Evernorth, the Ripple-backed XRP treasury company, goes before Armada Acquisition Corp. II shareholders on September 30 in a vote that would clear its merger and a planned Nasdaq listing under the ticker XRPN. The SEC declared the company’s Form S-4 registration statement effective on August 27, a procedural step that let the SPAC mail proxy materials and schedule the special meeting.
The vote is one of the last gates before the combined company lists. If shareholders approve and closing conditions are met, Evernorth expects the deal to close in late September or October. Nasdaq must still accept the listing as a separate condition, and Armada shareholders had until September 28 to redeem their shares before the vote.
A treasury bought at the top
Evernorth’s problem is the price it paid. The company deployed roughly $947 million in October 2025 to accumulate XRP ahead of closing and held about 473.1 million tokens as of November 4, 2025. The filing set a signing reference price of $2.36609 per token, but XRP traded near $1.34 to $1.41 in late August 2026. The position sits several hundred million dollars below cost.
The accounting already reflects it. Evernorth recorded a $233.7 million digital-asset impairment for 2025 tied to XRP price declines, and Decrypt put the mark-to-market gap near $446 million as of February 2026. The cash-purchased portion of the treasury, about 84.4 million XRP, went in at an implied average near $2.54 per token.
| Component | Amount |
|---|---|
| Ripple private placement | 126,791,458 XRP |
| Sponsor Series C subscription | 211,319,096 XRP |
| Related-party contributor | 50,000,000 XRP |
| Cash-purchased tranche | 84,365,876 XRP for about $214 million |
| Stated at-closing total | At least 473,276,430 XRP |
Repricing the shares, not the tokens
An amendment filed August 13 changed how the deal absorbs that gap. Subscription agreements were repriced off XRP’s volume-weighted average price at completion instead of the fixed signing price. A lower token price at closing shrinks the share count issued against the treasury, which partially offsets the damage rather than compounding it. Advance funders representing more than 95 percent of committed capital approved the revised terms.
The company’s stated goal is to grow XRP per share over time through lending, liquidity provisioning, DeFi yield, validator participation and RLUSD integration. That is a different model from the buy-and-hold approach Strategy popularized with bitcoin, and it is also a harder one to price.
“Today marks an important milestone toward completing our proposed business combination. We set out to build an actively managed XRP treasury with the transparency and governance public markets demand.” said Asheesh Birla, founder and CEO of Evernorth.
Who is behind it
Evernorth raised more than $1 billion in gross proceeds, the largest institutional XRP treasury raise announced to date. The investor list is XRP-native rather than generalist: Ripple, Rippleworks through Arrington XRP Capital, Pantera Capital, Kraken, GSR, SBI Group and Ripple co-founder Chris Larsen. Birla ran Ripple’s payments business for over a decade before founding the company.
Ripple contributed more than 126.7 million XRP in kind and Arrington roughly 211.3 million, together the majority of the holdings. Every $0.10 move in XRP shifts the treasury’s value by roughly $47 million at this size.
Why the corporate structure matters
Evernorth is a treasury company, not an ETF. The difference is practical, not cosmetic. A spot ETF tracks a fixed pool of tokens inside a regulated wrapper, and arbitrage keeps its market price close to net asset value. A treasury company is an equity claim on a managed pile of tokens, and it can trade well above or well below the value of what it holds.
That second case has teeth. Several bitcoin treasury companies have spent recent months below the value of their own reserves. When that happens, issuing new shares to buy more tokens dilutes existing holders instead of adding value, which removes the main growth mechanism these vehicles rely on. Evernorth’s filing acknowledges the risk directly: redemptions and price volatility are listed among the factors that could reduce the public float and the liquidity of the trading market.
The SPAC structure adds its own layer. Armada’s trust balance shrinks if public shareholders redeem before the vote, and redemptions reduce the cash the combined company has for anything beyond holding tokens. Management guided to a late Q3 or early Q4 close, which leaves little room between the September 30 vote and the year-end window they have been pointing at.
What could still go wrong
Four things can still stop XRPN from trading as an Evernorth-branded listing. The vote can fail or be adjourned. Redemptions can drain the trust Armada contributes at closing, which matters because heavy redemptions shrink the working capital available to add XRP after listing. Nasdaq must accept the listing. And even after closing, crypto treasury vehicles have historically traded at both premiums and persistent discounts to the value of their reserves.
The impairment is a sunk cost for anyone buying the combined equity after closing. What is not sunk is the share count issued against that treasury, and that is what the August 13 amendment was designed to manage. A lower XRP price at completion damages the treasury’s mark while shrinking the share count issued against it, so the two effects partly cancel.
The distinction investors keep getting wrong is simpler: XRPN trades on Nasdaq today as the empty SPAC, not as the Evernorth operating company. Armada changed its ticker from AACI to XRPN back in October 2025, so a quote for XRPN before closing reflects trust cash, not 473 million tokens. The September 30 vote, and a closing announcement after it, are what turn this from a registration story into a listing.
For traders watching the event, the defined catalyst window is the September 28 redemption deadline and the September 30 vote. For everyone else, the honest framing is that this is deal risk stacked on top of XRP price risk, not a cleaner way to hold XRP.