Evernorth Holdings registers 73,688,162 shares for sale

Cover page 13 changes

As filed with the Securities and Exchange Commission on October 23, 30, 2026

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This prospectus relates to the potential offer and sale from time to time by CF Principal Investments LLC ("Cantor" or the "Holder") of up to 5,218,935 shares of the Class A common stock, par value $0.001 per share (the "Pubco Class A Common Stock"), of Evernorth Holdings Inc., a Nevada corporation ("Pubco" or "Evernorth"), that may be issued by us to the Holder pursuant to a common stock purchase agreement, dated as of October 23, 2026, by and between us and the Holder (the "Purchase Agreement") establishing a committed equity facility (the "Facility"). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Pubco Class A Common Stock by the Holder. 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. In consideration for the Holder's execution and delivery of the Purchase Agreement, we agreed to pay to the Holder a cash commitment fee of $521,893.50 (the "Upfront Commitment Fee") by wire transfer of immediately available funds within five business days following the Upfront Determination Date (as defined herein). All of the shares of Pubco Class A Common Stock offered by this prospectus are shares that we may elect, in our sole discretion, to issue and sell to the Holder under the Purchase Agreement. Concurrently with the Purchase Agreement, we entered into a registration rights agreement with the Holder (the "ELOC Registration Rights Agreement"), pursuant to which we agreed to register the resale of the shares of Pubco Class A Common Stock issuable under the Purchase Agreement. See "The Committed Equity Financing" for a description of the Purchase Agreement, the ELOC Registration Rights Agreement and the Facility and "Selling Holder" for additional information regarding Cantor.

SUBJECT TO COMPLETION, DATED OCTOBER 23, 30, 2026

5,218,935 73,688,162 shares of Class A Common Stock

239,653 Sponsor Warrants

This prospectus relates to the potential offer and sale from time to time by the securityholders named in this prospectus or their permitted transferees (the "Selling Securityholders") of (i) up to 73,688,162 shares of Class A common stock, par value $0.001 per share (the "Pubco Class A Common Stock"), of Evernorth Holdings Inc., a Nevada corporation ("Pubco" or "Evernorth"), consisting of (a) 19,102,635 issued and outstanding shares held by certain Selling Securityholders, including shares issued pursuant to the Private Placement Subscription Agreements (as defined herein) and the Contribution Agreement (as defined herein), (b) up to 31,392,746 shares of Pubco Class A Common Stock issuable upon conversion of outstanding shares of Class C Common Stock, par value $0.001 per share (the "Pubco Class C Common Stock") held by certain Selling Securityholders, (c) up to 22,953,128 shares of Pubco Class A Common Stock issuable upon the redemption or exchange of Company Units (as defined below) held by certain Selling Securityholders, and (d) up to 239,653 shares of Pubco Class A Common Stock issuable upon exercise of warrants to purchase shares of Pubco Class A Common Stock at an exercise price of $11.50 per share (the "Sponsor Warrants"), which were originally included in the units sold in a private placement completed concurrently with the closing of the initial public offering of Arrington Capital SPAC I Inc., a Delaware corporation (f/k/a Armada Acquisition Corp. II, a Cayman Islands exempted company with limited liability) ("SPAC"), and are held by Arrington XRP Capital Fund, LP, a Delaware limited partnership (the "Sponsor"), Cohen & Company Securities, LLC and Northland Securities, Inc. (the Sponsor having acquired its warrants from the original sponsor of SPAC in August 2025), and (ii) up to 239,653 Sponsor Warrants. We will not receive any proceeds from the sale of Pubco Class A Common Stock or Sponsor Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Sponsor Warrants.

The Holder Selling Securityholders may offer, sell or distribute all or a portion of the Pubco Class A Common Stock securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Pubco Class A Common Stock or Sponsor Warrants, except with respect to amounts received by us upon the exercise of the Sponsor Warrants. We will bear all costs, expenses and fees in connection with the registration of these shares, securities, including with regard to compliance with state securities or "blue sky" laws. The timing and amount of any sale are within the sole discretion of the Holder. The Holder is an underwriter under the Securities Act of 1933, as amended (the "Securities Act") and any profit on sale of the Pubco Class A Common Stock by them and any discounts, commissions or concessions received by them may be deemed to be underwriting discounts and commissions under the Securities Act. Although the Holder is obligated to purchase Pubco Class A Common Stock under the terms of the Purchase Agreement to extent we choose to sell such Class A Common Stock to them (subject to certain conditions), there can be no assurances that the Holder will sell any or all of the Pubco Class A Common Stock purchased under the Purchase Agreement pursuant to this prospectus. We have agreed to pay the fees and expenses of a qualified independent underwriter in this offering. The Holder Selling Securityholders will bear all commissions and discounts, if any, attributable to its their sale of Pubco Class A Common Stock or Sponsor Warrants. See "Plan of Distribution." (Conflict of Interest)."

The Pubco Class A Common Stock is and our warrants are listed on the Nasdaq Global Market under the symbol symbols "XRPN" and "XRPNW," respectively. On October 22, 29, 2026, the last reported sale price of the Pubco Class A Common Stock was $15.46 $14.71 per share and the last reported sale price of our warrants was $3.70 per warrant.

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The Committed Equity Financing

Determination Of Offering Price

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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Selling Securityholders

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Plan Of Distribution (Conflict of Interest)

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About This Prospectus 2 changes

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, the Holder Selling Securityholders may, from time to time, sell the Pubco Class A Common Stock securities offered by it and them described in this prospectus. We will not receive any proceeds from the sale by the Holder such Selling Securityholders of the Pubco Class A Common Stock securities offered by it. However, assuming sales of the full 5,218,935 shares are made at the closing stock price on the cover of them described in this prospectus. If the holders exercise the Sponsor Warrants for cash, we may will receive up to approximately $80.7 million in aggregate gross the applicable exercise proceeds, which are not 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 resale offering registered by this prospectus.

Neither we nor the Holder Selling Securityholders have authorized anyone to provide you with any information other than that provided in this prospectus, as well as any information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Holder Selling Securityholders can provide any assurance as to the reliability of any other information that others may give you. Neither we nor the Holder Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

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Frequently Used Terms 16 changes

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"Alternative Transaction" means (A) with respect to the Company, Pubco, Company Merger Sub, SPAC Merger Sub, Ripple and their respective affiliates, a transaction (other than the Transactions contemplated by the Business Combination Agreement and any Ancillary Agreement) concerning the sale of all or substantially all of the business or assets of Pubco and its subsidiaries, taken as a whole, whether such transaction takes the form of a sale of the shares or other equity interests in Pubco or the Company, assets, merger, consolidation, issuance of debt securities, joint venture or partnership, or otherwise and (B) with respect to SPAC and its affiliates, a transaction ii (other than the Transactions contemplated by the Business Combination Agreement) concerning a business combination of, by or involving SPAC.

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"Cantor" or the "Holder" means CF Principal Investments LLC, a Delaware limited liability company.

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"CF&CO" means Cantor Fitzgerald & Co.

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"Commencement" means the satisfaction or waiver of each of the conditions to the Holder's obligations set forth in Section 7.2 of the Purchase Agreement, and "Commencement Date" means the date on which Commencement occurs.

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"Delayed Funding Subscription Price" means (a) if the Delayed Funding Subscriber elected to subscribe for the Delayed Funding Shares with cash, the amount of cash contributed as set forth on the signature page to its Delayed Funding Subscription Agreement or (b) if the Delayed Funding Subscriber elected to subscribe for the Delayed Funding Shares with XRP, the amount (in USD) equal to the product of (x) the amount of XRP contributed as set vi forth on the signature page to its Delayed Funding Subscription Agreement and (y) the determined Closing XRP Price of $1.43069.

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"ELOC" or "Committed Equity Facility" means the committed equity facility established by the ELOC Purchase Agreement, pursuant to which Pubco has the right, subject to the conditions and limitations set forth therein, to sell to Cantor up to 5,218,935 newly issued shares of Pubco Class A Common Stock.

"ELOC Purchase Agreement" means the Common Stock Purchase Agreement, dated as of October 23, 2026, between Pubco and Cantor.

"ELOC Registration Rights Agreement" means the registration rights agreement, dated as of October 23, 2026, by and between us and the Holder, Cantor, entered into concurrently with the ELOC Purchase Agreement. in connection with the Facility (also referred to as an equity line of credit, or "ELOC"), pursuant to which we agreed to register the resale of the Registrable Securities.

"ELOC Registration Statement" means the registration statement on Form S-1 filed by Pubco on October 23, 2026 with the SEC to register the resale by Cantor of the shares of Pubco Class A Common Stock issuable to Cantor under the ELOC Purchase Agreement, which is a registration statement separate from the registration statement of which this prospectus forms a part.

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"Facility" means the committed equity facility established by the Purchase Agreement.

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"Initial ELOC Registration Statement" means the initial registration statement on Form S-1 that we are required to file under the ELOC Registration Rights Agreement covering the resale by the Holder of the Registrable Securities, of which this prospectus forms a part.

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"Principal Market" means Nasdaq or, if the Pubco Class A Common Stock is not then listed on Nasdaq, the principal market or exchange on which the Pubco Class A Common Stock is then listed or quoted.

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"Purchase Agreement" means the common stock purchase agreement, dated as of October 23, 2026, by and between us and the Holder, establishing the Facility.

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"Registrable Securities" means the shares of Pubco Class A Common Stock issuable to the Holder under the Purchase Agreement that are required to be registered for resale under the ELOC Registration Rights Agreement.

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"Upfront Commitment Fee" means the cash commitment fee of $521,893.50 payable by us to the Holder under the Purchase Agreement in consideration for the Holder's execution and delivery of the Purchase Agreement.

"Upfront Determination Date" means the date on which the Initial ELOC Registration Statement is declared effective under the Securities Act.

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Forward-looking statements 2 changes

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• Pubco's ability to draw on the Committed Equity Facility, including the satisfaction of the conditions to Cantor's purchase obligations, and the availability, timing and amount of any proceeds therefrom;

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These forward-looking statements are based on information available as of the date of this 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 Pubco or the xiv Company as of any subsequent date, and neither the Company nor Pubco 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.

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Summary of the Prospectus 10 changes

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As a result of the Business Combination, we became the publicly traded parent company of Pathfinder and SPAC Delaware. The Pubco Class A Common Stock and warrants began trading on Nasdaq on October 12, 2026 under the symbol symbols "XRPN" and "XRPNW," respectively. In connection with the Closing, the SPAC's units, Class A ordinary shares and public warrants ceased trading on Nasdaq and the SPAC filed a Form 25 to delist those securities.

Committed Equity Facility

On October 23, 2026, we entered into the ELOC Purchase Agreement with Cantor, establishing a committed equity facility. Subject to the conditions and limitations set forth in the ELOC Purchase Agreement, we have the right, but not the obligation, from time to time at our sole discretion until the first day of the month next following the 14-month anniversary of the date of the ELOC Purchase Agreement, to direct Cantor to purchase up to 5,218,935 newly issued shares of Pubco Class A Common Stock. We control the timing and amount of any sales under the Committed Equity Facility and are under no obligation to sell any shares.

