Shareholders of Armada Acquisition Corp. II are scheduled to vote on September 30 on a proposed business combination with Evernorth that would establish a Nasdaq-listed company focused on an actively managed XRP treasury. The combined entity is expected to trade under the ticker XRPN if the deal receives approval and satisfies remaining closing conditions.

The transaction centers on a planned XRP holding of at least 473,276,430 tokens at closing. This position ranks among the largest publicly disclosed corporate XRP balances. Components include 126,791,458 XRP contributed by Ripple and 84,365,876.3625 XRP acquired with $214 million in cash proceeds. Additional amounts come from sponsor-related contributions and other transaction parties.

Structure of the Proposed Merger

Armada Acquisition Corp. II is a special purpose acquisition company. The merger agreement, as amended, involves Armada, Evernorth Holdings as the proposed public company, merger subsidiaries, Pathfinder Digital Assets and Ripple Labs. The U.S. Securities and Exchange Commission declared the related Form S-4 registration statement effective on August 27, clearing the path for the shareholder meeting.

The vote is set for noon Eastern Time. Shareholders of record as of August 20 are eligible to participate. A separate redemption deadline for Armada public shares passed on September 28. Redemptions are independent of the merger vote and can reduce the cash transferred from the SPAC trust into the combined company without affecting the XRP already committed or held.

Gross proceeds from the transaction are projected to exceed $1 billion. Commitments include $200 million from SBI along with investments from Ripple, Rippleworks, Pantera Capital, Kraken and GSR. The company anticipates closing in late third quarter or early fourth quarter of 2026, subject to approval and other conditions.

Active Management Strategy for the XRP Holdings

Evernorth intends to treat its XRP position as more than a static balance-sheet asset. The company plans to deploy capital across XRP-related infrastructure, institutional lending, liquidity provision, yield strategies and other activities within the XRP ecosystem. A stated objective is to increase the amount of XRP attributable to each share over time.

This approach differs from passive corporate crypto treasury models that primarily accumulate and hold tokens. While those strategies have used equity and debt markets to build large positions in other digital assets, Evernorth’s framework emphasizes ongoing economic participation in the XRP network. Performance metrics will include growth in XRP exposure per share rather than solely the absolute size of the treasury.

Shares of digital-asset treasury companies can trade at premiums or discounts to the net value of their holdings. Persistent discounts can limit the attractiveness of issuing new equity to acquire additional tokens. Evernorth has adjusted its transaction structure to align shareholder economics more closely with the value of its XRP treasury ahead of any listing.

Additional Financing and Capital Considerations

Evernorth has secured a conditional $30 million financing in the form of convertible senior payment-in-kind notes. The notes carry a 4 percent rate, mature in 2031 and become available only if the business combination closes. Proceeds may support general corporate purposes, including potential further XRP acquisitions and ecosystem activities.

Payment-in-kind interest allows accrual into the note balance rather than immediate cash payment. The financing introduces a senior claim and possible future dilution upon conversion, depending on the specific terms and share price at the time. It remains separate from the primary treasury funding and does not alter the projected XRP balance at the initial closing.

Cash available to the combined company will also depend on the final level of SPAC share redemptions. Higher redemptions reduce trust cash without removing the contributed or purchased XRP. The resulting capitalization table, including sponsor, PIPE and contributor equity, will determine the ultimate exposure attached to each public share.

Implications of a Successful Listing

If shareholders approve the merger and the remaining conditions are met, the combined company would provide public-market investors with equity exposure to a substantial XRP treasury under active management. The listing would not create a direct claim on a fixed quantity of XRP for each share. Instead, investors would hold an interest in a corporate entity whose assets, liabilities, operating results and capital structure determine share value.

The distinction between ownership of coins and ownership of equity remains central. Market value of the XRP holdings can fluctuate independently of corporate actions, while expenses, financing costs and any commercial activities will affect the gap between net asset value and trading price. Regular disclosures of treasury activity, lending positions, liquidity deployments and XRP-per-share figures would become key data points for assessing progress against the stated strategy.

The September 30 vote represents a procedural milestone rather than the completion of the transaction. Final confirmation of the XRP balance, cash position and share count will occur only upon closing and subsequent regulatory clearances for the Nasdaq listing under XRPN.