect interest in the Founder Shares, the SPAC Class A Shares, the SPAC Private Warrants and compensation the Sponsor receives in connection with the Transactions. In addition, the Sponsor is expected to transfer 10,000 SPAC Class B Shares to each of Richard Danis, Lindy Key, and Ronald Palmeri, each members of the SPAC Board, prior to the closing of the Business Combination.

Original Sponsor Transaction

On November 7, 2024, Original Sponsor purchased 7,880,000 Class B Shares from us for an aggregate purchase price of $25,000, or $0.00317 per share, of which up to 1,027,826 founder shares remained subject to forfeiture depending on the extent to which the Underwriters' over-allotment option is exercised during SPAC IPO. In connection with the Initial Public Offering, up to 1,027,826 founder shares were subject to forfeiture depending on the extent to which the Underwriters' over-allotment option was exercised during this offering. The number of founder shares, and the forfeiture mechanism underlying the founder shares, was determined in order to ensure that the founder shares represented 25% of the outstanding shares (including any shares underlying private placement units) upon completion of the Initial Public Offering and the exercise of the Underwriters' over-allotment option, if any.

In connection with SPAC IPO, the Original Sponsor purchased 400,000 private placement units at $10.00 per unit, and CCM and Northland, as representatives of the Underwriters in this offering, purchased an aggregate of 310,000 private placement units at a price of $10.00 per unit (the "Private Placement Units"). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering and the over-allotment option, as applicable. A total of $231,150,000 out of the proceeds from the Initial Public Offering and the sales of the Private Placement Units was placed in a U. S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

In connection with SPAC IPO and the issuance and sale of Units, on May 20, 2025, we completed the private placement of Units at a price of $10.00 per Unit (the "Private Placement Units"), with the underwriter's over-allotment option being fully exercised, generating gross proceeds of $7,100,000, as follows: (A) 400,000 Private Placement Units ($4,000,000 in the aggregate) with the Original Sponsor, (B) 155,000 Private Placement Units ($1,550,000 in the aggregate) with Cohen & Company Capital Markets ("CCM") and (C) 155,000 Private Placement Units ($1,550,000 in the aggregate) with Northland Securities, Inc. ("Northland") (collectively, the "Private Placement"). The Private Placement Units, which were purchased by the Sponsor, CCM and Northland, are identical to the Units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, subject to transfer restrictions until 180 days following the consummation of the Company's initial business combination and (ii) entitled to registration rights.

In connection with the Business Combination, the Board took into account the financial analysis reviewed by CCM with the Board as well as the oral opinion of CCM rendered to the Board on October 19, 2025 as to the fairness, from a financial point of view, to our shareholders (other than New Sponsor and its affiliates) of equity value ascribed pursuant to the business combination. CCM subsequently confirmed its opinion by delivery of its fairness opinion. The Board also considered that the Board had received the fairness opinion from CCM.

Related Party Policy

SPAC's Code of Business Conduct will require us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the SPAC Board (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

SPAC audit committee, pursuant to its written charter, will be responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances and the extent of the related party's interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, and that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such

related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of Sponsor, officers or directors, including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, and the approval of a majority of SPAC disinterested independent directors that the business combination is fair to SPAC unaffiliated shareholders from a financial point of view.

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Company Facility Agreement

On November 6, 2025, the Company entered into the Company a master intercompany facility agreement with Ripple which was subsequently (as amended, on February 11, 2026, the "Company Facility Agreement"), establishing a $7.0 million revolving credit facility in order to fund certain working capital needs, transaction expenses and other general corporate purposes (the "Company Facility"). Interest on amounts drawn under the Company Facility accrues at a rate of 3.81% p.a. from November 6, 2025. Amounts borrowed under the Company Facility will were required to be repaid upon the earlier of (i) within five business days notice of demand by Ripple, (ii) within five business days after the BCA Closing Date, and (iii) within or earlier upon five business days' after the BCA Termination Date (the "Company Facility Repayment Date"). notice of demand by Ripple. The Company Facility Agreement contains customary representations and warranties, termination provisions and events of default. All principal and interest accrued is to be payable on the Company Facility Repayment Date. As of December 31, 2025, June 30, 2026, the Company had borrowed $1.2 $6.6 million under the Company Facility. with all principal and interest accrued to be payable on the Company Facility Repayment Date. A copy of the Company Facility Agreement and the amendment thereto are filed as exhibits to the registration statement of which this prospectus forms a part.

