Key Takeaways
- The transaction projects about $300 million in gross cash proceeds.
- All investors funding early or at closing remain participants.
- Closing remains subject to satisfaction or waiver of conditions.
Shareholder Vote Clears Path to Nasdaq Trading
Investors could soon gain exposure to an XRP-focused treasury through Evernorth shares after Armada Acquisition Corp. II shareholders approved the companies’ proposed merger. Evernorth Holdings Inc., a digital asset treasury company, and Armada II (Nasdaq: XRPN) announced the shareholder approval on Oct. 1 following the Sept. 30 vote. Armada II is a special purpose acquisition company, formed to take another business public through a merger.
Evernorth founder and CEO Asheesh Birla said:
“Going public will offer investors a regulated, transparent way to own XRP exposure and participate in the growth of the blockchain economy.”
Before the vote, the U.S. Securities and Exchange Commission (SEC) declared the Form S-4 registration statement effective Aug. 27. Effectiveness did not constitute regulatory approval of the deal’s merits.
Evernorth’s strategy could channel capital raised from stock market investors into token purchases and financial activity on the XRP Ledger. Additional demand would depend on its actual acquisitions and deployment of funds.
Cash Financing and Token Contributions Build the Treasury
The transaction is expected to provide approximately $300 million in gross cash proceeds before expenses, alongside XRP contributed directly by investors. That amount includes $225 million from private placements, or securities sales to selected investors, and $30 million in convertible note financing. Approximately $48 million would come from Armada II’s trust, which holds funds raised through its public offering.
Part of that funding would come from debt convertible into company shares. Evernorth arranged $30 million in convertible notes carrying 4% annual interest and maturing in 2031. Interest increases the principal rather than requiring periodic cash payments. Proceeds would fund general corporate purposes, including token purchases and ecosystem activities.
According to Evernorth, the transaction and related private placements have raised more than $1 billion. Its investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR. The company projects approximately 473 million XRP at closing and claims that would make it the largest publicly traded treasury focused primarily on that cryptocurrency.
Active Management Targets More XRP Per Share
Evernorth intends to pursue strategies designed to increase XRP holdings per share over time. Its planned treasury strategy includes activities intended to earn returns on its assets, participation in the XRP ecosystem, and capital markets activities. The objective measures tokens held relative to outstanding stock.
The strategy centers on XRP’s role as the native asset of the XRP Ledger, a public blockchain supporting payments, decentralized trading, and tokenized assets, or blockchain-based representations of assets. Stockholders would own an equity interest in Evernorth, which would hold and manage the tokens.
XRP’s value at completion also affects the equity allocated to private-placement investors. August amendments replaced the original $2.36 benchmark with a volume-weighted average XRP price, which weights prices by trading volume. The formula determines their share allocations and proportional ownership.
Liquidity, AI Controls, and Community Plans Shape the Debut
Evernorth’s institutional plans include a Jan. 8 collaboration with Doppler Finance, a provider of XRP-based financial infrastructure, to explore treasury-scale liquidity. The firms are evaluating ways to deploy large token positions through blockchain-based financial products and treasury management frameworks.
To support automated operations, Evernorth outlined a Jan. 21 collaboration with t54, a financial technology company building controls for artificial intelligence systems. It intends to integrate verification, risk assessment, and compliance tools into treasury workflows managed by software agents, with joint product development also planned.
The public debut would also feature an XRP community campaign Birla described Sept. 23, including apparel and a story released in chapters. The initiative features Bearchamp, a boxing character created by Chicago artist JC Rivera, with a possible Times Square finale contingent on the listing proceeding.
Completion remains subject to satisfaction or waiver of the remaining closing conditions. Following the expected Oct. 7 closing, the combined business will operate as Evernorth Holdings Inc., with Class A common stock expected to trade as XRPN on Oct. 8.
