Evernorth, set to become the largest institutional XRP treasury company, is one step away from a Nasdaq listing. Shareholders of Armada Acquisition Corp. II are scheduled to vote on the merger on September 30. If they approve, the combined company would trade under the ticker XRPN.

Evernorth is designed as an actively managed treasury company. It holds XRP and puts those holdings to work through yield strategies, infrastructure stakes and capital markets activity, with the stated aim of increasing the amount of XRP per share over time. That distinguishes it from a passive crypto ETP, which merely tracks the token's price.

The path to the exchange does not run through a traditional IPO. Instead, Evernorth is merging with a special purpose acquisition company (SPAC) that already trades publicly. Armada Acquisition Corp. II raised roughly USD 230 million for that purpose in May 2025, and the SEC declared the registration statement effective in August 2026. As of September 28, 2026, Evernorth holds about 473 million XRP, worth roughly USD 714 million. Funding for those holdings came earlier from Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital.

What Armada Shareholders Decide on September 30

Armada Acquisition Corp. II is a listed shell company with no operating business. SPACs of this kind raise capital first and search for an acquisition target afterwards, keeping the proceeds in a trust account in the meantime. Only shareholders on the register as of August 20, 2026 are entitled to vote. Those who preferred to hand back their shares had to use the redemption window, which closed two trading days before the vote, on September 28. In a redemption, the trust share flows back to the shareholder rather than into the merged company. Redemptions therefore shrink the capital that stands ready for XRP purchases after closing. The redemption figures will therefore determine how much of the roughly USD 230 million in trust actually remains available for Evernorth's XRP purchases.

The ballot covers more than the merger itself. Shareholders are also voting on an authorization to issue up to 10 billion shares. The resolution is not binding. Its purpose is to support the goal of lifting XRP per share, since treasury companies typically fund their purchases with newly issued shares and bonds. Approval would therefore set a ceiling, not the amount Evernorth will actually issue.

The merger document filed with the SEC breaks down the financing. The first tranche alone amounts to roughly USD 214 million plus 600,000 XRP, followed by a later tranche of USD 10.5. In addition, the sponsor, Ripple and a related party are contributing XRP in kind. Public shareholders are expected to hold around 48.5% of Evernorth's Class A shares after closing. That ratio, however, assumes that nobody redeems, and it will only firm up once the redemption deadline has passed. Both sides expect the transaction to close later in the fourth quarter of 2026, which is when the combined company would begin trading on the Nasdaq under the XRPN ticker. Until then, Evernorth remains a private company.

SEC Clearance Is Not a Judgment on XRP

On August 27, 2026, the SEC declared the Form S-4 registration statement effective. This form registers the shares that a merger newly issues. Without an effective registration, an issuer may not offer the paper publicly, and Armada could distribute the proxy materials only after this step. Effectiveness, however, is not a substantive approval. The agency assesses neither the merger nor Evernorth's business model, nor does it evaluate XRP as an investment. That distinction appears explicitly in the filings.

The separation carries its own history with XRP. The SEC originally sued Ripple Labs in 2020 over the sale of XRP as allegedly unregistered securities. The dispute shaped the regulatory perception of the token in the United States for years, and the market has since read every interaction between the agency and the token closely. A purely formal procedural step can consequently appear to be a free pass, yet the judgment on the business model remains with investors themselves.

For the timetable, effectiveness was nonetheless the decisive condition. Without it, the September 30 date would not have held, and Evernorth could not have issued the new shares publicly. The remaining hurdles are therefore no longer regulatory in nature; they sit with the shareholders and the capital market. A failed vote would also set back the most recent financing.

An Additional USD 30 Million From Convertible Notes

In mid-September, Evernorth secured a further USD 30 million. The capital comes through senior convertible notes carrying 4% interest and maturing in 2031. Convertible notes are debt instruments that give the holder the right to swap them into shares at a later point. Senior means that creditors rank ahead of shareholders in an insolvency. Interest is not paid in cash but in the form of additional notes; this payment-in-kind structure preserves the issuer's liquidity. The counterparty is NH Investment & Securities, acting 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, meaning each USD 1,000 of principal creates 98.04 Class A shares. On conversion, those shares dilute the existing owners. The issuance likewise depends on the closing of the merger; if the vote fails, the notes lapse. In the filing with the SEC, the intended use is named as general corporate purposes, including the acquisition of XRP, so part of the money would flow directly into the token.

Measured against the financing raised so far, the amount is comparatively small. Evernorth had already secured more than USD 1 billion in gross proceeds, which puts the new USD 30 million at roughly three percent of that sum. Behind the earlier funding stand Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital, among others. Overall, the new tranche barely shifts the order of magnitude, but it widens the circle of backers by one institutional name from South Korea. Its timing, shortly before the vote, stands out.

The Bitcoin Treasury Model, Adapted for XRP

MicroStrategy, today Strategy, pioneered the crypto treasury model: the company accumulated Bitcoin on its own balance sheet and made the holding tradable through its stock. Similar vehicles have since emerged for Ethereum and Solana. For XRP, Evernorth would be the largest institutional treasury of this kind, yet its ambition extends beyond simple holding. Yield strategies, infrastructure stakes and capital markets activity are intended to raise XRP per share.

From an institutional perspective, the benefit lies in the wrapper. Direct ownership of cryptocurrencies demands custody, compliance, audit duties, insurance and internal controls, an effort many asset managers prefer to avoid. A share listed on the Nasdaq sidesteps those hurdles, giving investors access to XRP through a familiar security. Evernorth courts institutional buyers with precisely that argument.

Source: Crypto Valley Journal