Shareholders of Armada Acquisition Corp. II vote on the merger with Evernorth on September 30. After approval, the largest institutional XRP treasury would list on the Nasdaq under the ticker XRPN.
Evernorth is an actively managed treasury company. It holds XRP and puts those holdings to work through yield strategies, infrastructure stakes and capital markets activity. The stated goal is to raise XRP per share over time. Yet a passive crypto ETP only tracks the price. The route to the exchange does not run through a traditional IPO, however. Instead, Evernorth is merging with a SPAC that already trades publicly. Armada Acquisition Corp. II raised roughly USD 230 million for that purpose in May 2025. The SEC finally declared the registration statement effective in August 2026. Evernorth currently holds about 473 million XRP, worth roughly USD 714 million as of September 28, 2026. Capital for that came earlier from Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital.
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What Armada shareholders decide on September 30
Armada Acquisition Corp. II is a listed shell company with no operating business. Such SPACs first raise capital and then look for an acquisition target. The money sits in a trust account beforehand. Moreover, only shareholders on the register as of August 20, 2026 may vote. Anyone who preferred to hand back shares had to use the redemption window. It closed two trading days before the vote, on September 28. In a redemption, the trust share flows back to the shareholder instead of moving into the merged company. Redemptions therefore reduce the capital that stands ready for XRP purchases after closing.
The vote covers more than the merger itself. Shareholders are voting at the same time on an authorization to issue up to 10 billion shares. This resolution is not binding. The aim behind it is to lift XRP per share. Treasury companies usually fund their purchases through new shares and bonds. Approval thus sets a ceiling, not the amount Evernorth will actually issue.
The merger document filed with the SEC breaks down the financing. The first tranche alone runs to roughly USD 214 million plus 600,000 XRP. A later tranche of USD 10.5 million follows. Furthermore, the sponsor, Ripple and a related party are contributing XRP in kind. Public shareholders should hold around 48.5% of Evernorth Class A shares after closing. That ratio assumes, however, that nobody redeems. The ratio therefore firms up only after the redemption deadline. Both sides expect closing later in the fourth quarter of 2026. Until then, Evernorth remains a private company.
The SEC clearance is no judgment on XRP
On August 27, 2026, the SEC declared the Form S-4 registration statement effective. This form first registers shares that a merger newly issues. Without an effective registration, an issuer may not offer the paper publicly. Armada could send out the proxy materials only after that step. Effectiveness is not a substantive approval, however. The agency therefore assesses neither the merger nor the business model of Evernorth. It likewise does not assess XRP as an investment. Notably, that distinction appears explicitly in the filings.
The separation has its own history with XRP. The SEC originally sued Ripple Labs in 2020 over the sale of XRP as allegedly unregistered securities. That dispute shaped the regulatory perception of the token in the US for years. Since then, the market reads every contact between agency and token closely. A formal procedural step consequently looks like a free pass. Investors still carry the judgment on the business model themselves.
For the timetable, effectiveness nevertheless remains the decisive condition. Without it, the September 30 date would not have held. Evernorth also could not have issued the new shares publicly. The remaining hurdles are thus no longer regulatory. They sit with the shareholders and the capital market. A failed vote would moreover set back the latest financing.
An additional USD 30 million from convertible notes
In mid-September, Evernorth secured another USD 30 million. The capital comes through senior convertible notes carrying 4% interest and maturing in 2031. Convertible notes are debt with the right to swap into shares later. Senior means, in addition, that creditors rank ahead of shareholders in insolvency. Interest here does not flow in cash but rather in the form of further notes. This payment-in-kind structure consequently preserves the issuer's liquidity. The counterparty is NH Investment & Securities as trustee of a South Korean Kyobo AIM fund.
The notes become convertible after one year. Their conversion price sits at roughly USD 10.20 per share. Each USD 1,000 of principal therefore creates 98.04 Class A shares. On conversion, those shares finally dilute the existing owners. The issuance at the same time depends on closing of the merger. If the vote fails, the notes lapse. For the intended use, the filing with the SEC names general corporate purposes, including the acquisition of XRP. So part of the money flows straight into the token.
Measured against the financing so far, the amount is comparatively small. Evernorth had already secured more than USD 1 billion in gross proceeds. The new USD 30 million thus amount to roughly three percent of that sum. Behind it stand Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital, among others. Overall, the new tranche barely shifts the order of magnitude. It widens the circle of backers by one institutional name from South Korea. The timing shortly before the vote stands out.
Evernorth would bring the Bitcoin treasury model for XRP to Nasdaq
MicroStrategy, today Strategy, originally shaped the crypto treasury model. The company bought Bitcoin onto its own balance sheet and made the holding tradable through the stock. Similar vehicles also emerged for Ethereum and Solana. For XRP, Evernorth would be the largest institutional treasury of this kind. Yet its ambition goes beyond simple holding. Yield strategies, infrastructure stakes and capital markets activity should raise XRP per share.
From an institutional view, the benefit lies in the wrapper. Direct ownership of cryptocurrencies demands custody, compliance, audit duties, insurance and internal controls. Many asset managers therefore avoid that effort. A share listed on the Nasdaq instead sidesteps these hurdles. Access to XRP then runs through a familiar security. Evernorth courts institutional buyers with exactly that argument.