On October 7, 2026, the Company entered into the Second Facility Amendment to the Company Facility, which increased the borrowing limit of the Company Facility to $10.0 million and confirmed all amounts drawn through September 30, 2026. That included certain payments Ripple made to third parties on behalf of the Company and Evernorth, which were previously recorded as related party payables and are now treated as borrowings under the Company Facility Agreement. As of October 7, 2026, the Company had borrowed $9.7 million under the Company Facility.

Related Party Payables and Receivables

Certain operating costs of the Company have been paid on its behalf by Ripple, resulting in amounts owed by the Company to Ripple of $0.3 million as of June 30, 2026, which are reflected as a related party payable. As part of the Second Facility Amendment executed on October 7, 2026, these amounts were reclassified and treated as borrowings under the Company Facility.

The Company has made draws on the Company Facility to fund certain vendor payments on behalf of Evernorth. When the draws are made, a corresponding receivable is recorded. In addition, the Company makes certain vendor payments directly from its bank account on Evernorth's behalf. As of June 30, 2026, the Company recorded a related party receivable of $3.1 million, which includes $1.0 million of principal and $23,472 of accrued interest related to draws under the Company Facility, and $2.1 million related to direct vendor payments made by the Company, all of which are due from Evernorth. As of December 31, 2025, the related party receivable totaled $716,710, consisting of $711,247 of principal and $5,463 of accrued interest. The receivable represents intercompany balances expected to be settled in the normal course of operations.

Other Relationships and Related Party Transactions

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Effective upon The Closing, the Pubco Board expects to adopt has adopted a written conflicts policy that will set sets forth the following policies and procedures for the review and approval or ratification of related party transactions to which the Company, as subsidiary of Pubco, will be is subject. A "related party transaction" is a transaction, arrangement or relationship in which Pubco or any of its subsidiaries (including the Company) was, is or will be a participant, the amount of which involved exceeds $120,000 (or, for so long as Pubco remains a "smaller reporting company" the lesser of (i) $120,000 and (ii) 1% of Pubco's average total assets of the two completed fiscal years), and in which any related party had, has or will have a direct or indirect material interest. A "related party" means:

• any person who is, or at any time during the applicable period was, one of Pubco' Pubco's executive officers or directors;

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Pubco will have has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit committee will have has the responsibility to review related party transactions.

Transactions Related to the Business Combination

Business Combination Agreement

On October 19, 2025 (the "Signing Date"), SPAC, Pubco, the Company, SPAC Merger Sub (Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco), Company Merger Sub (Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco) and Ripple Labs Inc. entered into the Business Combination Agreement. On August 12, 2026, the same parties entered into Amendment No. 1 to the Business Combination Agreement for purposes of certain changes to Pubco's amended and restated articles of incorporation, which were adopted by Pubco and became effective upon the Closing.

At least one Business Day prior to the Closing Date, SPAC de-registered in the Cayman Islands and domesticated as a Delaware corporation (the "SPAC Domestication") and was renamed Arrington Capital SPAC I Inc. Upon the Closing, (a) Company Merger Sub merged with and into the Company, with the Company continuing as the surviving company, and holders of Company Units received one share of Pubco Class A Common Stock for each Company Unit, subject to certain reductions and other limitations imposed on the Contributor Related Parties; and (b) simultaneously with the Company Merger, SPAC Merger Sub merged with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity, with (x) stockholders of SPAC Delaware receiving one share of Pubco Class A Common Stock for each SPAC Class A Share and (y) warrantholders of SPAC Delaware receiving one warrant to purchase one share of Pubco Class A Common Stock for each warrant to purchase one SPAC Class A Share. As a result of the Mergers and the other Transactions, Pubco became a publicly traded company.

The aggregate shares issued to Ripple were reduced as described in the Business Combination Agreement. If the Transactions would have resulted in the Contributor Related Parties beneficially owning Pubco Stock with combined voting power in excess of 9.9% of Pubco's total voting power, the Company Units held by Ripple were converted so that the Contributor Related Parties' combined voting power equaled 9.9%.