The purchase price for shares sold under the ELOC Purchase Agreement will be 97% of the volume weighted average price of the Pubco Class A Common Stock during the applicable purchase period on the applicable purchase date, except that, if we request and Cantor accepts a purchase in respect of more than 20% of the trading volume, the purchase price will be calculated using the lower of that volume weighted average price and the lowest sale price in any block trade of more than 100,000 shares effected on that trading day following such acceptance. Our right to direct purchases is subject to conditions, including that the ELOC Registration Statement has been declared effective by the SEC and that the closing sale price of the Pubco Class A Common Stock on the immediately preceding trading day is not less than a threshold price equal to the greater of $1.00, 90% of that closing sale price and such higher price as we may specify, and the number of shares Cantor may be required to purchase in any purchase is limited by a beneficial ownership cap of 4.99% of our outstanding Pubco Class A Common Stock, a cap equal to 20% of the trading volume of the Pubco Class A Common Stock during the applicable purchase period and the share estimate specified in the applicable notice. We agreed to pay Cantor an upfront cash commitment fee of $521,893.50, subject to a true-up based on the volume weighted average trading price of the first 1,000,000 shares of Pubco Class A Common Stock sold pursuant to the ELOC Purchase Agreement, provided that the aggregate commitment fee will not exceed $1,000,000, and to reimburse certain of its expenses, subject to an aggregate cap of $500,000.

Concurrently with the ELOC Purchase Agreement, we entered into the ELOC Registration Rights Agreement, pursuant to which we agreed to register the resale by Cantor of the shares of Class A Common Stock issuable under the ELOC Purchase Agreement. Those shares are being registered on the ELOC Registration Statement and are not included in, or offered by, this prospectus. For additional information, see " Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Committed Equity Facility ."

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Summary of 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.

• Investors who buy Pubco Class A Common Stock from Cantor at different times will likely pay different prices.

• 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.

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• Sales of Pubco Class A Common Stock to Cantor under the Committed Equity Facility, and resales of those shares by Cantor, may cause substantial dilution and adversely affect the market price of Pubco Class A Common Stock, and the Committed Equity Facility may not be available to us when we need capital.

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The offering 15 changes

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Up to 5,218,935 shares of Pubco Class A Common Stock that we may elect, in our sole discretion, to issue and sell to Cantor, from time to time from and after the Commencement Date under the Purchase Agreement.

We will not receive any proceeds from any sale of Pubco Class A Common Stock by the Holder. 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 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. See "Use of Proceeds."

Conflict of Interest

Cantor is an affiliate of CF&CO, a FINRA member. CF&CO is expected to act as an executing broker for the sale of the Pubco Class A Common Stock sold by Cantor pursuant to the Committed Equity Financing. The receipt by Cantor of all the proceeds from sales of Pubco Class A Common Stock to the public made through CF&CO results in a "conflict of interest" under Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121. Accordingly such sales will be conducted in compliance with FINRA Rule 5121, which requires that a "qualified independent underwriter", as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise the usual standard of "due diligence" with respect to such document. In accordance with Rule 5121, StoneX Financial Inc. ("StoneX"), a FINRA member, will act as the "qualified independent underwriter", as defined in Rule 5121, for this offering. StoneX has participated in the preparation of the registration statement, of which this prospectus forms a part, including this prospectus, and has exercised its customary standards of due diligence with respect thereto. For its services as qualified independent underwriter, StoneX will receive a fee of $200,000, which we have agreed to pay. StoneX will receive no other compensation for acting as the qualified independent underwriter in this offering. See "Plan of Distribution (Conflict of Interest)."

Class A Common Stock offered by the Holder Selling Securityholders

Up to 73,688,162 shares of Pubco Class A Common Stock, consisting of (i) 19,102,635 issued and outstanding shares held by certain Selling Securityholders, (ii) up to 31,392,746 shares of Pubco Class A Common Stock issuable upon conversion of outstanding shares of Pubco Class C Common Stock, (iii) up to 22,953,128 shares of Pubco Class A Common Stock issuable upon the redemption or exchange of Company Units, and (iv) up to 239,653 shares of Pubco Class A Common Stock issuable upon exercise of the Sponsor Warrants.

Sponsor Warrants offered by the Selling Securityholders

Up to 239,653 Sponsor Warrants.

Shares of Pubco Class A Common Stock and Pubco Warrants outstanding

As of October 22, 2026, 26,094,680 shares of Pubco Class A Common Stock and 9,283,847 Pubco Warrants issued and outstanding. as of October 22, 2026. This number excludes (i) up to 9,283,847 shares of Pubco Class A Common Stock issuable upon exercise of the Pubco Warrants, (ii) 3,585,278 shares of Pubco Class A Common Stock initially issuable upon conversion of the Convertible Notes, based on the initial conversion rate and assuming the maximum amount of PIK Interest payable, subject to adjustment, (iii) 22,953,128 shares of Pubco Class A Common Stock issuable upon the redemption or exchange of Company Units held by holders of Company Units other than us, (iv) 31,392,746 shares of Pubco Class A Common Stock issuable upon the conversion of outstanding shares of Pubco Class C Common Stock, (v) 8,930,929 shares of Pubco Class A Common Stock reserved for issuance under the Incentive Plan, and (vi) 1,786,185 shares of Pubco Class A Common Stock reserved for issuance under the ESPP and (vii) up to 5,218,935 shares of Pubco Class A Common Stock that may be issued to Cantor from time to time under the ELOC Purchase Agreement.

The Sponsor Warrants are redeemable for $0.01 per warrant if the price per share of Pubco Class A Common Stock equals or exceeds $18.00, subject to the applicable warrant terms. See "Description of Securities—Warrants."

We will not receive any proceeds from any sale of Pubco Class A Common Stock or Sponsor Warrants by the Selling Securityholders. We may receive exercise proceeds if the holders exercise the Sponsor Warrants for cash; those are not proceeds of the resale offering registered by this prospectus. See "Use of Proceeds."

Market for Pubco Class A Common Stock and Warrants

The Pubco Class A Common Stock is and warrants are currently traded on the Nasdaq Global Market under the symbol symbols "XRPN" and "XRPNW," respectively.

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For additional information concerning the offering, see "Plan of Distribution." (Conflict of Interest)."

Risk factors 29 changes

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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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XRP is a highly volatile asset. Based on price data from Coinbase, XRP traded as low as approximately $0.98 per XRP and as high as approximately $3.10 per XRP over the 12 months ended October 7, 2026 based on intraday pricing. The trading price of XRP has continued to fluctuate significantly during 2026, trading substantially below the intramonth high of approximately $3.67 reached in July 2025. XRP closed at approximately $1.50 per XRP on October 7, 2026, which represented an increase of approximately 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."

XRP is a highly volatile asset. Based on price data from Coinbase, XRP traded as low as approximately $0.98 per XRP and as high as approximately $3.10 per XRP over the 12 months ended October 7, 2026 based on intraday pricing. The trading price of XRP has continued to fluctuate significantly during 2026, trading substantially below the intramonth high of approximately $3.67 reached in July 2025. XRP closed at approximately $1.50 per XRP on October 7, 2026, which represented an increase of approximately 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.

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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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.

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.

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At Closing, Pubco will maintain maintains 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 market price of Pubco Class A Common Stock may trade at a significant premium or discount to the net asset value ("NAV") of our XRP holdings, and such premium or discount may fluctuate significantly. The trading price of Pubco Class A Common Stock will be influenced by factors beyond the value of our XRP holdings, including investor perceptions of our strategy and risk profile, liquidity and trading volume, the size of our public float, expectations regarding our operating expenses, indebtedness and other liabilities, concerns about dilution from future equity issuances, general market conditions, and speculation regarding digital assets and digital-asset treasury businesses. We intend to continue to evaluate opportunities to raise capital in the near term, which may contribute further dilutive impacts on the share price. In particular, we have entered into the Committed Equity Facility, under which shares of Pubco Class A Common Stock would be sold to Cantor at 97% of the volume weighted average price of the Pubco Class A Common Stock during the applicable purchase period, and any sales under that facility at a time when the Pubco Class A Common Stock trades at a discount to NAV would be more dilutive to our existing stockholders.

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Pubco is a holding company, and its principal asset is its indirect ownership in the Company. Pubco is not expected to have independent means of generating significant revenue and has expenses as a public company. As the controller of the sole managing member of the Company, Pubco intends to cause the Company to make distributions to its members, including indirectly to Pubco, sufficient to cover Pubco's tax obligations and other costs or expenses. However, there can be no assurance that the Company will generate sufficient excess cash flow to make distributions to its members sufficient to cover Pubco's tax obligations, payments required under the Tax Receivable Agreement and other costs or expenses, or that laws and regulations or contractual provisions (especially under the Convertible Notes or any other debt instrument) will not restrict the Company's ability to make distributions.

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Pubco may obtain additional financing and may issue additional shares and/or offer debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity and/or shares of preferred stock. Pubco has issued $30.0 million principal amount of Convertible Notes concurrently with the Closing. The Convertible Notes are convertible into Pubco Class A Common Stock at the holder's option beginning on the one-year anniversary of the Effectiveness Date (as defined in the Note Purchase Agreement), and up to 3,585,278 shares of Pubco Class A Common Stock may initially be issuable upon conversion, based on the initial conversion rate and assuming the maximum amount of PIK Interest payable, subject to adjustment. In addition, Pubco has entered into the ELOC Purchase Agreement, under which Pubco may sell to Cantor up to 5,218,935 newly issued shares of Pubco Class A Common Stock, at a purchase price equal to 97% of the volume weighted average price of the Pubco Class A Common Stock during the applicable purchase period. Issuing additional shares of Pubco Stock, other equity securities, and/or securities convertible into equity may dilute the economic and voting rights of Pubco's existing stockholders, reduce the market price of outstanding shares of Pubco Class A Common Stock, or both. The Convertible Notes and other securities convertible into equity may be subject to adjustments in conversion terms that could increase the number of equity securities issuable upon conversion. Shares of preferred stock could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could further limit Pubco's ability to pay dividends to the holders of Pubco Class A Common Stock. The potential issuance of additional securities may delay or prevent a change in control of Pubco or the Company, discourage bids for our securities at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of holders of our securities, including Pubco Class A Common Stock. Pubco's decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of Pubco Class A Common Stock bear the risk that future offerings, sales under the Committed Equity Facility, the conversion of the Convertible Notes and the exercise of options under any stock option plans may reduce the market price of Pubco Class A Common Stock and dilute their percentage ownership. See the section entitled " Description of Securities ."

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The Lock-Up Agreements and the Insider Letter (as amended at the Closing in accordance with the Sponsor Support Agreement) provide that after the consummation of the Business Combination and subject to certain exceptions , the Pubco Class A Common Stock and Pubco Warrants received by the Sponsor, Contributor and the Contributor Related Party Entity will be locked-up and subject to transfer restrictions, as described below in the section " Securities Act Restrictions on Resale of Securities—Lock-Up " and in the section " Certain Relationships and Related Party Transactions—Pubco's Relationships and Related Party Transactions ." However, following the expiration of such lock-up, the Sponsor, Ripple and the Contributor Related Party Entity will not be restricted from selling Pubco Stock held by them, other than by applicable securities laws. Following the Closing, Ripple, the Contributor Related Party Entity and the Sponsor will collectively beneficially own approximately 29.7% of the outstanding shares of Pubco Class A Common Stock at Closing.

