- Evernorth shareholders have approved the business combination with Armada Acquisition Corp. II, clearing a major step toward the XRP treasury company's planned Nasdaq listing under XRPN.
Evernorth Holdings is moving closer to the public markets after shareholders of Armada Acquisition Corp. II (Nasdaq: XRPN) approved the companies' proposed business combination at a Sept. 30 meeting. The transaction is expected to close on Oct. 7, subject to the remaining closing conditions. If completed as planned, the combined company will operate as Evernorth Holdings, Inc., with its Class A common stock expected to begin trading on Nasdaq under the XRPN ticker on Oct. 8.
The deal is also set to create a publicly traded company built around an XRP treasury. Evernorth expects to hold approximately 473 million XRP at closing, which it says would make it the largest publicly traded pure-play XRP treasury company.
The development comes shortly after Evernorth secured a Nasdaq listing plan for its XRP treasury and as institutional activity around the XRP Ledger continues to expand.
Evernorth Deal Raises More Than $1 Billion
The business combination is expected to generate approximately $300 million in gross cash proceeds before transaction expenses. That includes $225 million from related private placements, $30 million of incremental convertible note financing, and approximately $48 million from Armada II's trust, according to the announcement. Investors have also agreed to contribute XRP directly to the company.
Evernorth's investor group includes Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, among others. The company said the overall transaction and related private placements have raised more than $1 billion in gross proceeds. Its earlier financing structure was designed to provide capital for XRP purchases and other activities within the XRP ecosystem.
Evernorth's strategy extends beyond simply holding XRP. The company has said it intends to pursue yield strategies, ecosystem participation, and capital-markets activities aimed at increasing the amount of XRP backing each share over time.
The company's approach follows the broader emergence of cryptocurrency treasury companies that use public-market structures to provide investors with exposure to a specific digital asset.
The XRP Ledger is also developing additional institutional use cases. A recent XRP Ledger tokenization project involving CSD BR and Ripple is using the blockchain as an additional record and audit layer for Brazilian investment fund shares.
XRPN Listing Could Bring XRP Treasury Exposure to Nasdaq
The shareholder approval removes one of the key conditions standing between Evernorth and its planned public-market debut. The remaining transaction conditions must still be satisfied or waived before the combination closes. The companies currently expect that to happen on Oct. 7, followed by Nasdaq trading on Oct. 8.
If the closing occurs as scheduled, investors buying XRPN shares would be purchasing equity in Evernorth rather than XRP directly. The company's balance sheet would instead provide the underlying XRP exposure through its treasury holdings and its stated strategy for managing those assets.
That structure could give traditional-market investors another route to gain exposure to XRP without holding the cryptocurrency directly. It also means the value of the public company could be influenced by factors beyond the price of XRP, including its share structure, treasury strategy, financing arrangements and the market's valuation of its holdings.
Evernorth has positioned the listing as a way to bring XRP exposure into a regulated public-market structure. The company has also said its objective is to actively participate in the XRP ecosystem rather than operate solely as a passive holder.
The planned listing comes as XRP activity across its underlying network remains elevated. Recent data showed more than 1.14 million XRP Ledger payment transactions in a single day in late September, although transaction activity alone does not establish a corresponding increase in demand for XRP.
For Evernorth, the immediate focus is now the Oct. 7 closing. If the remaining conditions are satisfied, XRPN is scheduled to become the public-market vehicle for the company's XRP treasury strategy the following day.