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Evernorth XRP Treasury Wins Shareholder Vote, Clearing Path to Nasdaq Debut as XRPN
Shareholders of Armada Acquisition Corp. II approved the business combination with Evernorth Holdings at an extraordinary general meeting on September 30, 2026, clearing the path for the Evernorth XRP treasury to go public. The deal is expected to close on October 7, with Class A common stock of the combined company, Evernorth Holdings, Inc., set to begin trading on Nasdaq under the ticker "XRPN" on October 8, according to the companies.
The vote matters because it removes the last major hurdle before what the companies describe as the largest publicly traded pure-play XRP treasury company reaches the market. At closing, Evernorth expects to hold approximately 473 million XRP, a position valued at roughly $710 million at recent prices near $1.50 per token.
Vote count and deal terms
Roughly 20.5 million votes were cast in favor of the combination against 1.4 million opposed, AD HOC NEWS reported, with the companies announcing the result on October 1, 2026. The approval came about five weeks after the U.S. Securities and Exchange Commission declared Evernorth's registration statement effective on August 27; the company first filed its Form S-4 for the $1 billion SPAC deal in March.
The transaction and accompanying private placements have raised more than $1 billion in total, Evernorth said. The cash side of the deal breaks down into roughly $225 million raised through related private placements, another $30 million from convertible note financing and about $48 million still sitting in Armada II's trust account, according to the companies.
Investors have also contributed XRP in kind, and that cash figure is distinct from the tokens put directly into the transaction. Evernorth's investor roster includes Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, among others.
Where the XRP comes from
CryptoPotato's reporting, cited by CryptoRank, traces where the tokens behind the Evernorth XRP treasury originated. The single biggest contribution, 211.3 million tokens, came from RippleWorks, which placed them into the SPAC's sponsor, Arrington XRP Capital Fund; when the deal closes, the sponsor is required to swap those tokens for Evernorth shares and to vote them in line with RippleWorks' instructions.
Ripple put in 126.8 million XRP of its own at the time the merger agreement was signed, while another 50 million tokens are coming from the Larsen Lam Children's Remainder Trust, according to that reporting. Evernorth's balance sheet already shows about 347 million XRP before the token contributions expected when the deal closes, based on BitcoinTreasuries data cited by The Block and CoinCentral.
CryptoPotato also reported that $214 million of the private placement funds went toward purchasing 84.4 million XRP in late 2025 at an average price of $2.54 per token, with an additional $30 million raised through convertible notes sold in September, CryptoRank reported.
Impairments highlight treasury model risk
According to CryptoPotato's account of the proxy statement's financial statements, Evernorth values 346.3 million of its XRP at a cost basis of $846.6 million, with a June 30 book value of $348.8 million after large write-downs. Under Evernorth's accounting approach, XRP is recorded at cost and then marked down to the lowest intraday price reached since each lot was acquired, with no upward revision if the token's price later recovers.
The gap between the $2.54 average purchase price reported by CryptoPotato and XRP's current level near $1.50 underscores how exposed such treasury models are to drawdowns, CryptoRank reported, adding that the impairment figures in Evernorth's own statements make that exposure concrete rather than theoretical.
An active Evernorth XRP treasury strategy
Evernorth says its goal is to increase the amount of XRP backing each share over time, using yield strategies, participation in the XRP ecosystem and capital markets activities. Rather than treating its holdings as a passive balance-sheet item, it plans to deploy them actively across the XRP Ledger ecosystem, AD HOC NEWS reported.
"Going public will offer investors a regulated, transparent way to own XRP exposure and participate in the growth of the blockchain economy," said Asheesh Birla, founder and CEO of Evernorth. Birla added, "We're grateful to our shareholders for their support as we complete this important transaction."
Buyers of the stock will own shares in Evernorth rather than the token itself, so their returns will hinge on the company's capital structure and execution as well as on XRP's price, Dealroom noted. The vehicle joins spot XRP ETFs as a regulated route to XRP exposure, The Block reported; U.S. spot XRP ETFs took in $121.4 million in net inflows during September, and those funds held $1.69 billion in net assets as of September 29, according to AD HOC NEWS.