The Business Combination Agreement contained customary representations and warranties of the parties, which did not survive the Closing other than certain specified representations. Many of the representations and warranties were qualified by materiality or Material Adverse Effect. The Business Combination Agreement also contained customary interim-period covenants, including covenants concerning conduct of business, no-solicitation of Acquisition Proposals during the Interim Period, preparation and filing of the S-4 Registration Statement, access and information rights, delivery of financial statements and the SPAC's SEC reporting obligations.

The mutual conditions to Closing included receipt of the Required Shareholder Approval, expiration or termination of any applicable waiting period under the HSR Act, the absence of any legal prohibition on the Transactions, effectiveness of the S-4 Registration Statement, approval of the Pubco Class A Common Stock and Pubco Warrants for clearing through DTC and listing on Nasdaq, and SPAC having net tangible assets of at least $5,000,001. The party-specific conditions included, among other things, completion of the Contribution and the SPAC Domestication, satisfaction of the applicable representations, warranties and covenants, and the Advance Funding Subscribers and Delayed Funding Subscribers having contributed the requisite XRP and provided cash funding such that the Available Transaction Cash satisfied the applicable commitments. Each of these conditions was satisfied or waived, and the Closing occurred.

The Business Combination Agreement contained customary termination rights, including termination by mutual written consent, termination by either SPAC or Pubco if the conditions to Closing had not been satisfied or waived by the Outside Date, which was the first anniversary of the Business Combination Agreement (October 19, 2026), termination upon a final, non-appealable legal restraint permanently prohibiting the Transactions, and termination upon failure to obtain the Required Shareholder Approval. No termination fee was payable, and these termination rights terminated upon the Closing.

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Pubco is a party to the Sponsor Support Agreement, described in the section entitled "SPAC's Relationships and Related Party Transactions."

Pubco is a party to the Sponsor Support Agreement. Under that agreement, as amended by Amendment No. 1 dated August 12, 2026, the Sponsor agreed to vote its securities in favor of the Business Combination and related proposals and against competing transactions and actions that would impede the Business Combination; comply during the Interim Period with restrictions on transfers and redemptions and other restrictions under the Insider Letter; waive, subject to and conditioned upon the Closing, anti-dilution rights that otherwise could have resulted in a greater-than-one-for-one conversion of SPAC Class B Shares; and, effective as of the Closing, waive and forever discharge specified Claims against SPAC, Pubco, the Company and their related persons, subject to customary exclusions. Immediately prior to the Company Merger Effective Time, the Sponsor forfeited for no consideration 120,000 SPAC Class A Shares, 2,364,000 SPAC Class B Shares and 60,000 SPAC Private Warrants. Amendment No. 1 adjusted the securities forfeited by the Sponsor, which were canceled at the Company Merger Effective Time. For purposes of the Sponsor Support Agreement, "Claims" included past or present claims, demands, damages, debts, judgments, causes of action and liabilities arising directly or indirectly from acts, omissions, events or transactions occurring, or circumstances existing, at or before the Closing, subject to the agreement's express exceptions.

Series C Subscription Agreement

In connection with the Business Combination, Pubco, the Company and SPAC entered into the Series C Subscription Agreement with the Sponsor, pursuant to which the Sponsor purchased, and Pubco issued and sold at the Closing, shares of Pubco Class A Common Stock and Pubco Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens. On August 12, 2026, Pubco, the Company, SPAC and the Sponsor entered into Amendment No. 1, which revised the pricing mechanics. The amendment subjected the initial share calculation to a closing-date adjustment if the Closing XRP Price was below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price was above the Signing XRP Price; the Closing XRP Price was determined to be $1.43069. The Sponsor received (i) the number of shares of Pubco Class A Common Stock that resulted in the Series C DQ Persons' Series C Attributed Ownership Percentage equaling 19.9% and (ii) the balance of the Series C Subscribed Shares as Pubco Class C Common Stock. The Series C Subscribed Shares equaled the Series C Initial Subscribed Shares plus the Series C Adjustment Shares, if any.

