Shareholders of Armada Acquisition Corp. II approved the merger with Evernorth Holdings at a Tuesday meeting, according to early reports, clearing one of the final steps before the Ripple-backed XRP treasury company lists on Nasdaq under the ticker XRPN.
The special meeting opened at 12:00 p.m. Eastern and was held virtually. Shareholders of record as of August 20 were eligible to vote on the business combination, which pairs the Nasdaq-listed special purpose acquisition company with Evernorth, a digital asset treasury built around XRP holdings and investments across the XRP economy. Approval sets up a closing that both companies have said they expect in the current quarter, after the deal was first signed in October 2025 and amended along the way.
What the treasury would hold
The definitive proxy statement projects at least 473,276,430 XRP at closing under its stated assumptions. The figure is assembled from several sources rather than a single purchase. Ripple itself is set to contribute 126,791,458 tokens. Another 84,365,876 XRP were bought with $214 million of subscription proceeds at an average price of about $2.5366 per token, according to the proxy.
The rest comes from sponsor-linked holdings and related-party contributions. The proxy lists 211,319,096 XRP associated with the sponsor, a 50 million XRP related-party contribution, a 600,000 XRP advance and a 200,000 XRP delayed contribution. The company stresses that final balances depend on closing adjustments, and that the projected total is planned inventory, not coins that must be bought on exchanges after the vote.
| Component | XRP |
|---|---|
| Sponsor-linked holdings | 211,319,096 |
| Ripple contribution | 126,791,458 |
| Related-party contribution | 50,000,000 |
| Subscription-funded purchases ($214M) | 84,365,876 |
| Advance and delayed contribution | 800,000 |
| Projected total at closing | 473,276,430 |
Evernorth also lined up financing ahead of the vote. On September 11 it agreed to issue $30 million of 4% convertible senior payment-in-kind notes due 2031 to an investment trust represented by NH Investment & Securities. The notes are issued only if the business combination closes, and the proceeds may go toward XRP purchases and other XRP ecosystem uses. Payment-in-kind means interest accrues into the principal rather than being paid in cash, which preserves liquidity but grows the debt load.
Approval is not closing
A yes vote authorizes the deal but does not complete it. The transaction remains subject to customary closing conditions and Nasdaq listing requirements. The Securities and Exchange Commission declared Evernorth’s Form S-4 registration statement effective on August 27, which allowed the vote to proceed, but the agency did not endorse the investment merits of the deal or of XRP itself.
Redemption mechanics also shape the outcome. Shareholders who wanted their trust cash back had to file redemption requests by September 28, two business days before the vote. Redemptions are separate from voting, so a shareholder could vote for the deal and still redeem. The number of redeemed shares determines how much cash moves from Armada’s trust into the combined company, and final figures will only appear in post-closing filings.
Ownership mechanics differ from holding the coin directly. An XRPN shareholder would own equity in a company that holds XRP and runs operating strategies, not a claim redeemable for a fixed number of tokens. The share price can trade above or below the per-share value of the treasury, depending on fees, debt, governance and how the market prices the operating plan. Equity issuance, convertible notes and expenses all widen or narrow that gap over time.
The pitch and the investors
Asheesh Birla, Evernorth’s founder and chief executive, described the company in August as an actively managed XRP treasury with the transparency and governance public markets demand. Its investor list includes Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR. The company says it plans to grow XRP per share over time through yield strategies, ecosystem participation and capital markets activity, an approach closer to an operating company than to a passive holding vehicle.
That matters for how the stock trades. A treasury that lends, stakes or deploys its coins earns yield but takes on counterparty and smart contract risk. A passive vault does neither. Evernorth’s filings describe yield strategies and ecosystem participation as core to the plan, so investors are underwriting both the coin and the management team behind it. The company has not yet disclosed the full set of counterparties it intends to use for those strategies.
Market reaction
XRP traded below $1.47 early on Tuesday, then rebounded past $1.50 as reports of the approval circulated. The token is set to finish the third quarter more than 40% higher, one of the stronger large-cap performers since July, though it remains far below the levels implied by the treasury’s average purchase price of $2.54 on its subscription-funded block. That gap matters because the notes, the sponsor shares and the earnout economics were all priced when the coin was worth more.
The listing would add a dedicated XRP vehicle to a growing field of crypto treasury companies that went public during the past two years, most of them built around bitcoin or ether. Solana and XRP treasuries arrived later in the cycle, and several have traded at discounts to their coin holdings after debut. Evernorth’s task will be showing that active management earns its fees rather than just tracking the coin with extra costs.
Investors watching the deal should separate three events: the vote, the closing and the listing. A current report from the company should confirm which proposals passed and how many votes were cast. Later filings will show the cash left after redemptions, the shares issued to each constituency, any funded note proceeds and the final XRP balance on the balance sheet. Only those numbers allow a real per-share comparison against the coin’s market price, and only then can anyone judge whether the deal created or destroyed value for the shareholders who stayed in.