Evernorth's $1 billion XRP deal clears vote for Nasdaq listing

Shareholders of Armada Acquisition Corp. II approved its merger with Evernorth Holdings on September 30, clearing a deal that puts more than 473 million XRP on a public company's balance sheet. The combined company plans to list on Nasdaq as XRPN from October 8.

Those results came in a securities filing the next day. A Form 425 lodged with the U.S. Securities and Exchange Commission on October 1 recorded about 94 percent support for the business combination, with 20,514,597 votes in favor and 1,362,089 against. A separate proposal to move Armada's legal home from the Cayman Islands to Delaware passed with every vote cast.

What the shareholders signed off on

The vote merges Armada, a special purpose acquisition company, with Evernorth, a firm built to hold XRP as a corporate treasury asset. Once the deal closes, Evernorth becomes the listed entity and investors buy XRPN stock rather than the token itself. That structure gives stock-market money a path into XRP without a crypto exchange account.

Its route to market is a SPAC, a shell company that raises cash and then merges with a private business to take it public. Armada's registration statement cleared the SEC on August 27, which let the September vote go ahead. Delaware becomes the combined company's legal home after shareholders backed the move from the Cayman Islands.

Asheesh Birla, Evernorth's chief executive, cast the listing as part of a broader shift in global finance. Digital assets, he said, are "playing a larger role in how capital is held, managed and deployed." Evernorth wants to build the largest institutional XRP treasury. That is a statement of ambition, not a measured fact.

Where the XRP and the money come from

Evernorth expects to hold 473,276,430 XRP at closing, built from several sources rather than one check. Ripple, the company behind the XRP Ledger, is contributing about 126.8 million tokens, close to 27 percent of the pile. Arrington Capital, the deal's sponsor, is adding roughly 211.3 million. The rest, about 84.4 million tokens, was bought with cash at an average price of $2.5366.

The cash side ran past $1 billion in private-placement commitments. Backers named in the filings include Ripple, SBI Group, Pantera Capital, Kraken and GSR. About $214 million of that went toward buying XRP, with a further $30 million convertible-note commitment from South Korea's NH Investment and Securities. The deal also carries warrants, listed as XRPNW, exercisable at $11.50. Ripple is a central participant. It did not, on its own, write a billion-dollar check.

Two price tags that do not match

News coverage has carried two numbers, and they measure different things. SEC filings valued the treasury at about $672 million, using a price of $1.42 per XRP. The capital raised, by contrast, topped $1 billion in commitments. One figure counts the tokens at a set price. The other counts the money investors pledged. Both can be true.

XRP itself sits in between. The token traded near $1.53 around 05:10 UTC on October 2, according to CoinGecko, which put the whole XRP market at about $96 billion. At that price the treasury would be worth more than the $1.42 filing mark, while the cash-bought tokens, picked up near $2.54, would sit underwater. Crypto prices move fast, so any of these figures can read differently within a day.

What to watch

Evernorth is not the first to try this. Listed firms from Strategy to BitMine's multibillion-dollar ether position have turned their balance sheets into single-asset crypto bets, and their shares have swung hard with the coins behind them.

Two dates matter next. Evernorth and Armada expect the merger to close on October 7, with XRPN shares beginning to trade on October 8, subject to the usual closing conditions. Nothing trades yet. Until the stock is live, the treasury's market value will track XRP, which means shareholders take on the token's price swings on top of any premium or discount the shares carry to the assets behind them.

Neither company has said how it will price XRPN against the value of its XRP, and treasury stocks have at times traded well above or below the coins they hold. The timing is tight. A single delay in the closing conditions would push both dates back.