Evernorth, the Ripple-backed company set up to hold XRP on a public balance sheet, is one shareholder vote away from listing on Nasdaq. Armada Acquisition Corp. II shareholders vote on the merger September 30. If they approve, the combined company trades under the ticker XRPN, with closing expected in late September or October.
How the deal got here
The Securities and Exchange Commission declared the Form S-4 registration statement effective on August 27, clearing the last regulatory hurdle before the vote. Armada is a shell company that raised money from investors to buy a private business and take it public without a traditional listing. Evernorth’s investors include Ripple, Japan’s SBI Group, Pantera Capital, Kraken, GSR, and Arrington Capital. SBI committed 200 million dollars, while Ripple and Arrington contributed 126.8 million and 211.3 million XRP respectively. Total capital commitments exceed 1 billion dollars.
Asheesh Birla, Evernorth’s founder and chief executive, ran Ripple’s payments business for over a decade before leaving to start the company. In the August press release announcing the effective registration, he said the firm set out to build an actively managed XRP treasury with the transparency and governance public markets demand.
An active treasury, not a static one
Most digital asset treasury companies copy the model Strategy established with bitcoin: buy the token, hold it, and let the balance sheet do the talking. Evernorth says it will not simply sit on its stack. The company plans to put capital into XRP infrastructure and manage the holdings to increase the amount of XRP backing each share over time. The announcement does not spell out exactly how, and analysts have pressed for detail on the yield strategies.
The structure carries a known risk. Treasury companies trade at a premium or discount to the value of the tokens they hold, and when a company trades below net asset value it loses the ability to raise money by issuing shares at attractive prices. Several bitcoin treasury firms have spent recent months in exactly that position.
Impairment already on the books
Price swings have already left a mark. XRP fell from 2.36 dollars to around 1 dollar earlier in the year, forcing Evernorth to record a 233.7 million dollar impairment loss on its reserves. The deal structure was updated in response so that the total number of shares issued at closing depends on XRP’s volume-weighted average price when the merger completes, a mechanism designed to protect new investors from buying into a stack bought at higher prices.
XRP traded near 1.62 dollars on Wednesday, up 6% in 24 hours, after a strong week for the token. Spot XRP ETF inflows have topped 1.5 billion dollars cumulatively, and the Evernorth vote lands a week before a separate September 30 deadline for other XRP treasury vehicles to complete their own fundraising milestones.
Why the vote matters beyond XRP
The listing is a test case for the second generation of digital asset treasury companies. The first generation rode the 2025 premium-to-NAV wave and then watched the premium collapse. Evernorth’s answer is active management: deploy the treasury into lending, market making, and infrastructure deals that generate more XRP per share rather than waiting for the token to appreciate.
“We set out to build an actively managed XRP treasury with the transparency and governance public markets demand. With the registration statement now effective, we are one step closer to delivering on our vision,” Birla said in the August announcement.
If the model works, expect a wave of copycats across other tokens. If the shares trade below the value of the reserves within months of listing, the treasury company craze will have another cautionary tale. The vote on September 30 settles only the corporate mechanics. The real verdict comes from the market once XRPN starts trading.
Approval looks likely given the sponsor structure, but the closing window matters. The company expects to complete the combination in late Q3 or early Q4, and the share-count mechanism tied to XRP’s price means the final economics shift with the token’s move between now and closing day.
The regulatory backdrop
The listing arrives at a friendlier moment for XRP than the one Evernorth weathered earlier this year. The SEC innovation exemption that cleared onchain trading of tokenized US stocks has lifted sentiment across tokenization-linked assets, and the House Financial Services Committee vote on the American Reserve Modernization Act has put digital asset legislation back in play on Capitol Hill. None of it touches Evernorth directly, but treasury companies live and die on sentiment, and the tone has shifted.
Armada Acquisition Corp. II raised its trust in an initial public offering and has sat dormant since, a standard special purpose acquisition vehicle waiting for a target. Shareholders of record as of August 20 receive the definitive proxy statement by mail. A rejection would send Evernorth back to the private market, and the S-4 would lapse, though the company could refile with a new vehicle.
Evernorth intends to deploy capital across the XRP economy through strategies designed to grow XRP per share over time, according to the company filing. The most cited candidates are XRP lending markets, liquidity provision on the XRP Ledger decentralized exchange, and stakes in infrastructure projects building on the ledger. Each carries counterparty and smart contract risk that a passive hold does not, which is the core trade-off the company is asking public shareholders to accept.