Advance Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Advance Funding Subscription Agreements with the Advance Funding Subscribers, pursuant to which the Advance Funding Subscribers purchased, and Pubco issued and sold at the Closing, the Advance Funding Shares for $214.05 million in cash and a contribution of 600,000 XRP tokens. On August 12, 2026, Pubco, the Company, SPAC and each Advance Funding Subscriber entered into Amendment No. 1 to revise the pricing mechanics. Each Advance Funding Subscriber received at the Closing a number of Advance Funding Shares equal to the sum of the Advance Funding Initial Subscribed Shares and the Advance Funding Adjustment Shares, if any. The amendment subjected the initial share calculation to a closing-date adjustment if the Closing XRP Price was below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price was above the Signing XRP Price; the Closing XRP Price was determined to be $1.43069.

On August 12, 2026, Pubco, the Company, SPAC and each SBI Stockholder further amended the applicable Advance Funding Subscription Agreements to apply a 39.9% ownership limitation to the shares of Pubco Class A Common Stock issuable in respect of SBI's subscription. At the Closing, Pubco issued the number of Pubco Class A Common Stock shares that caused the SBI subscriber group's ownership percentage to equal 39.9% and issued the balance of the subscribed shares as Pubco Class C Common Stock. This allocation did not change the aggregate number of subscribed shares, the aggregate subscription price or the per-share price, which were identical for shares of Pubco Class A Common Stock and Pubco Class C Common Stock. The Pubco Class C Common Stock is convertible into Pubco Class A Common Stock in accordance with the Amended and Restated Articles of Incorporation.

Pubco established custodial arrangements for the cash and XRP contributions. In aggregate, the Company purchased 84,365,876.3625 XRP tokens with cash proceeds from the Advance Funding Subscription Agreements. Such purchased XRP, together with XRP originally contributed by the Private Placement Investors, was held in an unencumbered digital custody wallet maintained in Pubco's name for the benefit of the Private Placement Investors pending the Closing and was released at the Closing.

Delayed Funding Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into Delayed Funding Subscription Agreements with the Delayed Funding Subscribers, pursuant to which the Delayed Funding Subscribers purchased, and Pubco issued and sold at the Closing, the Delayed Funding Shares for $10.5 million in cash and a contribution of 200,000 XRP tokens. The Delayed Funding Subscribers received a number of Delayed Funding Shares equal to the quotient of the Delayed Funding Subscription Price and $10.00. The closing conditions to each Delayed Funding Subscription were satisfied or waived, including the Delayed Funding Subscribers' consent to amendments, modifications or waivers to the Business Combination Agreement that would reasonably be expected to materially and adversely affect their economic benefits.

Contributor Related Party Entity Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the Contributor Related Party Entity Subscription Agreement with the Contributor Related Party Entity, pursuant to which the Contributor Related Party Entity purchased, and Pubco and the Company issued and sold at the Closing, the Contributor Related Party Entity Subscribed Equity Interests for 50 million XRP tokens. On August 12, 2026, Pubco, the Company, SPAC and the Contributor Related Party Entity entered into Amendment No. 1, which revised the pricing mechanics. The amendment subjected the initial equity-interest calculation to a closing-date adjustment if the Closing XRP Price was below the Signing XRP Price, while retaining the additional-equity-interest adjustment if the Closing XRP Price was above the Signing XRP Price; the Closing XRP Price was determined to be $1.43069. The Contributor Related Party Entity received Pubco Class A Common Stock only to the extent consistent with the 9.9% Contributor Group Ownership Percentage limitation and received Company Units for the balance of its subscribed equity interests. The Contributor Related Party Entity Subscribed Equity Interests equaled the Contributor Related Party Entity Initial Subscribed Equity Interests plus the Contributor Related Party Entity Adjustment Equity Interests, if any.