In addition, pursuant to the A&R Registration Rights Agreement, the Contribution Agreement and the Private Placement Subscription Agreements, Pubco agreed to register for resale, pursuant to Rule 415 under the Securities Act, shares of Pubco Class A Common Stock (or securities convertible or exchangeable into Pubco Class A Common Stock) held by the Sponsor, Contributor and the Private Placement Investors, and is registering such shares pursuant to the registration statement of which this prospectus forms a separate part. Pubco has also agreed, pursuant to the ELOC Registration Rights Agreement, to register for resale the shares of Pubco Class A Common Stock issuable to Cantor under the ELOC Purchase Agreement; those shares are being registered on the ELOC Registration Statement and are not offered by this prospectus. As restrictions on resale end and that this registration statement is available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of Pubco Class A Common Stock and the market price of Pubco Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Sales of Pubco Class A Common Stock to Cantor under the Committed Equity Facility, and resales of those shares by Cantor, may cause substantial dilution and adversely affect the market price of Pubco Class A Common Stock.

Under the ELOC Purchase Agreement, we may sell to Cantor up to 5,218,935 newly issued shares of Pubco Class A Common Stock. Shares sold to Cantor will be issued at a discount to the prevailing market price, at a purchase price equal to 97% of the volume weighted average price of the Pubco Class A Common Stock during the applicable purchase period on the applicable purchase date, and on any trading day on which we request, and Cantor accepts, a purchase of a percentage of trading volume in excess of 20%, the purchase price will instead be calculated using the lower of that volume weighted average price and the lowest sale price in any block trade of more than 100,000 shares effected on that trading day following such acceptance. Cantor may resell those shares at any time, and we will have no control over the timing, price or manner of its resales. Depending on the number of shares we elect to sell and the prices at which Cantor resells them, those issuances and resales could result in substantial dilution to our existing stockholders, increase the number of shares available for public sale and place downward pressure on the market price of the Pubco Class A Common Stock, which could in turn reduce the proceeds we receive from subsequent sales under the Committed Equity Facility.

In addition, the Committed Equity Facility may not be available to us when we need capital. Our right to direct Cantor to purchase shares does not commence until the conditions to Cantor's purchase obligations have been satisfied, including that the ELOC Registration Statement has been declared effective by the SEC and a final prospectus relating thereto has been filed, and each purchase remains subject to further conditions. We may not deliver a purchase notice unless the closing sale price of the Pubco Class A Common Stock on the immediately preceding trading day is not less than a specified threshold price, and the number of shares Cantor may be required to purchase in any purchase is limited to the least of a number that would not cause Cantor and its affiliates to beneficially own more than 4.99% of our outstanding Pubco Class A Common Stock, 20% of the trading volume of the Pubco Class A Common Stock during the applicable purchase period and our good faith share estimate set forth in the applicable notice. In addition, we may not issue or sell any shares of Pubco Class A Common Stock to Cantor under the ELOC Purchase Agreement if such issuance or sale would reasonably be expected to result in a violation of the Securities Act or a breach of the rules of Nasdaq. As a result, we may be unable to sell the full 5,218,935 shares of Pubco Class A Common Stock, or any shares, under the Committed Equity Facility, and we may be required to seek capital on less favorable terms or to sell XRP. Cantor also has the right to terminate the ELOC Purchase Agreement upon the occurrence of specified events, including a material adverse effect with respect to us, a fundamental transaction, a prolonged lapse in the availability of the ELOC Registration Statement, Cantor's identification of material unsatisfactory information in its due diligence review of us or of facts posing a material reputational risk to Cantor or its affiliates and, at any time after the seventh trading day following the closing under the ELOC Purchase Agreement, if the aggregate market value of our outstanding voting and non-voting common equity is less than $100 million.

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Even if Pubco is successful in listing Although the Pubco Class A Common Stock and developing a public market, is listed on the Nasdaq, there may not be enough liquidity in such market to enable Pubco stockholders to sell their shares of Pubco Class A Common Stock. If a public market for the shares of Pubco Class A Common Stock does not develop, investors may not be able to re-sell their shares of Pubco Class A Common Stock, rendering their shares illiquid and possibly resulting in a complete loss of their investment. Pubco cannot predict the extent to which investor interest in Pubco will lead to the development of an active, liquid trading market. The trading price of and demand for the shares of Pubco Class A Common Stock following the Closing and the development and continued existence of a market and favorable price for the shares of Pubco Class A Common Stock will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of Pubco, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for shares of Pubco Class A Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the shares of Pubco Class A Common Stock. Many of these factors and conditions are beyond the control of Pubco or stockholders of Pubco.

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In connection with the Transactions, we entered into the Tax Receivable Agreement with the TRA Parties, which provides for the payment by us to the TRA Parties of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in the Company's assets resulting from (a) the purchase of Company Units from any of the TRA Parties using the net proceeds from any future offering, (b) redemptions or exchanges by the TRA Parties of Company Units for shares of Pubco Class A Common Stock or cash or (c) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of the Company. The term of the Tax Receivable Agreement began upon completion of the Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances) and we make the termination payment specified in the Tax Receivable Agreement.

The term of the Tax Receivable Agreement began upon completion of the Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances) and we make the termination payment specified in the Tax Receivable Agreement.

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Use of proceeds 4 changes

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."

Any sales of Pubco Class A Common Stock or Sponsor Warrants by the Selling Securityholders pursuant to this prospectus will be solely for the Selling Securityholders' respective accounts. We will not receive any proceeds from any such sales.

If the holders exercise the Sponsor Warrants for cash, we will receive up to an aggregate of approximately $2.8 million, assuming exercise in full of all such warrants. These amounts would be proceeds from the exercise of the Sponsor Warrants, not proceeds from the resale offering registered by this prospectus. We expect to use any such net proceeds from the exercise of the Sponsor Warrants for general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the Sponsor Warrants. There is no assurance that the holders of the Sponsor Warrants will elect to exercise any or all of such warrants.

The Holder Selling Securityholders will pay any underwriting fees, discounts and selling commissions incurred by such Holder Selling Securityholders in connection with any sale of its their Pubco Class A Common Stock or Sponsor Warrants. We will bear all other costs, fees and expenses incurred in effecting the registration of the Pubco Class A Common Stock securities 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.

Market Information and Dividend Policy 1 change

The Pubco Class A Common Stock is and Pubco Warrants are currently listed on Nasdaq under the symbol symbols "XRPN" and "XRPNW," respectively. As of October 22, 2026, the closing trading price of the Pubco Class A Common Stock and the Pubco Warrants on Nasdaq was $15.46 and $3.92, respectively, and there were 25 holders of record of the Pubco Class A Common Stock and one holder of record of the Pubco Warrants.

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Unaudited Pro Forma Condensed Combined Financial Information 134 changes

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• the historical unaudited financial statements of SPAC as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference;

• the historical unaudited financial statements of the Company as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference; and • the historical unaudited financial statements of Pubco as of June 30, 2026, and the related notes thereto included elsewhere in the Proxy Statement/Prospectus this prospectus and are which incorporated herein by reference.

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Management has determined that the results of operations of SPAC for the period from July 1, 2025 through July 17, 2025 were not material, and, accordingly, no separate adjustment has been reflected for such period.

• The historical financial statements of SPAC for the period from July 1, 2025 to December 31, 2025, and the related notes thereto, which were derived from SPAC's audited financial statements as of and for the year ended September 30, 2025, SPAC's unaudited interim financial statements as of and for the period ended June 30, 2025, SPAC's unaudited financial statements as of and for the period ended December 31, 2025, included elsewhere in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference. Management has determined that the results of operations of SPAC for the period from July 1, 2025 through July 17, 2025 were not material, and, accordingly, no separate adjustment has been reflected for such period.

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• The historical unaudited financial statements of SPAC for the period from January 1, 2026 to June 30, 2026, and the related notes thereto, which were derived from SPAC's unaudited interim financial statements as of and for the three-month period ended March 31, 2026 and SPAC's unaudited interim financial statements as of and for the three-month period ended June 30, 2026, included elsewhere in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference .

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of the Proxy Statement/Prospectus this prospectus which incorporates transaction accounting adjustments. Pubco, the Company and SPAC have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred. Accordingly, the unaudited pro forma condensed combined financial information includes only transaction accounting adjustments. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information and describe the assumptions and estimates underlying the unaudited pro forma adjustments.

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This information should be read together with the financial statements and related notes, as applicable, of each of the Company and SPAC included in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference and the sections " The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations " and " SPAC's Management's Discussion and Analysis of Financial Condition and Results of Operations " and other financial information included elsewhere in the Proxy Statement/Prospectus this prospectus and which are incorporated herein by reference.

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$ 4,458,919 $ 355,375,557 $ (3,115,890) $ 356,718,586 $ 241,342,155 $ (201,825,887) $ 29,000,000 $ 425,234,854 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (CONTINUED) SHEET—(Continued) AS OF JUNE 30, 2026 Pathfinder Digital Assets LLC (Historical) Evernorth Holdings Inc. (Historical) Elimination Adjustments Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined LIABILITIES AND CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ 608,483 $ 166,796 $ — $ 775,279 $ 5,392,291 — $ 6,167,570 Accrued offering costs — — — — 75,000 — 75,000 Interest payable, related party 93,029 — — 93,029 — — 93,029 Related party payable 328,125 8,966,901 (3,115,890) 6,179,136 — — (m) 6,179,136 Note payable, related party 6,554,788 — — 6,554,788 — (6,554,788) (q) — Refundable investor advances — 687,093,995 — 687,093,995 — (413,145,235) (c) — (97,753,881) (f) (176,144,884) (g) (49,995) (n) Total current liabilities 7,584,425 696,227,692 (3,115,890) 700,696,227 5,467,291 (693,648,783) — 12,514,735 Deferred professional fees — — — — 38,387 38,387 Deferred underwriting fee payable — — — — 9,200,000 (9,200,000) (k) — Deferred tax liability — — — — — — (l) — Convertible Note 30,000,000 (r) 30,000,000 Total liabilities 7,584,425 696,227,692 (3,115,890) 700,696,227 14,705,678 (702,848,783) 30,000,000 42,553,122 Commitments and contingencies Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $10.49 per share — — — — 241,164,305 (241,164,305) (a) — Redeemable non-controlling non- controlling interest — — — — — 64,915,830 (f) 229,531,280 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET—(Continued) AS OF JUNE 30, 2026 Pathfinder Digital Assets LLC (Historical) Evernorth Holdings Inc. (Historical) Elimination Adjustments Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined 164,615,450 (p) Stockholders' equity (deficit) — — Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of June 30, 2026 — — — — — — Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 710,000 shares issued and outstanding as of June 30, 2026 — — — — 71 (71) (c) — Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,880,000 shares issued and outstanding as of June 30, 2026 — — — — 788 (788) (c) — Pubco Class A Common Stock — — — — — 4,536 (b) 23,639 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (CONTINUED) AS OF JUNE 30, 2026 Pathfinder Digital Assets LLC (Historical) Evernorth Holdings Inc. (Historical) Elimination Adjustments Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined — — 4,704 (c) — — 310 (d) — — 1,678 (e) — — 662 (f) — — — — — 10,670 (g) — — — 1,079 (h) Pubco Class C Common Stock — — — — — 29,034 (c) 31,393 — — 2,359 (g) Additional paid-in capital — — — — — 47,556,893 (a) 479,747,918 — — 302,301,877 (c) — — 6,616,330 (f) — — 130,223,768 (g) — — 10,785,059 (h) — — 7,839,126 (k) — — (6,976,443) (i) — — (4,120,000) (i) — — 49,995 (n) — — (14,528,687) (j) Member's capital — — — — — Accumulated deficit Pathfinder Digital Assets LLC (Historical) Evernorth Holdings Inc. (Historical) Elimination Adjustments Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined (3,125,506) (340,852,135) — (343,977,641) (14,528,687) 14,528,687 (j) (326,652,498) (164,615,450) (p) 110,813,125 (c) 26,219,381 (f) 45,908,087 (g) (1,000,000) (r) Total stockholders' equity (deficit) (3,125,506) (340,852,135) — (343,977,641) (14,527,828) 512,655,921 (1,000,000) 153,150,452 Total liabilities, redeemable equity and stockholders' equity (deficit) $ 4,458,919 $ 355,375,557 $ (3,115,890) $ 356,718,586 $ 241,342,155 $ (201,825,887) $ 29,000,000 $ 425,234,854 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY 18, 2025 (INCEPTION) TO DECEMBER 31, 2025 (1) Pathfinder Digital Assets DigitalAssets LLC (Historical) Evernorth Holdings Inc. (Historical) Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined Operating expenses:

