Evernorth has completed its merger with Armada Acquisition Corp. II, holding approximately 473 million XRP and raising about $300 million in gross cash proceeds ahead of its expected Oct. 12 Nasdaq trading debut.
Summary
- 473 million XRP formed Evernorth’s treasury at closing, alongside approximately $300 million in gross cash proceeds.
- XRPN shares are expected to begin Nasdaq trading on Oct. 12 following the completed merger.
- Evernorth plans to deploy capital into XRP infrastructure and pursue strategies to increase XRP per share.
- Armada shareholders approved the transaction on Sep. 30, before an administrative delay changed the listing schedule.
Evernorth announced on Oct. 9 that it had closed the business combination, bringing its XRP treasury and related investment plans into a public-company structure. The company said the approximately $300 million cash figure was measured before transaction expenses, with capital supplied by institutional and digital-asset investors.
According to the announcement, its backers include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR. Armada, the merger partner, was a special purpose acquisition company sponsored by Arrington XRP Capital Fund, LP.
Evernorth closes merger after Nasdaq timetable changes
In its closing filing, Evernorth confirmed that the transaction was completed under the business combination agreement signed on Oct. 19, 2025, and amended on Aug. 12, 2026. The agreement involved Evernorth, Pathfinder Digital Assets, Ripple, Armada, and two merger subsidiaries.
Under the transaction mechanics described in the Form 8-K, Pathfinder and the former Armada entity became wholly owned subsidiaries of Evernorth. The filing also records Armada’s move from the Cayman Islands to Delaware on Oct. 8, when it adopted the name Arrington Capital SPAC I Inc.
The closing followed Armada shareholders’ approval at their Sep. 30 extraordinary general meeting, according to the company’s disclosures. Evernorth had initially scheduled the merger closing for Oct. 7 and the start of Nasdaq trading for Oct. 8.
As crypto.news reported on Oct. 7, the company delayed its Nasdaq debut after an administrative issue changed the schedule. In its Oct. 6 update, Evernorth said the issue was not expected to prevent completion and set Oct. 9 as the revised closing date.
With the merger now completed, the closing announcement retains Oct. 12 as the expected first trading day for Evernorth common stock under XRPN. The company also expects its leadership, investors and XRP ecosystem participants to attend a Nasdaq closing-bell ceremony on Oct. 14.
XRP treasury combines purchases and contributed tokens
Evernorth’s closing announcement places its holdings at approximately 473 million XRP. Earlier transaction documents show that the treasury was assembled through several routes, including cash purchases and contributions from parties supporting the merger.
A Sep. 30 examination of the XRP treasury’s composition detailed a projected closing balance of at least 473,276,430 XRP under the definitive proxy’s assumptions. The disclosed components included 126,791,458 XRP contributed by Ripple and approximately 211.32 million XRP associated with the sponsor.
According to those proxy disclosures, a separate related-party contribution accounted for 50 million XRP, while advance and delayed funding arrangements included another 800,000 tokens. The documents also identified approximately 84.37 million XRP purchased for $214 million.
The earlier report placed that purchase’s average price at about $2.53657 per token. Its review distinguished the documented cash acquisition from the contributed holdings, rather than applying the purchase price to every XRP in the planned treasury.
For U.S. stock-market investors, the same proxy-based analysis described XRPN as ownership of corporate equity. The company owns the XRP treasury; shareholders do not receive a direct redemption right for a specified number of tokens.
According to that analysis, the exposure behind each share also depends on outstanding shares, liabilities, financing, and transaction costs. The proxy separately addressed warrants and other securities, alongside the expected XRP balance.
Evernorth plans to put XRP capital into institutional services
In the closing announcement, founder and CEO Asheesh Birla said Evernorth would actively manage its treasury and support infrastructure and uses for XRP. He described increasing the number of XRP held per share as a goal of the company’s treasury strategy.
Birla said:
“We’ll be deploying capital across the XRP economy, supporting the infrastructure and use cases that expand XRP’s utility”
The company’s earlier SEC-filed announcement identified tokenized assets, onchain credit markets and settlement infrastructure as areas where it intended to supply capital. In that disclosure, Evernorth said its model would combine XRP holdings with investment in infrastructure, rather than rely solely on purchasing and holding tokens.
According to its company description, Evernorth also plans to pursue institutional and decentralized-finance yield strategies, ecosystem participation and capital-market activities. Its disclosures present those activities as planned strategies for growing XRP per share.
Within the SEC-filed announcement, Evernorth said it intended to operate with the reporting, governance and disclosure standards of a Nasdaq-listed company. The filing also states that the SEC’s declaration of registration-statement effectiveness did not constitute approval of the transaction’s investment merits.
Convertible financing includes XRP purchases among permitted uses
Before the shareholder vote, Evernorth agreed to issue convertible debt worth $30 million, as reported on Sep. 21. The disclosed agreement tied issuance and payment for the notes to completion of the business combination.
According to the financing documents, proceeds could support general corporate purposes, including additional XRP purchases and activities within the XRP ecosystem. The permitted uses did not commit the full financing amount to direct token purchases.
The agreement named NH Investment & Securities as trustee for Kyobo AIM Corporate Finance General Private Investment Trust No. 3, the purchaser. Under the disclosed terms, the senior unsecured notes carry a 4% annual payment-in-kind interest rate, with interest added to principal rather than paid regularly in cash.
The financing documents provide for semiannual compounding and maturity in 2031, unless the notes are converted, redeemed, or repurchased earlier. Holders receive conversion rights beginning one year after the effectiveness date, at an initial rate equivalent to approximately $10.20 per Evernorth Class A share.