What comes next for the XRPN listing
The deal still has to meet or obtain waivers for its remaining closing conditions, and the start of trading hinges on Nasdaq granting listing approval. Evernorth said all funders remain committed to the expected closing, with 100% of advanced and delayed funders participating.
XRP traded around $1.50 at publication time, giving it a market capitalization above $93 billion, after finishing the third quarter more than 40% higher. The clearest read on how investors view the pure-play XRP treasury model will come from how the shares are priced at debut against the treasury's implied value of about $710 million, CryptoRank reported.
Conclusion
Armada II shareholders approved the Evernorth business combination on September 30, 2026, by a wide margin, setting up an expected October 7 close and a Nasdaq debut under the ticker XRPN on October 8. The combined company expects to hold roughly 473 million XRP, valued near $710 million, alongside about $300 million in gross cash proceeds from a fundraising topping $1 billion. The next concrete step is satisfying or waiving the remaining closing conditions and securing Nasdaq listing approval; the transaction has not yet closed, so the listing timetable remains conditional.
Frequently Asked Questions
When will Evernorth start trading on Nasdaq under the ticker XRPN?
Evernorth expects its Class A shares to start changing hands on Nasdaq under the symbol "XRPN" on October 8, 2026, one day after the business combination with Armada II is expected to close on October 7. The timetable remains subject to the satisfaction or waiver of remaining closing conditions and Nasdaq listing approval.
How much XRP will Evernorth hold at closing?
Evernorth expects its holdings to reach approximately 473 million XRP when the deal closes, a level it says would establish it as the biggest publicly traded company focused purely on an XRP treasury. At recent prices near $1.50 per token, that position is valued at roughly $710 million. Ahead of in-kind contributions expected at closing, the company currently holds about 347 million XRP.
How much cash is the Evernorth and Armada II deal expected to raise?
Gross cash proceeds are projected at about $300 million: private placements account for roughly $225 million, convertible notes for another $30 million, and Armada II's trust account contributes approximately $48 million. Evernorth said total proceeds from the deal and accompanying private placements exceed $1 billion, including XRP contributed in kind.
Who are Evernorth's investors in the $1 billion XRP treasury deal?
Evernorth's investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, among others. Some backers contributed XRP directly: RippleWorks supplied 211.3 million tokens through the SPAC's sponsor, Ripple contributed 126.8 million XRP when the merger agreement was signed, and 50 million came from the Larsen Lam Children's Remainder Trust.
How did Armada II shareholders vote on the Evernorth merger?
Shareholders approved the business combination at an extraordinary general meeting on September 30, 2026, with roughly 20.5 million votes cast in favor against 1.4 million opposed, AD HOC NEWS reported. The companies announced the result on October 1, 2026, clearing the last major hurdle before the expected October 7 close.
Sources
- Shareholders Approve Evernorth Business Combination; Transaction and Related Private Placements Have Raised Over $1 Billion; Nasdaq Trading Under "XRPN" Expected to Begin on October 8
- Evernorth Wins Shareholder Vote for Nasdaq Debut With 473M XRP
- Crypto Week Ahead: TOKEN2049, FOMC Mins, Evernorth XRP Nasdaq Debut, Ethereum’s Glamsterdam
- Evernorth Clears Final Hurdle for Nasdaq Debut as XRP Ledger Extends Its Reach Into Brazil
- Ripple (XRP) Price Gains as Evernorth Shareholders Approve Nasdaq Merger Deal
- Evernorth’s Nasdaq Debut Puts a $2 XRP Target in Play — but Only if Demand Holds
- Evernorth merger vote clears hurdle before planned Nasdaq XRP debut
- Evernorth Wins Vote for $1B+ XRP Treasury Deal With 473M XRP Nasdaq Debut Nearing
- XRP Treasury Firm Evernorth Clears Shareholder Vote Ahead Of Oct 8 Nasdaq Debut
- Evernorth shareholders approve $1 billion XRP treasury deal, clearing path to Nasdaq debut
- Evernorth clears vote for $1B XRP treasury merger, Nasdaq debut set for October 8