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2026 TO JUNE 30, 2026 (2)

Pathfinder Digital Assets LLC (Historical)

Interest earned on cash and marketable securities held in Trust Account — — — (4,797,110) 4,797,110 (aa) — Interest expense, related party 6,032 5,463 11,495 — (11,495) (gg) — Interest income, related party (5,463) — (5,463) — 5,463 (gg) — Interest expense, convertible note — — — — 543,333 (hh) 543,333 Total other (income) expense 569 (82,048,580) (82,048,011) (4,797,110) 86,845,121 543,333 543,333 Income (loss) before provision for income taxes (907,308) (152,717,402) (153,624,710) 327,568 (86,848,671) (1,543,333) (241,689,146) Income tax (benefit) — — — — — (bb) — Net income (loss) $ (907,308) $ (152,717,402) $ (153,624,710) $ 327,568 $ (86,848,671) $ (1,543,333) $ (241,689,146) Net loss (income) attributable to redeemable non-controlling interest — — — — 446,977 (ee) 446,977 Net income (loss) attributable to parent $ (907,308) $ (152,717,402) $ (153,624,710) $ 327,568 $ (86,401,694) $ (1,543,333) $ (241,242,169) Basic and diluted net income (loss) per ordinary share, Class A & Class B ordinary shares not subject to redemption $ 0.01 Pro forma basic and diluted weighted average shares outstanding $ 0.01 55,031,628 Pro forma basic and diluted net loss per share $ (4.38) __________________ (1) Please refer to Note 7— "Net 7—"Net Income (Loss) per Share for the period from July 18, 2025 (Inception) through December 31, 2025" for details.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 1, 2026 TO JUNE 30, 2026 (2) Pathfinder Digital Assets LLC (Historical) Evernorth Holdings Inc. (Historical) Combined Company (Historical) Armada Acquisition Corp II (Historical) Transaction Accounting Adjustments Other Transaction Accounting Adjustments Pro Forma Combined Operating expenses:

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1—Description of the Transactions in the Business Combination Agreement On October 19, 2025, SPAC, Pubco, SPAC Merger Sub, the Company, Company Merger Sub and Ripple entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, following the SPAC Domestication and upon Closing, (a) Company Merger Sub merged with and into the Company, with the Company continuing as the surviving company, with Ripple receiving one share of Pubco Class A Common Stock for each Company Unit held by Ripple and exchanged subject to certain limitations on the initial holdings of Ripple and certain related entities included in the Business Combination Agreement, 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 of SPAC Delaware held by such stockholder, and (y) warrant holders of SPAC Delaware receiving one warrant to purchase Pubco Class A Common Stock for each warrant to purchase SPAC Class A Shares held by such warrant holders.

On August 12, 2026, the parties amended the Sponsor Support Agreement, the Contribution Agreement, the Advance Funding Subscription Agreements, the Series C Subscription Agreement and the Contributor Related Party Entity Subscription Agreement to revise the pricing mechanics used to determine the number of equity interests issuable in respect of XRP-denominated contributions and investments. As originally executed, those agreements fixed the initial calculation at the Signing XRP Price of $2.36609, with an upward adjustment only if the Closing XRP Price exceeded that amount. As amended, the initial calculation is also subject to a closing-date adjustment such that, if the Closing XRP Price is below the Signing XRP Price, XRP-denominated contributions and investments are measured using the lower Closing XRP Price. The Closing XRP Price is $1.43069, as calculated by taking the arithmetic average of the quotes at 4:00 p.m. New York City time for each of the three days immediately preceding the Closing Date. The specific mechanics applicable to each agreement are described below.

The 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 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.

On August 12, 2026, SPAC, Pubco and Sponsor entered into Amendment No. 1 to the Sponsor Support Agreement for purposes of adjusting the number of SPAC Class A Shares, SPAC Class B Shares and Private Placement Warrants that will be forfeited by Sponsor at the Company Merger Effective Time. Specifically, Amendment No. 1 to the Sponsor Support Agreement provides that Sponsor will forfeit to SPAC for cancellation and for no consideration the Forfeited SPAC Class A Shares, the Forfeited SPAC Class B Shares and the Forfeited 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 .

Contribution Agreement

Concurrently with the execution of the Business Combination Agreement, Ripple, Pubco and the Company entered into the Contribution Agreement, pursuant to which Ripple contributed to the Company 126,791,458 XRP tokens in a private placement, in exchange for the Contributor Subscribed Units equal to the sum of (a) the Contributor Initial Subscribed Units and (b) the Contributor Adjustment Units, if any.

On August 12, 2026, Ripple, Pubco and the Company entered into Amendment No. 1 to the Contribution Agreement in order to revise the pricing mechanics used to determine the number of Contributor Subscribed Units. The amendment subjects the initial unit calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-unit adjustment if the Closing XRP Price is above the Signing XRP Price.

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 certain 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. On August 12, 2026, Pubco, the Company, SPAC and each Advance Funding Subscriber entered into Amendment No. 1 to the applicable Advance Funding Subscription Agreement in order to revise the pricing mechanics used to determine the number of Advance Funding Shares. Under the Advance Funding Subscription Agreements, as amended, each Advance Funding Subscriber received 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. Amendment No. 1 subjects the initial share calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price.

In addition to the changes reflected by Amendment No. 1 above, on August 12, 2026, Pubco, the Company, SPAC and each of the SBI Stockholders further amended the applicable Advance Funding Subscription Agreements. The purpose of each SBI Entity Amendment is to apply a 39.9% ownership limitation to the shares of Pubco Class A Common Stock issuable in respect of SBI's Advance Funding Subscription. At the Transaction Closing, Pubco issued in respect of SBI's subscription (i) the number of shares of Pubco Class A Common Stock that would cause the Subscriber Group Ownership Percentage (as defined in the applicable Advance Funding Subscription Agreement, as amended) to equal 39.9% and (ii) the balance of the Subscribed Shares as shares of 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 shares of Pubco Class C Common Stock is convertible into shares of Pubco Class A Common Stock in accordance with the Amended and Restated Pubco Charter.

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). 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; 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; and the additional condition that, on the date of each such agreement, no other Delayed 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 Delayed Funding Shares) shall have been amended, modified or waived in any manner that benefits any other Delayed Funding Subscriber unless such Delayed Funding Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such other Delayed Funding Subscriber or its affiliates or related persons). For more information about the Delayed Funding Subscription Agreements, please see the section entitled "The Transactions—Delayed Funding Subscription Agreements."

Series C Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Pubco, the Company and SPAC entered into the 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, Series C Subscribed Shares for 211,319,096.061435 XRP tokens, in a private placement, upon the terms and subject to the conditions set forth therein. On August 12, 2026, Pubco, the Company, SPAC and the Sponsor entered into Amendment No. 1 to the Series C Subscription Agreement in order to revise the pricing mechanics used to determine the number of Series C Subscribed Shares. Amendment No. 1 subjects the initial share calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-share adjustment if the Closing XRP Price is above the Signing XRP Price. The Sponsor received (i) a number of shares of Pubco Class A Common Stock that would result in the Series C DQ Persons owning, immediately after the Transaction Closing and the other related transactions, a number of shares of Pubco Class A Common Stock that would cause the Series C DQ Persons to be the beneficial owners (as defined in Rule 13d-3 or 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor statute or regulation) of capital stock of Pubco such that the Series C Attributed Ownership Percentage (as defined below) equals 19.9% and (ii) a number of shares of Pubco Class C Common Stock equal to the number of Series C Subscribed Shares minus the number of shares of Pubco Class A Common Stock issued to the Sponsor pursuant to clause (i). Under the Series C Subscription Agreement, as amended, the total Series C Subscribed Shares will equal the sum of (a) the Series C Initial Subscribed Shares and (b) the Series C Adjustment Shares, if any. For more information about the Series C Subscription Agreement, please see the section entitled " The Transactions—Series C Subscription Agreement ."

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 an aggregate contribution of 50 million XRP tokens in a private placement, upon the terms and subject to the conditions set forth therein. On August 12, 2026, Pubco, the Company, SPAC and the Contributor Related Party Entity entered into Amendment No. 1 to the Contributor Related Party Entity Subscription Agreement in order to revise the pricing mechanics used to determine the number of Contributor Related Party Entity Subscribed Equity Interests. Amendment No. 1 subjects the initial equity-interest calculation to a closing-date adjustment if the Closing XRP Price is below the Signing XRP Price, while retaining the additional-equity-interest adjustment if the Closing XRP Price is above the Signing XRP Price. The Contributor Related Party Entity will not receive a number of shares 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 received a number of Company Units equal to the number of Contributor Related Party Entity Subscribed Equity Interests minus the number of Contributor Related Party Entity Subscribed Shares. Under the Contributor Related Party Entity Subscription Agreement, as amended, the Contributor Related Party Entity Subscribed Equity Interests equaled 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 entered into the Company A&R LLCA. For more information about the Contributor Related Party Entity Subscription Agreement, please see the section entitled " The Transactions—Contributor Related Party Entity Subscription Agreement ." A copy of the form of Contributor Related Party Entity Subscription Agreement is attached to the Proxy Statement/Prospectus as Annex Q, which is incorporated herein by reference.

Equity Interest Variability

The number of equity interests issuable by Pubco or the Company under the Private Placement Subscription Agreements varies based on the price of XRP. More specifically, Private Placement Investors that subscribed for Pubco Stock or Company Units pursuant to any of the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreements, the Series C Subscription Agreement or the Contributor Related Party Entity Subscription Agreement, and Ripple, in connection with its contribution pursuant to the Contribution Agreement, will have their respective XRP contributions or investments valued at the Closing XRP Price.