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Pubco estimates that up to an aggregate of approximately 85,216,016 shares of Pubco Class A Common Stock, consisting of (i) 13,026,926 shares of Pubco Class A Common Stock outstanding, 42,769,074 shares of Pubco Class A Common Stock issuable upon conversion of Pubco Class C Common Stock, and 140,000 shares of Pubco Class A Common Stock issuable upon exercise of warrants, in each case held by Sponsor, (ii) 155,000 shares of Pubco Class A Common Stock issuable upon exercise of warrants held by certain SPAC shareholders, (iii) 4,647,857 shares of Pubco Class A Common Stock outstanding held by Contributor, (iv) 1,832,875 shares of Pubco Class A Common Stock outstanding held by the Contributor Related Party Entity, (v) 21,546,963 shares of Pubco Class A Common Stock outstanding held by the Advance Funding Subscribers, and (vi) 1,097,321 shares of Pubco Class A Common Stock outstanding held by the Delayed Funding Subscribers, will be subject to registration rights following the Transactions and the consummation of the Private Placement Investments, assuming, among other things, that neither SPAC, nor Pubco nor the Company enter into any additional financing arrangements after the date hereof and prior to Closing, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Transactions, that all Private Placement Investors fund their commitments as and when required under their Private Placement Subscription Agreements, that Ripple contributes the Contributed XRP as and when required under the Contribution Agreement, that the Closing SPAC Share Price is $10.00, that the Closing XRP Price is $2.36609 (which would be the Closing XRP Price if the Business Combination closed on October 19, 2025), that no shares of Pubco Class A Common Stock are issued pursuant to the Incentive Plan, and neither Ripple nor any Private Placement Investor purchases SPAC Class A Shares in the open market.

Concurrently with At the Closing, SPAC Delaware, Pubco, the Sponsor, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Northland Securities, Inc. and certain other securityholders listed therein will enter into in the A&R Registration Rights Agreement entered into that will amend agreement, which amended and restate restated the registration rights agreement entered into between SPAC, the Original Sponsor and certain other securityholders thereto at the time of the SPAC IPO. and pursuant to which Pubco will (i) assume assumed the registration obligations of SPAC under such registration rights that agreement, with such the rights applying to the shares of Pubco Class A Common Stock, and (ii) provide provided registration rights with respect to the resale of shares of Pubco Class A Common Stock and Sponsor Warrants held by the Sponsor, and Ripple, Cohen & Company Capital Markets and Northland Securities. Pubco is satisfying those registration obligations with a separate resale registration statement.

Indemnification Agreements

Pubco has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions of Nevada law. These agreements require Pubco to indemnify its directors and executive officers against liabilities arising by reason of their status or service and to advance expenses incurred in investigating or defending any action, suit or proceeding, in each case to the fullest extent permitted by law. Any SPAC indemnification agreements that survived the Closing and remain obligations of Pubco or the SPAC Surviving Subsidiary remain in effect only to that extent.

Concurrently with At the Closing, Ripple, the Sponsor and the Contributor Related Party Entity and the SPAC Insiders will enter entered into Lock-Up Agreements with Pubco pursuant to which such parties will agree agreed that the Restricted Securities will would be locked-up locked up and subject to transfer restrictions, as described below, subject to certain exceptions. Excluding the impact of Pubco Warrants, 19,507,658 shares of Pubco Class A Common Stock (assuming no Redemptions by Public Shareholders), 17,066,776 7,044,386 shares of Pubco Class A Common Stock, (assuming 25% Redemptions by Public Shareholders), 14,625,892 shares representing approximately 29.8% of Pubco Class A Common Stock (assuming 50% Redemptions by Public Shareholders), 12,185,009 the issued and outstanding shares of Pubco Class A Common Stock (assuming 75% Redemptions by Public Shareholders) or 9,744,127 shares as of Pubco Class A Common Stock (assuming 100% Redemptions by Public Shareholders), will be October 9, 2026, were subject to the lock-up and transfer restrictions described below, subject to certain exceptions.

Shares of Pubco Class A Common Stock held by such parties will be locked up until the earlier of (a) the Anniversary Release; and (b) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco's stockholders having the right to exchange their shares of Pubco common stock for cash, securities or other property. The lock-up restrictions do not apply to the shares to be issued to Cantor under the Purchase Agreement being registered hereunder.

The Sponsor is a Delaware limited partnership. Its general partner is Arrington Capital Management, LLC, a Delaware limited liability company, and J. Michael Arrington is the sole managing member of the general partner and has voting and dispositive control over securities held directly by the Sponsor. J. Michael Arrington disclaims beneficial ownership except to the extent of any pecuniary interest. The identified limited partners hold limited partner interests in the Sponsor and through those interests have an indirect interest in the Pubco securities the Sponsor received in the Transactions. The Sponsor transferred 10,000 SPAC Class B Shares to each of Richard Danis, Lindy Key and Ronald Palmeri before the Closing; those shares converted into Pubco Class A Common Stock in the Transactions.

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Index To Financial Statements 9 changes

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