Evernorth Merger Faces Sept. 30 Vote on Nasdaq Listing Under XRPN

Armada Acquisition Corp. II shareholders will vote Sept. 30 on a merger that could take Evernorth Holdings Inc. public on Nasdaq under the ticker XRPN, creating a company centered on an XRP treasury.

The virtual meeting is scheduled for Wednesday, Sept. 30, at noon ET (16:00 UTC). Shareholders can vote on the transaction or exercise redemption rights before the deal closes.

The proposed business combination involves Armada, Evernorth, Pathfinder Digital Assets LLC and Ripple Labs Inc. under an agreement dated Oct. 19, 2025. The Securities and Exchange Commission declared Evernorth’s Form S-4 registration statement effective Aug. 27, allowing the shareholder vote to proceed.

If the merger closes and Nasdaq’s listing requirements are satisfied, Evernorth is expected to launch with at least 473,276,430 XRP. The total includes 126,791,458 XRP contributed by Ripple and 84,365,876.3625 XRP purchased with $214 million in subscription proceeds.

The proxy materials also describe more than $1 billion in commitments from private-placement investors. The common shares are priced at $10 per share, while the final amount of capital and XRP held after closing could change because of redemptions, financing completion and other closing conditions.

Evernorth is being structured as a publicly traded XRP treasury vehicle. That would give investors equity-market exposure to the company’s XRP holdings rather than direct custody of the asset, with results also dependent on Evernorth’s balance sheet, strategy and stock performance.

Evernorth founder and CEO Asheesh Birla said, “Today marks an important milestone toward completing our proposed business combination.”

“We set out to build an actively managed XRP treasury with the transparency and governance public markets demand,” Birla said.

The company plans to manage its XRP treasury through yield strategies, ecosystem participation and capital-markets activities aimed at increasing XRP per share. Those initiatives are proposed plans, not completed results.

Evernorth also entered a Sept. 11 agreement for $30 million of 4% convertible senior PIK notes due 2031. The company said it would use the proceeds for general corporate purposes, including XRP acquisitions and other activities connected to the XRP ecosystem.

The expected closing window is late in the third quarter or early in the fourth quarter of 2026. Evernorth cannot list on Nasdaq unless shareholders approve the deal, the merger closes and the company meets the exchange’s requirements.