Tax Receivable Agreement

Concurrently with the Closing, TRA Parties entered into a Tax Receivable Agreement, which provides for, among other things, payment by Pubco to the TRA Parties of 85% of the U.S. federal, state and local income tax savings realized or deemed to be realized by Pubco as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of units of the Company Surviving Subsidiary for shares of Pubco Class A Common Stock (as more fully described in the Tax Receivable Agreement).

Although the Tax Receivable Agreement was entered into in connection with the consummation of the Business Combination, no liability has been recorded related to the Tax Receivable Agreement in the unaudited pro forma condensed combined balance sheet. As of the pro forma balance sheet date, no payment obligation under the Tax Receivable Agreement has been triggered, and the Business Combination, in and of itself, does not give rise to an obligation to make payments under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement would arise upon the future realization of certain tax benefits in connection with or related to subsequent exchanges of units of the Company Surviving Subsidiary for shares of Pubco Class A Common Stock and upon certain other triggering events (as more fully described in the Tax Receivable Agreement). Management has determined that no such triggering events have occurred as of the pro forma balance sheet date and that any future payments under the Tax Receivable Agreement are not considered probable. Accordingly, no liability related to the Tax Receivable Agreement is reflected in the unaudited pro forma condensed combined financial information.

Merger Consideration

As consideration for the Company Merger:

(1) Ripple received one share of Pubco Class A Common Stock for each Company Unit held by Ripple immediately prior to the Company Merger Effective Time, subject to certain limitations imposed on the Contributor Group Holders; and (2) All of the Company Merger Sub Units issued and outstanding immediately prior to the Company Merger Effective Time converted into a number of units of the Company Surviving Subsidiary equal to the number of shares of Pubco Class A Common Stock immediately following the Company Merger Effective Time.

By virtue of the SPAC Merger:

(1) each issued and outstanding SPAC Class A Share (other than (x) treasury shares and (y) shares of holders of SPAC Class A Shares who have exercised their rights of redemption) was automatically converted into one share of Pubco Class A Common Stock; and (2) each issued and outstanding SPAC Class B Share (other than treasury shares) was automatically converted into one SPAC Class A Share in accordance with the Proposed Certificate of Incorporation.

The Sponsor forfeited, immediately prior to the Company Merger Effective Time, 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants . The Sponsor exchanged its remaining SPAC Private Warrants for Pubco Warrants. The Pubco Warrants will have substantially the same terms as the SPAC Private Warrants.

Note 2—Basis of Presentation and Accounting Policies

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Pubco will experience. The Company and SPAC did not have any historical relationship prior to the Business Combination. Pubco and SPAC did not have any historical relationship prior to the Business Combination, other than customary arm's-length discussions and negotiations in connection with the evaluation and execution of the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the Company and SPAC, as well as between Pubco and SPAC. The Company and Pubco were both wholly-owned subsidiaries of Ripple prior to the Business Combination. Accordingly, pro forma adjustments were required to eliminate certain intra-entity activities between the Company and Pubco.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified transaction accounting adjustments and presents management's adjustments. Pubco has elected not to present management's adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.

SPAC does not meet the definition of a "business" pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. The Company and Pubco do not meet the definition of a "business" pursuant to ASC 805-10-55. As a result, the Business Combination does not qualify as a "business combination" within the meaning of ASC 805, Business Combinations ; rather, the Business Combination was accounted for as a recapitalization in accordance with U.S. GAAP. See Note 3—Accounting for the Business Combination for more details.

The historical financial statements of Pubco and the Company have been prepared in accordance with U.S. GAAP. The historical financial statements of SPAC have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by the Company.

Holders of 18,463,753 Public Shares exercised their redemption rights in connection with the Business Combination. The unaudited pro forma condensed combined financial information reflects the redemption of these shares at approximately $10.49 per share, or approximately $193.6 million in the aggregate, based on the Trust Account value as of June 30, 2026. The amount paid from the Trust Account on the Closing Date also included Trust Account earnings after June 30, 2026. The condition in the Business Combination Agreement requiring SPAC to have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination was satisfied at the Closing.

The unaudited pro forma condensed combined financial information reflects, among other things, that (a) neither SPAC, nor Pubco nor the Company entered into any additional financing arrangements prior to Closing, (b) Ripple contributed the Contributed XRP as required under the Contribution Agreement, (c) the Private Placement Investors funded their commitments as required under their Private Placement Subscription Agreements, (d) the Closing SPAC Share Price is $10.00, (e) no shares of Pubco Class A Common Stock were issued pursuant to the Incentive Plan, and (f) neither Ripple nor the Sponsor purchased SPAC Class A Shares in the open market. In addition, the Closing XRP Price is $1.43069, as calculated by taking the arithmetic average of the quotes at 4:00 p.m. New York City time for each of the three days immediately preceding the Closing Date.

The following summarizes the pro forma capitalization of Pubco immediately after the Business Combination:

Pro Forma Ownership Pubco Class A Common Stock Pubco Class C Common Stock Company Units Percent Outstanding Pubco Common Stock % of Voting Power SPAC Public Shareholders 4,846,247 — — 8.8 % 20.5 % Sponsor (1) 4,704,137 29,033,708 — 61.4 % 19.9 % Contributor 1,678,382 — 16,461,545 3.0 % 7.1 % Contributor Related Party Entity 661,867 — 6,491,583 1.2 % 2.8 % SBI 9,431,914 2,359,038 — 21.4 % 39.9 % Other Advance and Delayed Funding Subscribers 2,316,335 — — 4.2 % 9.8 % Total 23,638,882 31,392,746 22,953,128 100.0 % 100.0 % __________________ (1) Includes (i) 30,233,211 shares of Pubco Stock that the Sponsor received in connection with the Series C Subscription Agreement and (ii) the forfeiture of 230,694 SPAC Class A Shares, 4,544,672 SPAC Class B Shares and 115,347 SPAC Private Warrants.

Upon consummation of the Business Combination, management performed a comprehensive review of the three entities' accounting policies.

As a result of the review, management did not identify any differences in the accounting policies of the three entities that, when conformed, would have had a material impact on the financial statements of Pubco. Management reviewed the digital asset accounting policies of the three entities and determined they were consistent. Upon consummation of the Transactions, the Company and Pubco became related parties to Ripple and ceased to be wholly-owned subsidiaries of, or controlled, by Ripple. Management reassessed the applicability of ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60), and determined that the XRP holdings did not meet the scoping criteria of ASC 350-60-15-1f. As such, the XRP holdings were excluded from the scope of ASC 350-60 and continued to be accounted for as indefinite-lived intangible assets, measured at historical cost less accumulated impairment. Accordingly, no pro forma adjustment was reflected to measure XRP holdings at fair value.

Except for the accounting policy differences described above, management did not identify any other differences that would have had a material impact on the unaudited pro forma condensed combined financial information.

Note 3—Accounting for the Business Combination

The Company Merger whereby Company Merger Sub (a subsidiary of Pubco) merged with and into the Company, with the Company continuing as a surviving company as a subsidiary of Pubco, has been accounted for as a transaction between entities under common control in accordance with U.S. GAAP. Under ASC 805-50, "Transactions Between Entities Under Common Control," transfers of net assets or exchanges of equity interests between entities under common control are accounted for in a manner similar to a pooling of interests. Accordingly, the assets and liabilities transferred as part of the Company Merger were recognized by Pubco at their historical carrying amounts as reflected in the accounts of the Company immediately prior to the transaction. No new goodwill or step-up in basis was recognized as a result of the Company Merger.

The SPAC Merger, whereby SPAC Merger Sub (a subsidiary of Pubco) merged with and into SPAC Delaware, with SPAC Delaware continuing as the surviving entity as a subsidiary of Pubco, has been accounted for as a recapitalization in accordance with U.S. GAAP where Pubco issues shares in exchange for the net assets of the SPAC. It was determined that the SPAC, Pubco and the Company were not considered to be businesses in accordance with U.S. GAAP and therefore the SPAC Merger, which is a combination of assets from the various parties, is akin to a recapitalization and the ultimate equity structure will be that of Pubco as the successor entity to the Company Merger and the SPAC Merger. Under this method of accounting, SPAC was treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the Transactions would be treated as Pubco issuing shares for the net assets of the SPAC, accompanied by the common control recapitalization above. The net assets of SPAC would be stated at fair value, with no goodwill recorded. As a result, any transaction costs incurred to effect the recapitalization represent costs related to issuing equity and raising capital that are recognized as a reduction to the total amount of equity raised rather than an expense recorded as incurred. Any activities prior to the Transactions will be those of Pubco and its common control entity, the Company, with Pubco as the reporting legal entity.

Note 4—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2026, are as follows:

(a) Represents the liquidation and reclassification of funds held in the Trust Account to cash that became available following the Business Combination in the amount of $241.2 million as of the Closing Date, of which $193.6 million was paid to holders of 18,463,753 Public Shares who exercised their redemption rights and $47.6 million was released to Pubco, and the reclassification of the Armada Acquisition Corp. II's Class A ordinary shares subject to possible redemption representing the remaining 4,536,247 public shares at a redemption value of approximately $10.49 per share to Pubco additional paid-in capital. The additional paid-in capital of $47,556,893 was calculated based on the $47,564,385 released from the Trust Account, being the $241,164,305 carrying value of the Class A ordinary shares subject to redemption as presented by Armada Acquisition Corp. II less $193,599,920 paid to redeeming shareholders, less the $4,536 par value as described in (b) herein, less the $2,956 net reduction in additional paid-in capital related to the par values of the recapitalized shares including i) $3,335 based on 3,335,328 shares of Pubco Class A common stock with par value of $0.001 as described in (c), ii) $170 based on 169,306 shares of Pubco Class A common stock with par value of $0.001 retained by the Sponsor in exchange for previously held SPAC Class A ordinary shares, iii) $310 based on 310,000 shares of Pubco Class A common stock with a par value of $0.001 retained by parties other than the Sponsor in exchange for previously held SPAC Class A ordinary shares, net of a $788 increase in additional paid-in capital resulting from the elimination of the par value of 7,880,000 SPAC Class B shares at $0.0001 per share, as described in (c), and also net of a $23 increase in additional paid-in capital resulting from the forfeiture by the Sponsor of 230,694 shares equal to (x) all SPAC Class A ordinary shares held by the Sponsor multiplied by (y) one minus the Adjustment Factor as determined as of Closing Date, at SPAC par value of $0.0001 per share. Furthermore, the $2,956 net reduction in Pubco additional paid-in capital includes increases of $17 and $31 in Pubco additional paid-in capital, which correspond to the elimination of SPAC par values at $0.0001 per share for 169,306 and 310,000 SPAC Class A ordinary shares, respectively, which became shares of Pubco Class A common stock shares retained by the Sponsor and other parties. The public shareholders also hold warrants, which were classified as equity within additional paid-in capital of Armada Acquisition Corp. II. Upon consummation of the Business Combination, such warrants became Pubco warrants with the same terms. No transaction adjustment was reflected for the warrants, as they remained equity classified within additional paid-in capital of the combined company.

