Evernorth, the Ripple-backed XRP treasury firm, has lined up $30 million in convertible notes from NH Investment & Securities ahead of its September 30 shareholder vote on the merger that would list it on Nasdaq. The funding arrives days before Armada Acquisition Corp. II shareholders decide whether to approve the combination, which would trade under the ticker XRPN.
The company’s XRP treasury has grown past 473 million tokens, including 84.4 million XRP acquired for roughly $214 million. The convertible note facility from NH Investment & Securities, a South Korean brokerage, adds a fresh capital channel as Evernorth prepares for public markets.
How the deal works
Evernorth is merging with Armada Acquisition Corp. II, a special purpose acquisition company, in a deal cleared by the SEC when its Form S-4 registration statement was declared effective on August 27. Shareholders of record as of August 20 vote on September 30. If approved, the combined company expects to close the deal in late September or October and list on Nasdaq.
The vote is the last major milestone before listing. Evernorth founder and CEO Asheesh Birla ran Ripple’s payments business for more than a decade before starting the treasury firm, and Ripple itself is an investor alongside Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR.
An active treasury, not a static one
Unlike first-generation crypto treasury companies that bought and held their token, Evernorth plans to manage its XRP actively. The company says it will allocate capital to XRP-based infrastructure and pursue strategies designed to grow the amount of XRP backing each share over time. The pitch to public-market investors is exposure to the XRP economy with the governance and transparency of a listed company.
That model has drawn scrutiny elsewhere in the market. Digital asset treasury companies routinely trade at a premium or discount to the value of their token reserves, and several bitcoin treasury firms have spent recent months trading below the value of their own holdings. When a treasury company trades at a discount, it loses the ability to raise cheap capital by issuing new shares, which undermines the accumulation strategy entirely.
XRP traded near $1.41 on Thursday, up more than 27% on the week, giving Evernorth a tailwind going into the vote. XRP ETF inflows have also stayed strong, with net inflows reported above $1.5 billion as US spot products continue to absorb supply.
Why the timing matters
The September 30 vote lands during a stretch when tokenization and on-chain finance have moved back to the center of US market policy. The NYSE signed an agreement with Blockchain.com to distribute tokenized US stocks, and the SEC has advanced rules around tokenized securities. A listed XRP treasury firm would give traditional investors a regulated vehicle tied to that buildout.
South Korean involvement adds another layer. NH Investment & Securities is one of Korea’s largest brokerages, and Korean retail demand for XRP has historically been among the highest in the world. A convertible note from a Korean institution signals that local financial firms see the Nasdaq listing as a distribution opportunity, not just a crypto bet.
The broader XRP market backdrop has improved sharply in recent weeks. Record inflows into US spot XRP ETFs, which now include products from Bitwise, Franklin Templeton and Canary, have absorbed a meaningful share of circulating supply. XRP’s daily payments volume on its ledger has also climbed, a metric Ripple cites as evidence of real usage rather than pure speculation. Evernorth’s pitch leans on exactly that data: if XRP infrastructure keeps growing, an actively managed treasury can compound holdings rather than simply ride price.
Comparison with the bitcoin treasury model is instructive. Strategy, the largest corporate bitcoin holder, built its model on issuing shares at a premium to net asset value and converting that premium into more bitcoin per share. Several smaller bitcoin treasury firms that listed later never earned a premium, and their accumulation engines stalled. Evernorth faces the same test from day one. Its answer is to generate yield and growth from XRP ecosystem participation, including deployment into infrastructure, rather than relying only on share issuance.
The merger also matters for Ripple’s broader strategy. Ripple has invested in multiple ventures that build on the XRP Ledger, and a public treasury vehicle gives the ecosystem a listed bellwether that institutional investors can buy without touching crypto exchanges directly. SBI Group, Japan’s largest financial investor in Ripple, is both an Evernorth investor and a partner in Ripple’s Asian ventures, tying the listing to a wider distribution network across two continents.
Corporate governance questions will also follow the company onto the public market. SPAC mergers have a mixed record on execution, and investors have grown skeptical of vehicles that promise active management without detailing the strategies. Evernorth’s filings describe deployment into XRP-based infrastructure but stop short of specifying which positions or how returns would be measured. Expect analysts to press for detail in the first earnings cycle after listing.
The convertible note structure itself is worth watching. Convertible notes give the holder the right to convert debt into equity, usually at a discount, which means NH Investment & Securities could end up with shares in the listed company if the deal closes. For Evernorth, the $30 million is working capital through the closing window rather than a large war chest, and the company will need bigger raises once it trades.
Risks remain. The treasury company model depends on the underlying token holding value, and XRP has spent years below its 2018 peak. If the merger closes and XRPN trades at a persistent discount to its reserves, the active management strategy becomes harder to fund. Shareholders will weigh that against the institutional backing and the current momentum in XRP markets when they vote next week.