Pathfinder Digital Assets LLC

S-4/A amended

Pathfinder Digital Assets LLC is part of a business combination with Evernorth Holdings Inc. and Ripple Labs Inc., involving a merger structure that converts SPAC shares into Pubco equity. The transaction includes a private placement of XRP tokens, advance funding subscriptions, and complex share conversion mechanisms. The filing outlines the merger terms, shareholder approvals, and regulatory conditions for the public listing of Pubco shares.

S-4/A amended

34,499,992 shares

Pathfinder Digital Assets LLC, a Delaware limited liability company, is involved in a business combination with Evernorth Holdings Inc. (Pubco) through a merger transaction. The deal includes the merger of Pathfinder with Evernorth Corporate Merger Sub, followed by the SPAC Merger Sub merging with SPAC Delaware. Ripple Labs Inc. contributed XRP tokens in a private placement, and Advance Funding Subscribers invested $214.05 million. The transaction aims to make Pubco a publicly traded company with three classes of common stock (A, B, C) and warrants. The SPAC will domesticate as a Delaware corporation, and shareholder approvals are required.

S-4 filed

Pathfinder Digital Assets LLC, through its parent Evernorth Holdings Inc., is undergoing a business combination with Armada Acquisition Corp. II (SPAC), resulting in the merger of SPAC Delaware with Pathfinder and Ripple Labs Inc. The transaction involves the exchange of SPAC units for Pubco Class A shares, contribution of XRP tokens by Ripple, and the issuance of three classes of Pubco stock with distinct voting and economic rights. The deal includes funding agreements with institutional investors and adjustments to share structures post-merger.

DRS/A amended

Pathfinder Digital Assets LLC is involved in a business combination transaction with Armada Acquisition Corp. II (SPAC), leading to the creation of Evernorth Holdings Inc. as a publicly traded entity. The transaction includes mergers, share exchanges, and the contribution of XRP tokens by Ripple. The filing outlines the structure of the combined company's stock classes, shareholder approvals, and terms for converting SPAC shares and warrants into Pubco securities. Legal and financial details, including reimbursement agreements and sponsor concessions, are also disclosed.

DRS filed

Pathfinder Digital Assets LLC is involved in a business combination with Evernorth Holdings Inc. through a merger transaction, which includes the exchange of shares and warrants. The filing outlines the terms of the merger, including the conversion of SPAC shares into Pubco stock, the contribution of XRP tokens by Ripple, and the issuance of new securities. The transaction is subject to regulatory approvals and shareholder votes, with a focus on the restructuring of equity classes and financial terms.