(b) Reflects the issuance of 4,536,247 shares of Pubco Class A common stock, with an aggregate par value of $4,536 based on $0.001 per share, in exchange for Armada Acquisition Corp. II's Class A ordinary shares not redeemed.

(c) Reflects the conversion of SPAC Class B ordinary shares into Class A Common Stock shares of Pubco on a one-for-one basis, attributable to the Sponsor, where 7,880,000 Class B shares were outstanding and 4,544,672 shares, equal to (x) all SPAC Class B Shares that Sponsor holds multiplied by (y) one minus the Adjustment Factor, as determined as of the Closing Date, were forfeited, and the elimination of the historical par value of such shares of $788. Additionally, reflects conversion of 400,000 SPAC Class A ordinary shares on a one-for-one basis, of which 230,694 shares, equal to (x) all SPAC Class A Shares that Sponsor holds multiplied by (y) one minus the Adjustment Factor as determined as of the Closing Date, were forfeited by the Sponsor, and the elimination of the historical par value of such shares of $71, resulting in 3,504,634 shares of Pubco Class A Common Stock shares initially issuable to the Sponsor. The converted shares are reflected at an implied $10.00 per share, consistent with the per-share reference amount used for other equity issuances, with amounts allocated between Class A common stock and additional paid-in capital accordingly. Pursuant to Sponsor agreeing to a voting ownership cap of 19.9% of Pubco's total voting power, the shares issuable to the Sponsor were reduced to 488,658 shares of Pubco Class A Common Stock, with the excess of 3,015,976 shares above the 19.9% voting ownership cap reflected as Pubco Class C Common Stock, and the related reclassification reflected within equity, including $489 of Pubco Class A Common Stock par value and $3,016 of Pubco Class C Common Stock par value, with the offsetting amounts reflected in additional paid-in capital as described in (a). Together with the Series C Subscription Agreement shares described below, adjustment (c) reflects total par value of $4,704 for Pubco Class A Common Stock and $29,034 for Pubco Class C Common Stock.

Also, reflects the Series C Subscription Agreement dated October 19, 2025, pursuant to which on the Closing Date the Sponsor purchased Pubco Class A Common Stock and Pubco Class C Common Stock shares for 211,319,096 XRP. The transaction adjustment reflects the release of the refundable investor advances upon release of the XRP from escrow upon consummation of the Business Combination and its reclassification to additional paid-in capital including the elimination of refundable investor advances of $413,145,235 calculated as pro rata for the Sponsor's portion of the fair value of the refundable investor advances, the related par value of the shares issuable of $4,215 for Pubco Class A Common Stock and $26,018 for Pubco Class C Common Stock, respectively, and the related recognition of additional paid-in capital of $302,301,877, and the change in fair value of the refundable investor advances through June 30, 2026 of $110,813,125, representing the difference between the refundable investor advances and amounts recorded in additional paid-in capital is reflected within accumulated deficit. The par value of Pubco Class A Common Stock was calculated based on 4,215,479 shares at $0.001 par value per share and par value of Pubco Class C Common Stock was calculated based on 26,017,732 shares at $0.001 par value per share.

The 4,215,479 shares were calculated based on the Closing XRP Price of $1.43069 multiplied by the 211,319,096 XRP contributed to render 30,233,211 shares prior to the beneficial ownership cap by utilizing the implied $10.00 per share, which resulted in 4,215,479 after applying the 19.9% ownership cap. Such excess between 30,233,211 and 4,215,479 being 26,017,732 pursuant to the Series C Subscription agreement is issuable in Pubco Class C Common Stock. The Pubco Class A Common Stock shares and Class C Common stock shares issuable were calculated utilizing the Closing XRP Price, which was $1.43069 as contractually stipulated in Amendment No. 1 to the Series C Subscription Agreement. No Series C Adjustment Shares were issuable, as the Closing XRP Price of $1.43069 did not exceed the Signing XRP Price of $2.36609. The Pubco Class A and Class C shares of the Combined Company's ordinary shares have a par value of $0.001 per share and the excess over par value is reflected as additional paid-in capital.

(d) Other SPAC Class A ordinary shares retained in full by holders other than the Sponsor totaled 310,000 shares and were converted into the same number of Pubco Class A Common Stock on a one-for-one basis.

(e) Reflects the par value of Pubco Class A Common Stock shares issuable to Ripple in connection with their contribution of 126,791,458 XRP tokens in a private placement under an agreement dated October 19, 2025 as amended by Amendment No. 1. The contribution was initially exchanged for 30,000,000 Company Units, whereby at closing these units automatically cancelled in exchange for the right to receive one Pubco Class A Common Stock shares for each Company Unit, subject to the Contributor Group Ownership Percentage of 9.9%, with any excess to remain as Company Units. Subsequent to the Amendment No. 1, the contribution is in exchange for 18,139,927 Company Units, equal to (x) 30,000,000 Company Units referenced above and (y) the Closing Date Adjustment Factor as determined as of the Closing Date. The conversion of Company Units is reflected as 1,678,382 Pubco Class A Common Stock shares issuable to Ripple with an aggregate par value of $1,678 based on $0.001 per share. No Adjustment Units of Company Units were issuable, as the Closing XRP Price did not exceed the Signing XRP Price. The Adjustment Units were calculated under the terms of Amendment No. 1 of the Ripple Contribution Agreement, which are the same as those described in (c) above. Non-controlling interest was accreted to redemption value through accumulated deficit based on 16,461,545 Company Units at $10 accretion value.

(f) Reflects a subscription agreement entered on October 19, 2025, and as amended, with the Ripple Party Entity for 50,000,000 XRP tokens, settled at Closing Date whereby the Ripple Party Entity received Pubco's Class A Common Stock shares, structured to ensure Ripple and the Ripple Party Entity do not exceed the 9.9% ownership cap in Pubco immediately following the closing. Any excess equity interests are issuable and reflected in the form of Company Units. The total equity interests issuable for this agreement are 7,153,450 shares, which was calculated utilizing the Closing XRP Price of $1.43069 as contractually stipulated in the Amendment No. 1 to the Subscription Agreement, and the quantity of equity interests issuable represent the quotient of such contributed value and $10.00 per Pubco Class A Common Stock share or Company Unit, as applicable.

The 9.9% ownership limitation resulted in 2,340,249 shares being issued to Ripple and the Ripple Party Entity. 661,867 shares of Pubco Class A Common Stock represents the pro rata portion attributed to this subscription agreement issued to the Ripple Party Entity, with an aggregate par value of $662. The remaining excess equity interests of 6,491,583 were issued as Company Units, which are reflected as redeemable non-controlling interest in the amount of $64,915,830, recorded at $10.00 per unit. As of the Closing Date, Pubco Class A common stock was not publicly traded; therefore, the redemption provisions that provide for settlement based on the volume weighted average market price of Pubco Class A common stock were not yet operative and the fair value used to calculate the redemption value could not be determined therefore a price of $10 per unit was utilized which reflects the contractually established per-unit price under the initial terms of the Contribution Agreement and the Ripple Party Entities Subscription Agreement pursuant to which Company Units were issued at a per unit price of $10.00. Once Pubco Class A common stock becomes publicly traded and the volume-weighted average market price becomes observable, the redemption value of the Company Units is expected to be determined based on the applicable market-price based settlement provisions. A hypothetical $1.00 increase to the $10 unit-price would result in a corresponding increase in the redemption value of the Company Units of $6,491,583, based on 6,491,583 Company Units outstanding. A hypothetical decrease of $1 in the redemption value would have no impact on the current carrying value, as the redemption value would not be recorded below its initial carrying value of $10 per unit.

The digital assets were initially valued utilizing the quoted closing price on Coinbase upon receipt to the digital wallet of $2.49600 on October 20, 2025, resulting in initial value of $124.8 million. The transaction adjustment reflects the recognition of XRP contribution and the related equity issuance, including a reduction to refundable investor advances of $97,753,881, an increase to additional paid-in capital of $6,616,330 representing the 661,867 shares held by the Ripple Party Entity in Pubco Class A Common Stock shares at $10 a share less par value, and a net decrease to accumulated deficit of $26,219,381 which is calculated as the difference between the pro rata portion of the refundable investor advances of $97,753,881 and the amount recognized in additional paid-in capital of $6,616,330, the amount recognized in redeemable non-controlling interest of $64,915,830 and the $2,340 related to the par value of the Class A units from the Ripple and Ripple-related entity, and is reflected within accumulated deficit due to the extinguishment of the liability.

The equity interests issuable were calculated utilizing the Closing XRP Price, which was $1.43069 and the quantity of equity interests issuable represent the quotient of such contributed value and $10.00 per Pubco Class A Common Stock share or Company Unit, as applicable. The Contributor Related Party Adjustment Equity Interests are calculated utilizing the quotient of the Closing XRP Price and the signing date XRP token VWAP as defined in the subscription agreement, whereas the former was $1.43069 and such amount was compared to the signing date XRP token VWAP of $2.36609 utilizing the CME CF XRP-Dollar Reference Rate - New York Variant benchmark. Because the Closing XRP Price did not exceed the Signing XRP Price, no Contributor Related Party Adjustment Equity Interests were issuable.

(g) Reflects advance funding of $214,050,000 in cash and 600,000 XRP tokens in a private placement. Investors were issued Pubco Class A Common Stock shares at $10.00 per share, where the number of shares for investors funding in the form of XRP tokens are determined based on the XRP price at closing. The Closing XRP Price of $1.43069 was used only to determine the number of shares issuable for the XRP contributed. XRP is held in escrow for investors. The advance funding subscribed in cash was used to purchase 84,365,876 XRP tokens, which are included in Pubco's historical digital assets at cost less accumulated impairment as of June 30, 2026. The 600,000 XRP tokens contributed by investors were received in October 2025 and are included in Pubco's historical digital assets at cost less accumulated impairment. The transaction adjustment reflects the reduction of refundable investor advances of $176,144,884 and the issuance of Pubco Class A Common Stock and Pubco Class C Common Stock with an aggregate par value of $10,670 and $2,359, respectively (based on 10,669,636 and 2,359,038 shares at $0.001 par value per share), with the excess over par value recorded as additional paid-in capital in the amount of $130,223,768. The transaction adjustment also reflects the change in fair value of the refundable investor advances of $45,908,087 through June 30, 2026, which is calculated as the difference between the pro rata portion of the refundable investor advances of $176,144,884 and the amount recognized in additional paid-in capital of $130,223,768, which is reflected within accumulated deficit due to the extinguishment of the liability.

Pubco Common Stock shares issued under the Advance Funding Agreements were 13,028,674 shares, comprising 10,669,636 shares of Pubco Class A Common Stock and 2,359,038 shares of Pubco Class C Common Stock issued to SBI in excess of the 39.9% ownership limitation, with the excess over par value recorded as additional paid-in capital. The Advanced and Delayed Funding Agreements provide for adjustment shares issuable as Pubco Class A Common Stock. Such adjustment Shares were calculated utilizing the Closing XRP Price of $1.43069 and using the signing date XRP value, which was $2.36609 pursuant to the contractual provision of the Advanced and Delayed Funding Agreements as amended. No adjustment shares were issuable.

