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Evernorth wins shareholder approval for SPAC merger ahead of Nasdaq debut

Shareholders of Armada Acquisition Corp. II approved a business combination with Evernorth, clearing the path for the Ripple-backed corporate XRP treasury to list on the Nasdaq with roughly 473 million XRP.

SEC Form 8-K filing by Armada Acquisition Corp. II regarding its merger and registration on The Nasdaq Stock Market
Image: @CoinGapeMedia

Shareholders of special purpose acquisition company Armada Acquisition Corp. II have approved a business combination with Evernorth, clearing the way for the Ripple-backed corporate treasury to list on the Nasdaq. Evernorth announced the outcome following a vote where roughly 20.5 million shares were cast in favor and 1.4 million against, representing about 69% participation among eligible shares.[4][1]

The transaction is scheduled to close on Oct. 7, 2026, with public trading set to begin on Oct. 8 under ticker XRPN. Evernorth expects to hold roughly 473 million XRP at closing alongside approximately $300 million in gross cash proceeds before expenses, supported in part by direct in-kind XRP contributions from investors.[4][6][3]

The expected cash balance includes $225 million from private placements, $30 million from 4% convertible notes due in 2031, and roughly $48 million remaining in Armada II's trust. Evernorth, which is backed by SBI and Pantera Capital alongside Ripple, stated that the transaction and related private placements have raised more than $1 billion in total.[4][1][2]

Key facts

  • Armada Acquisition Corp. II shareholders voted to approve the merger with Evernorth, casting approximately 20.5 million shares in favor and 1.4 million against.
  • The merger is expected to close on Oct. 7, 2026, with trading under the ticker XRPN on the Nasdaq scheduled to start Oct. 8.
  • The combined company, operating as Evernorth Holdings, expects to hold roughly 473 million XRP.
  • Evernorth expects to raise roughly $300 million in gross cash proceeds, consisting of $225 million from private placements, $30 million in convertible notes, and $48 million from the SPAC's trust.
  • Evernorth stated that the transaction and its associated private placements have raised more than $1 billion in total.
  • Evernorth is backed by institutional investors including Ripple, SBI, and Pantera Capital.

Sources · 5 sources

  1. BS

    BSCN@BSCNewsPost on X ·

    Evernorth clears its shareholder vote on the road to Nasdaq Armada Acquisition Corp. II shareholders approved every proposal tied to the SPAC's merger with Evernorth, the meeting's inspector of elections reported at today's virtual shareholder meeting. @evernorthxrp is an XRP treasury company backed by Ripple, SBI, and Pantera, among others. The deal is expected to close shortly, subject to customary conditions. The combined company is then set to trade on Nasdaq as XRPN, holding about 473 million $XRP.

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  2. CO

    CoinMarketCap@CoinMarketCapPost on X ·

    LATEST: 💰 XRP treasury firm Evernorth won shareholder approval for its $1B merger with Armada II, clearing the path to debut on Nasdaq as XRPN on Oct. 8. https://t.co/JYFj1RzCft

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  3. BS

    BSCN@BSCNewsPost on X ·

    Armada Acquisition Corp. II shareholders approved the SPAC merger with @evernorthxrp, the Ripple-backed XRP treasury company. Evernorth is set to list on Nasdaq under the ticker $XRPN with roughly 473 million $XRP. The deal is expected to close on October 7, with trading commencing the following day... https://t.co/n6G4UxuPuk

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  4. UN

    UnchainedArticle ·

    Ripple-Backed XRP Treasury Evernorth Wins Shareholder Vote, Heads to Nasdaq Next Week Evernorth , the XRP treasury company backed by Ripple, is on track to start trading on Nasdaq on Oct. 8 after shareholders of its blank-check partner signed off on the merger. Shareholders of Armada Acquisition Corp. II backed the business combination at an extraordinary general meeting on Wednesday, Evernorth announced on Thursday. The companies expect to close the deal on Oct. 7 if the remaining conditions are met or waived, and the combined company will operate as Evernorth Holdings. About 20.5 million shares voted for the deal and roughly 1.4 million against, according to the vote tally Armada II filed with the SEC. Shares representing about 69% of the SPAC’s eligible votes took part in the meeting. “Going public will offer investors a regulated, transparent way to own XRP exposure and participate in the growth of the blockchain economy,” Asheesh Birla , Evernorth’s founder and CEO, said in the release. Get Unchained’s crypto news in your inbox with the free Unchained Daily newsletter . Where the Money Comes From Evernorth says the transaction and its related private placements have raised more than $1 billion in total. The cash it expects at closing is about $300 million before expenses: $225 million from private placements, $30 million in new convertible notes and around $48 million left in the SPAC’s trust. The notes carry a 4% rate and come due in 2031, according to a September filing , with NH Investment & Securities acting as trustee for the private fund buying them. Investors also contributed XRP directly. Evernorth expects to hold about 473 million XRP after closing. At XRP’s price of roughly $1.53 on Friday morning, per CoinGecko, that stash would be worth close to $724 million . A Deal First Unveiled in 2025 Evernorth launched in October 2025 with the Armada II merger already signed. It pitched itself as an alternative to a passive ETF that would try to grow its XRP per share through lending, market liquidity and DeFi yield. Birla is a former senior executive at Ripple. At launch, Evernorth named SBI as a $200 million investor, alongside Ripple, Pantera Capital, Kraken and GSR. Ripple CEO Brad Garlinghouse and fellow Ripple executives Stuart Alderoty and David Schwartz were expected to serve as strategic advisors. The company is one of many crypto treasury companies that have tapped public markets since 2025 to hold a single token, a model that started with bitcoin and spread to ether, Solana and XRP. Armada II’s own shares already trade on Nasdaq under XRPN. Evernorth’s Class A stock is expected to take that ticker once the deal closes. Related Listen: Uneasy Money: The $388M Bitget Hack Started With a Security Vendor The post Ripple-Backed XRP Treasury Evernorth Wins Shareholder Vote, Heads to Nasdaq Next Week appeared first on Unchained .

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  5. CB

    Crypto Briefing@Crypto_BriefingPost on X ·

    🔥JUST IN: Evernorth expects to raise $300 million in cash and hold 473 million ripple:native after its shareholders approved business combination with Armada. https://t.co/7MNq0VIwRp

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  6. TB

    The Block@TheBlockCoPost on X ·

    THE BLOCK: Armada Acquisition Corp. II shareholders have approved its business combination with Evernorth, clearing a key step for the XRP treasury company to go public on Nasdaq. The transaction is expected to raise about $300 million in gross cash proceeds, while investors have contributed $XRP in kind, leaving Evernorth expected to hold roughly 473 million XRP at closing. The deal is expected to close Oct. 7, with the combined company set to trade under the ticker XRPN beginning Oct. 8.

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