Evernorth Secures Shareholder Approval for Nasdaq Listing with 473 Million XRP Treasury
Evernorth’s merger with Armada Acquisition Corp. II received shareholder approval on Wednesday, paving the way for its substantial 473 million XRP treasury to be listed on Nasdaq.
The vote saw approximately 20.5 million shares in favor and 1.4 million against, according to a filing by Armada II on Thursday. This development follows the SEC declaring Evernorth’s registration statement effective on August 27.
Evernorth anticipates the deal will officially close on October 7. The company’s shares are expected to commence trading the following day under the ticker XRPN, which is already utilized by the special purpose acquisition company (SPAC).
The firm announced that the merger and its associated private placements have collectively raised over $1 billion, a figure that aligns with its initial projections for the transaction made in October 2025. A portion of this total was contributed by investors in XRP, with the company’s announcement not specifying a dollar valuation for these holdings.
Evernorth’s statement indicates that approximately $300 million of the total funds raised is in gross cash. Private placements account for $225 million of this cash component. An additional $30 million is derived from convertible notes that the company agreed to sell in September.
Investors in advance funding provided $214 million of the capital raised through private placements, as detailed in the proxy statement. Evernorth utilized these funds in late 2025 to acquire 84.4 million XRP at an average price of $2.54 per token, which are now part of its existing holdings.
The SPAC’s trust is contributing an additional $48 million in cash. This trust held approximately $241.9 million as of the August 20 record date. Public shareholders had the option to redeem their shares from the trust at an estimated $10.52 per share until September 28. Neither Thursday’s announcement nor the vote filing specified the number of shareholders who exercised this option.
RippleWorks supplied the largest portion of Evernorth’s XRP holdings, amounting to 211.3 million tokens, through an investment in the SPAC’s sponsor, Arrington XRP Capital Fund. The sponsor is obligated to exchange these tokens for Evernorth shares upon closing. It has committed to voting these shares according to RippleWorks’ direction. Chris Larsen, co-founder and Executive Chairman of Ripple, is a co-founder of RippleWorks and serves on its board.
Ripple itself contributed 126.8 million XRP at the time the merger agreement was finalized. An additional 50 million XRP comes from the Larsen Lam Children’s Remainder Trust.
Evernorth Holdings’ financial statements, included in the proxy filing, report the cost of 346.3 million of its XRP at $846.6 million. By June 30, 2026, the company carried these tokens on its books at $348.8 million. It recorded impairment charges of $233.7 million in 2025 and $264.1 million in the first half of 2026.
Evernorth accounts for XRP at its cost basis and subsequently reduces its value to the lowest intraday price observed since each batch was acquired. This written-down value is not subsequently increased if the price of XRP recovers.