(h) Reflects $10,500,000 in cash and 200,000 XRP tokens received from the delayed subscription agreements at closing under similar terms. The digital assets recognized from the Delayed Funding Subscription Agreements funded in XRP were valued at the Closing XRP Price of $1.43069, resulting in the recognition of $286,138 of digital assets. Cash and XRP contributed from the Delayed Funding Subscription Agreements totaled $10,786,138.

In total, from cash and XRP contributed, Pubco Class A Common Stock shares issuable under the delayed funding agreements were 1,078,613 shares, reflected as an increase to Pubco Class A Common Stock with an aggregate par value of $1,079, based on $0.001 per share, with the excess over par value recorded as additional paid-in capital in the amount of $10,785,059.

(i) Reflects reclassification to additional paid-in capital of $6,976,443 previously capitalized deferred transaction costs and the cash payment of $4,120,000 related to transaction costs incurred by Pubco, net of expected expense reimbursements, including but not limited to, advisory fees, legal fees, and accounting fees in connection with the consummation of the Business Combination. The SPAC's estimated transaction costs amount to $5,480,874 and include the deferred underwriting fee of $1,814,499 payable at Closing, net of $453,625 in expense reimbursements. Of the total estimated transaction costs, $5,283,977 was accrued in the SPAC's historical financial statements. The deferred underwriting fee was already recorded as Class A ordinary shares subject to possible redemption in the SPAC's historical financial statements. Additional transaction expenses of the SPAC are expensed as incurred.

(j) Reflects the elimination of historical accumulated deficit of Armada Acquisition Corp. II in the amount of $14,528,687, with a corresponding decrease to additional paid-in capital of $14,528,687, upon consummation of the Business Combination.

(k) Reflects the settlement of the $9,200,000 deferred underwriting fee accrued by Armada Acquisition Corp. II as of June 30, 2026 upon closing of the Business Combination. The deferred underwriting fee and the expense reimbursement are reduced by $0.40 and $0.10 per share, respectively, for each Public Share redeemed. Accordingly, the deferred underwriting fee was reduced by $7,385,501 as a result of the 18,463,753 Public Shares redeemed, which is recorded as additional paid-in capital, and the remaining $1,814,499 was paid in cash. The adjustment also reflects receipt of the associated expense reimbursement of $453,625 related to the 4,536,247 Public Shares held by public shareholders who did not exercise their redemption rights, which is recorded as additional paid-in capital.

(l) No net deferred tax asset or deferred tax liability is reflected in the pro forma balance sheet as the deferred tax assets are fully offset by a corresponding valuation allowance.

and 54 more changes in the filing

MD&A 9 changes

31 unchanged paragraphs

For additional information, see "Risk Factors—Risks Related to the Business and Strategy of Pubco."

Liquidity and Capital Resources

For additional information, see " Risk Factors—Risks Related to the Business and Strategy of Pubco. " Liquidity and Capital Resources Overview The Company reported loss from operations of $0.9 million for the period from July 18, 2025 to December 31, 2025. The Company reported loss from operations of $2.2 million for the period ended June 30, 2026. As of June 30, 2026, the Company had an unrestricted cash balance of $0.8 million, a net working capital deficit of $3.7 million and accumulated deficit of $3.1 million.

5 unchanged paragraphs

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our primary uses of cash on a short- and long-term basis are for working capital requirements and other liquidity needs. Our management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to our business operations and the development of market and strategic relationships with other businesses. Our future capital requirements will depend on many factors, including our operating activities, business strategy and future financing needs. We may seek to obtain additional financing to achieve our business plan through possible equity offerings or debt financing, including through sales of Pubco Class A Common Stock under the Committed Equity Facility described below.

4 unchanged paragraphs

Committed Equity Facility

On October 23, 2026, Pubco entered into the ELOC Purchase Agreement with Cantor, establishing a committed equity facility. Subject to the conditions and limitations set forth in the ELOC Purchase Agreement, Pubco has the right, but not the obligation, from time to time at its sole discretion until the first day of the month next following the 14-month anniversary of the date of the ELOC Purchase Agreement, to direct Cantor to purchase up to 5,218,935 newly issued shares of Pubco Class A Common Stock. Pubco controls the timing and amount of any sales and is under no obligation to sell any shares under the facility.

Pubco's right to direct purchases commences upon the initial satisfaction of the conditions to Cantor's purchase obligations, including that the ELOC Registration Statement has been declared effective by the SEC and a final prospectus relating thereto has been filed, and each purchase remains subject to further conditions. The purchase price per share is 97% of the volume weighted average price of the Pubco Class A Common Stock during the applicable purchase period on the applicable purchase date, except that, on any trading day on which Pubco requests and Cantor accepts a purchase of a percentage of trading volume in excess of 20%, the purchase price is calculated using the lower of that volume weighted average price and the lowest sale price in any block trade of more than 100,000 shares effected on that trading day following such acceptance. Pubco may not deliver a purchase notice unless the closing sale price of the Pubco Class A Common Stock on the immediately preceding trading day is not less than a threshold price equal to the greater of $1.00, 90% of that closing sale price and such higher price as Pubco may specify in the notice. The number of shares Cantor may be required to purchase in any purchase is limited to the least of a number that would not cause Cantor and its affiliates to beneficially own more than 4.99% of the outstanding Pubco Class A Common Stock, 20% of the trading volume of the Pubco Class A Common Stock during the applicable purchase period and Pubco's good faith share estimate set forth in the notice.

In consideration for Cantor's execution and delivery of the ELOC Purchase Agreement, Pubco agreed to pay Cantor an upfront cash commitment fee of $521,893.50 within five business days following the date on which the ELOC Registration Statement is declared effective. That fee is fully earned and non-refundable as of the date of the ELOC Purchase Agreement, regardless of whether any purchases are made or settled under the facility or of any subsequent termination. On the earliest of the date Cantor has purchased 1,000,000 shares of Pubco Class A Common Stock, the date that is eight weeks after the ELOC Registration Statement is declared effective and the effective date of any termination of the ELOC Purchase Agreement by Pubco, the fee will be recalculated as 1.0% of 5,218,935 shares multiplied by the applicable volume weighted average price (or, if no shares have been purchased, the closing sale price on the date the ELOC Registration Statement is declared effective), and Pubco will pay any excess over the upfront fee in cash, provided that the aggregate commitment fee will not exceed $1,000,000. If Pubco becomes eligible to register the Pubco Class A Common Stock on Form S-3 during the term of the facility and elects to terminate the ELOC Purchase Agreement and engage Cantor Fitzgerald & Co. as its exclusive sales agent for an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, Pubco will be entitled to apply a portion of the commitment fee actually paid, not to exceed 75% thereof, as provided in the ELOC Purchase Agreement. Pubco also agreed to reimburse the reasonable and documented out-of-pocket and legal expenses of Cantor and Cantor Fitzgerald & Co., not to exceed, without Pubco's prior written consent, $250,000 in connection with the entry into the ELOC Purchase Agreement, which amount is payable on the date of that agreement, and $50,000 per fiscal quarter in connection with Cantor's ongoing due diligence, and not to exceed $500,000 in the aggregate. Pubco has not received any proceeds under the Committed Equity Facility as of the date of this prospectus.

Pubco may terminate the ELOC Purchase Agreement at any time after the facility commences upon three trading days' prior written notice to Cantor, provided that the commitment fee has theretofore been paid. The ELOC Purchase Agreement terminates automatically on the earliest to occur of the first day of the month next following the 14-month anniversary of its date, the date on which Cantor has purchased all of the shares of Pubco Class A Common Stock issuable under the ELOC Purchase Agreement, a failure of the Pubco Class A Common Stock to be listed or quoted on Nasdaq or any other principal market and the commencement of certain bankruptcy or insolvency proceedings with respect to Pubco, and Cantor may terminate it upon the occurrence of specified events. See " Risk Factors—Sales of Pubco Class A Common Stock to Cantor under the Committed Equity Facility, and resales of those shares by Cantor, may cause substantial dilution and adversely affect the market price of Pubco Class A Common Stock ."

61 unchanged paragraphs

Principal Securityholders 4 changes

7 unchanged paragraphs

Pubco Class A Common Stock

(voting) Pubco Class C Common Stock

Beneficial Owner (1)

Pubco Class A Common Stock (voting) Pubco Class C Common Stock (non-voting) Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class 5% Stockholders Sponsor (2) 4,704,137 18.0 % 29,033,708 92.5 % Ripple (3) 1,678,382 6.4 % — — Chris Larsen (4) 2,340,249 9.0 % — — SBI (5) 9,431,914 36.1 % 2,359,038 7.5 % Executive Officers and Directors Asheesh Birla — — % — — % Matthew Frymier — — % — — % Sagar Shah — — % — — % Jessica Jonas — — % — — % Megumi Nakamura — — % — — % Stuart Alderoty — — % — — % Ted Janus — — % — — % Robert Kaiden — — % — — % Derar Islim — — % — — % All officers and directors as a group (nine individuals) — — % — — % __________________ (1) Unless otherwise noted, the business address of each of the following entities or individuals is 600 Battery Street San Francisco, California 94111.

4 unchanged paragraphs

Related-party transactions 2 changes

37 unchanged paragraphs

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 in the A&R Registration Rights Agreement entered into that agreement, which amended and restated the registration rights agreement entered into at the time of the SPAC IPO. Pubco assumed the registration obligations of SPAC under that agreement, with the rights applying to shares of Pubco Class A Common Stock, and provided registration rights with respect to the resale of shares of Pubco Class A Common Stock and Sponsor Warrants held by the Sponsor, Ripple, Cohen & Company Capital Markets and Northland Securities. Pubco is satisfying those registration obligations with a separate resale the registration statement of which this prospectus forms a part.

3 unchanged paragraphs

Shares of Pubco Class A Common Stock held by such parties will be are 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.

26 unchanged paragraphs

Securities Act Restrictions On Resale Of Securities 37 changes

11 unchanged paragraphs

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below, and together, "Holders") of the ownership and disposition of Pubco Class A Common Stock. This section applies only to Holders that hold their Pubco Class A Common Stock as "capital assets" for U.S. federal income tax purposes (generally, property held for investment).

This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non-income tax considerations or considerations arising under the tax laws of any U.S. state or local, non-U.S. or other jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to a particular investor in light of their particular circumstances, including any minimum tax, the Medicare tax on certain investment income and the different consequences that may apply to investors subject to special rules under U.S. federal income tax law, such as:

(a) banks, financial institutions or financial services entities;

(c) taxpayers that are subject to, or who elect to apply, the mark-to-market accounting rules under Section 475 of the Code with respect to Pubco Class A Common Stock;

(d) tax-exempt entities;

(e) governments or agencies or instrumentalities of such governments or agencies;

(f) insurance companies;

(g) regulated investment companies or real estate investment trusts;

(h) partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or other pass-through entities (including S Corporations), or persons that hold Pubco Class A Common Stock through such a partnership or other pass-through entity;

(i) U.S. expatriates or former long-term residents of the United States;

(j) except as specifically provided below, persons that actually or constructively own five percent or more (by vote or value) of Pubco's shares;

(k) persons that acquired their Pubco Class A Common Stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

(l) persons that hold or sell their Pubco Class A Common Stock as part of a straddle, constructive sale, hedge, synthetic security, wash sale, conversion or other integrated or similar transaction or risk reduction strategy;

(m) U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

(n) persons subject to special tax accounting rules as a result of any item of gross income with respect to Pubco Class A Common Stock being taken into account in an "applicable financial statement" (as defined in the Code); or (o) "specified foreign corporations" (including "controlled foreign corporations"), "passive foreign investment companies" or corporations that accumulate earnings to avoid U.S. federal income tax.

