Shareholders of Armada Acquisition Corp. II, a Nasdaq-listed special purpose acquisition company, are scheduled to vote on September 30 on a merger with @evernorthxrp that could bring the first actively managed $XRP treasury company to public markets. If approved, the combined company would list on Nasdaq under the ticker XRPN at a virtual meeting set for noon ET on September 30.

How Evernorth Plans to Work

Evernorth describes itself as a digital asset treasury company that holds XRP and plans to allocate capital to XRP-based infrastructure, deploying treasury strategies designed to grow XRP per share over time. The model differs from a passive ETF. Unlike ETFs, Evernorth intends to actively grow its XRP per share through a mix of institutional and DeFi yield strategies, ecosystem participation, and capital markets activities.

If the merger closes and Nasdaq's listing requirements are satisfied, Evernorth is expected to launch with at least 473,276,430 XRP, including 126,791,458 XRP contributed by @Ripple and 84,365,876 XRP purchased with $214 million in subscription proceeds.

Backers and the Path to Closing

The company's investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR. The transaction is a major milestone for XRP's institutional footprint. The transaction is expected to raise over $1 billion in gross proceeds, including $200 million from SBI.

The SEC declared Evernorth's Form S-4 registration statement effective on August 27, allowing the shareholder vote to proceed. That clearance, however, is procedural. That step does not amount to an SEC endorsement of the merger, Evernorth, or XRP.

Approval would clear one of the transaction's final major hurdles, although customary closing and Nasdaq listing conditions would still need to be satisfied. Evernorth has also moved to shore up its finances ahead of the vote. Evernorth entered a September 11 agreement for $30 million of 4% convertible senior PIK notes due 2031, with proceeds earmarked for general corporate purposes, including XRP acquisitions and other activities connected to the XRP ecosystem.

The strategy carries risks: cryptocurrency treasury companies can trade below the value of their token reserves, limiting their ability to raise money through new shares. The expected closing window is late in the third quarter or early in the fourth quarter of 2026, and Evernorth cannot list on Nasdaq unless shareholders approve the deal, the merger closes, and the company meets the exchange's requirements.

Sources:
CoinDesk: Ripple-Backed Evernorth Nears Nasdaq Listing Ahead of Sept. 30 Vote
TokenPost: Evernorth Merger Faces Sept. 30 Vote on Nasdaq Listing Under XRPN
Crypto.news: Evernorth Sets Sept. 30 Vote for XRP Treasury Merger