If a partnership or other pass-through entity (or any entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes) holds Pubco Class A Common Stock, the tax treatment of such partnership or other pass-through entity and a person treated as a partner of such partnership or owner of such other pass-through entity will generally depend on the status of the partner or owner, the activities of the partnership or other pass-through entity, and certain determinations made at the partner or owner level. Partnerships and other pass- through entities holding any Pubco Class A Common Stock and persons that are treated as partners of such partnerships or owners of such other pass-through entities should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the ownership and disposition of Pubco Class A Common Stock.

This discussion is based on the Code, Treasury Regulations promulgated under the Code, and judicial and administrative interpretations of the Code, all as of the date of this prospectus . All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described in this prospectus. We have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described in this prospectus. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE OWNERSHIP AND DISPOSITION OF PUBCO CLASS A COMMON STOCK. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE OWNERSHIP AND DISPOSITION OF PUBCO CLASS A COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

This section applies to a Holder that is a "U.S. Holder." As used in this prospectus, a "U.S. Holder" is a beneficial owner of Pubco Class A Common Stock that for U.S. federal income tax purposes is, or is treated as:

(a) an individual who is a citizen or resident of the United States;

(b) a corporation that is created or organized in or under the laws of the United States or any state in the United States or the District of Columbia;

(c) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (d) a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

Taxation of Distributions

In general, distributions of cash or other property to U.S. Holders of Pubco Class A Common Stock (other than certain distributions of Pubco stock or rights to acquire Pubco stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Pubco's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder's adjusted tax basis in its Pubco Class A Common Stock. Any remaining excess generally will be treated as gain realized on the sale or other disposition of the Pubco Class A Common Stock, as described below under the section entitled "— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Pubco Class A Common Stock ."

Dividends paid to a U.S. Holder that is classified as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute "qualified dividend income" subject to tax at reduced rates applicable to long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Pubco Class A Common Stock Upon a sale or other taxable disposition of Pubco Class A Common Stock, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder's adjusted tax basis in the Pubco Class A Common Stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder's holding period for the Pubco Class A Common Stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Payments of dividends on and the proceeds from a sale or other disposition of Pubco Class A Common Stock will be subject to information reporting to the IRS and U.S. backup withholding on such payments may be possible. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. NON-U.S. HOLDERS This section applies to a Holder that is a "Non-U.S. Holder." As used in this prospectus, a "Non-U.S. Holder" is a beneficial owner of Pubco Class A Common Stock who or that for U.S. federal income tax purposes is, or is treated as: (a) a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; (b) a foreign corporation; or (c) an estate or trust that is not a U.S. Holder.

Taxation of Distributions

In general, any distributions (other than certain distributions of Pubco stock or rights to acquire Pubco stock) made to a Non-U.S. Holder of shares of Pubco Class A Common Stock, to the extent paid out of Pubco's current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States), Pubco (or another applicable withholding agent) will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder's adjusted tax basis in its shares of Pubco Class A Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder's adjusted tax basis, as gain realized from the sale or other disposition of the Pubco Class A Common Stock, which will be treated as described below under the section entitled "— Sale, Taxable Exchange or Other Taxable Disposition of Pubco Class A Common Stock ." If Pubco determines that it is likely to be classified as a "U.S. real property holding corporation" (see the section entitled "— Sale, Taxable Exchange or Other Taxable Disposition of Pubco Class A Common Stock " below), the applicable withholding agent may be required to withhold 15% of any distribution that exceeds Pubco's current and accumulated earnings and profits. The withholding tax generally does not apply to a Non-U.S. Holder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower rate provided in an applicable tax treaty).

Sale, Taxable Exchange or Other Taxable Disposition of Pubco Class A Common Stock.

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its Pubco Class A Common Stock, unless: (a) the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States); (b) such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition (as such days are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements are met; or (c) Pubco is or has been a "United States real property holding corporation" for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder's holding period for the applicable Pubco Class A Common Stock being disposed of. Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes may also be subject to an additional "branch profits tax" imposed at a 30% rate (or a lower applicable income tax treaty rate). If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax on such Non-U.S. Holder's net capital gain for such year at a tax rate of 30% (or a lower applicable tax treaty rate). If the third bullet point above applies to a Non-U.S. Holder, subject to certain exceptions in the case of interests that are regularly traded on an established market, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates, and a buyer of such Pubco Class A Common Stock or Pubco may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition or redemption. Based on the nature of the business and activities of Pubco, Pubco believes that it is not, and does not expect to become, a U.S. real property holding corporation. However, Pubco has not undertaken a formal analysis of its possible status as a U.S. real property holding corporation. Such determination is factual in nature and subject to change. Accordingly, no assurance can be provided as to whether Pubco would be treated as a U.S. real property holding corporation in any taxable year. Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a sale, taxable exchange or other taxable disposition of its Pubco Class A Common Stock.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of distributions and may be filed with respect to the proceeds from a sale or other disposition of Pubco Class A Common Stock. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against such Non-U.S. Holder's U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Provisions of the Code commonly referred to as "FATCA" require withholding of 30% on payments of dividends on Pubco Class A Common Stock to "foreign financial institutions" (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. Under proposed regulations promulgated by the Treasury Department on December 13, 2018, which state that taxpayers may rely on the proposed regulations until final regulations are issued, this withholding tax will not apply to the gross proceeds from the sale or other disposition of Pubco Class A Common Stock. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Non-U.S. Holders should consult their tax advisor regarding the effects of FATCA on their investment in Pubco Class A Common Stock.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE PUBCO CLASS A COMMON STOCK, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

Legal Matters 1 change

The validity of the shares of Pubco Class A Common Stock offered by this prospectus under Nevada law is passed upon by Brownstein Hyatt Farber Schreck, LLP. Davis Polk & Wardwell LLP has passed upon the validity of the Pubco Warrants under New York law.

Index To Financial Statements 71 changes

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder of Evernorth Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Evernorth Holdings Inc. and subsidiaries (the "Company") as of December 31, 2025 and September 30, 2025, the related consolidated statements of operations, changes in stockholder's deficit, and cash flows, for the period from August 29, 2025 (inception) to December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and September 30, 2025, and the results of its operations and its cash flows for the period from August 29, 2025 (inception) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

San Francisco, California

We have served as the Company's auditor since 2025.

EVERNORTH HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and September 30, 2025 (in dollars)

December 31, 2025 September 30, 2025

Restricted cash $ 49,995 $ —

Deferred offering costs 3,802,903 1,761,419

Digital assets 612,924,401 —

Current liabilities:

Accounts payable and accrued liabilities 336,371 —

Related party payable 4,587,335 2,276,419

Refundable investor advances 764,570,995 —

Stockholder's deficit:

Common stock $ 0.001 par value; 1,000 shares authorized; 1 share issued and outstanding — — Accumulated deficit ( 152,717,402 ) ( 515,000 ) Total stockholder's deficit ( 152,717,402 ) ( 515,000 ) Total liabilities and stockholder's deficit $ 616,777,299 $ 1,761,419 The accompanying notes are an integral part of these financial statements.

EVERNORTH HOLDINGS INC.

CONSOLIDATED STATEMENT OF OPERATIONS

For the period from August 29, 2025 (inception) through December 31, 2025 (in dollars) For the period from August 29, through December 31, 2025 Operating expenses:

General and administrative $ 1,115,340

Digital asset impairment 233,650,642

Total operating expenses 234,765,982

Loss from operations

Other (income) expense

Change in fair value of refundable investor advances ( 82,054,043 )

Interest expense, related party 5,463

Total other (income) expense

Loss before provision for income taxes

Provision for income taxes

Basic and diluted $ ( 152,717,402 )

Weighted-average common shares outstanding:

The accompanying notes are an integral part of these financial statements.

EVERNORTH HOLDINGS INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT

For the period from August 29, 2025 (inception) through December 31, 2025 (in dollars) Common Stock Accumulated Deficit Total Stockholder's Deficit Shares Amount Balance as of August 29, 2025 — $ — $ — $ — Issuance of common stock 1 — — — Net loss — — ( 152,717,402 ) ( 152,717,402 ) Balance as of December 31, 2025 1 $ — $ ( 152,717,402 ) $ ( 152,717,402 ) The accompanying notes are an integral part of these financial statements.

EVERNORTH HOLDINGS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from August 29, 2025 (inception) through December 31, 2025 (in dollars) For the period from August 29, through December 31, 2025 Cash flows from operating activities:

Net loss $ ( 152,717,402 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustment to the fair value of refundable investor advances ( 82,054,043 ) Digital asset impairment 233,650,642 Changes in assets and liabilities:

Accounts payable and accrued liabilities 233,468

Related party payable 170,625

Net cash used in operating activities

Cash flows from investing activities:

Purchase of digital assets ( 214,000,000 )

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from refundable investor advances 214,049,995

Proceeds from related party 716,710

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash, cash equivalents, and restricted cash at beginning of period —

Cash, cash equivalents, and restricted cash at end of period 49,995

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

Total cash, cash equivalents, and restricted cash $ 49,995

Non-cash financing activities:

Unpaid deferred offering costs $ 3,802,903

Digital assets received in exchange for refundable investor advances $ 632,575,043 The accompanying notes are an integral part of these financial statements.

EVERNORTH HOLDINGS INC.

ARMADA ACQUISITION CORP. II

Audited Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 199) Balance Sheet as of September 30, 2025 Statement of Operations for the period from October 3, 2024 (inception) through September 30, 2025 Statement of Shareholder's Deficit for the period from October 3, 2024 (inception) through September 30, 2025 Statement of Cash Flows for the period from October 3, 2024 (inception) through September 30, 2025

Other Expenses of Issuance and Distribution 3 changes

3 unchanged paragraphs

Qualified Independent Underwriter fee $

1 unchanged paragraph

* These fees are calculated based on the securities offered and accordingly cannot be defined at this time.

We will bear all costs, expenses and fees in connection with the registration of the securities, including with regard to compliance with state securities or "blue sky" laws. The Holder, Selling Securityholders, however, will bear all underwriting commissions and discounts, if any, attributable to its their sale of the securities. All amounts are estimates except the SEC registration fee and FINRA filing fee.

Exhibits 2 changes

5 unchanged paragraphs

5.2 Opinion of Davis Polk & Wardwell LLP.

44 unchanged paragraphs

23.5 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2).

4 unchanged paragraphs

Undertakings 9 changes

13 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, state of California, on the 23rd 30th day of October, 2026.

6 unchanged paragraphs

Director October 23, 2026

Director October 23, 2026

Director October 23, 2026

Director October 23, 2026

Director October 30, 2026

Director October 30, 2026

Director October 30, 2026

Director October 30, 2026