Armada Shareholders Approve Evernorth Merger, Paving Way for XRPN on Nasdaq

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The long-awaited shareholder vote for Armada Acquisition Corp. II has finally happened, and the result sets the stage for a new kind of XRP exposure on Wall Street. Shareholders approved the merger with Evernorth, a company built around holding and managing XRP, according to a filing from the SPAC on Thursday. The vote passed with roughly 20.5 million shares in favor and 1.4 million against, clearing a major hurdle that had been hanging over the deal for weeks.

If all remaining conditions are met, the combined entity is expected to close on October 7 and begin trading on Nasdaq under the ticker XRPN the following day. That would put a corporate treasury holding at least 473 million XRP onto a major U.S. exchange, but the devil is in the details. Most of those tokens did not come from open-market purchases; they were contributed by insiders and early backers, which raises questions about who really benefits from the listing.

What the Armada-Evernorth Merger Actually Means

Armada Acquisition Corp. II is a special purpose acquisition company, or SPAC, which means it listed on the stock market with investor cash but no operating business of its own. The merger with Evernorth is the mechanism that would turn it into a publicly traded XRP treasury company. The SEC declared Evernorth’s Form S-4 registration statement effective on August 27, which allowed the transaction to move forward to the shareholder vote. It is worth noting that this regulatory step is not an endorsement of the deal, Evernorth, or XRP by the SEC.

Public shareholders of the SPAC had the option to redeem their shares for cash from the trust at an estimated $10.52 per share until September 28. The trust held about $241.9 million as of the August 20 record date. How many investors actually redeemed remains unclear, but the final cash available to the combined company will depend on those redemptions and other financing commitments.

Evernorth is not Ripple, despite the deep ties between the two. Ripple is an investor, along with SBI Group, Pantera Capital, Kraken, GSR, and Arrington Capital. The company’s founder and CEO, Asheesh Birla, spent more than a decade at Ripple leading its payments business. Calling XRPN a ‘Ripple stock’ would be misleading, because Evernorth is a separate corporate entity with its own strategy and risks.

Evernorth’s Active Treasury Strategy and XRP Per Share

Unlike a passive XRP exchange-traded fund, Evernorth plans to actively manage its holdings. The stated goal is to increase the amount of XRP represented by each share over time. That approach involves lending XRP, providing liquidity, and participating in the broader XRP ecosystem through capital-market activities. If successful, it could offer investors a different kind of exposure than simply buying and holding the token.

But active management cuts both ways. Lending exposes the treasury to the creditworthiness of borrowers, while liquidity provision can involve counterparty and technology risks. The company’s XRP-per-share metric is currently a strategy rather than a proven track record, so regular disclosures after the deal closes will be important for investors to watch. The shareholder vote itself does not change the XRP balances or wallets of individual investors.

In connection with the merger, Evernorth has disclosed employment agreements for several executives. Chief Legal Officer Jessica Jonas, Chief Business Officer Sagar Shah, and Chief Operating Officer Meg Nakamura are each eligible for annual bonuses equal to 50% of their base salaries, along with restricted stock units. CEO Asheesh Birla’s initial equity award was valued at approximately $44 million, with vesting tied to continued employment and the completion of the transaction.

Financing, Insider Contributions, and the Financial Picture

The deal and associated private placements have raised more than $1 billion in gross proceeds, according to Evernorth. About $300 million of that total is in gross cash. Private placements account for $225 million, and a $30 million convertible note agreement signed in September adds another $30 million. The convertible notes carry 4% annual interest, mature in 2031, and are structured as payment-in-kind, meaning interest is added to the principal rather than paid in cash. The financing is conditioned on the business combination closing.

A significant portion of the XRP treasury came from insider contributions rather than open-market purchases. RippleWorks, through its investment in the SPAC’s sponsor Arrington XRP Capital Fund, supplied 211.3 million XRP. Ripple itself contributed 126.8 million XRP, and the Larsen Lam Children’s Remainder Trust added 50 million XRP. Only about 84.4 million XRP were bought on the open market, at an average price of roughly $2.54 per token in late 2025, for a total of $214 million. At current prices near $1.51, those tokens are worth far less, representing a paper loss of around 40%.

The financial statements included in the proxy materials show that Evernorth carried 346.3 million of its XRP at a cost of $846.6 million. By June 30, 2026, the company had written that down to $348.8 million. Impairment charges reached $233.7 million in 2025 and $264.1 million in the first half of 2026. Evernorth books XRP at cost and writes it down to the lowest intraday price seen since acquisition, without adjusting the value upward if the price later recovers.

Market Context: XRP Price, Escrow, ETFs, and Risks

XRP traded around $1.51 on September 30, recovering after dipping below $1.47 earlier in the session. The token has been oscillating around the $1.50 mark for days, with a September range roughly between $1.2833 and $1.5713. It remains about 59% below its all-time high of $3.65 reached in July 2025. Meanwhile, Ripple’s monthly escrow release is scheduled for October 1, when up to 1 billion XRP could be unlocked. Historically, most of that amount is re-locked into new contracts, but the sheer size of the release—about $1.51 billion at current prices—means it could still influence short-term liquidity.

U.S. spot XRP ETFs have accumulated between 1.16 billion and 1.18 billion tokens, with cumulative inflows of around $1.79 billion. That represents a little over 1% of the fixed 100 billion supply. For investors in Germany, these U.S. products are generally not directly accessible through standard brokerage accounts, and the tax treatment differs significantly from holding the token directly. Under German law, XRP held as a private asset falls under Section 23, with a one-year holding period for tax-free gains and a €1,000 exemption threshold. A stock like XRPN would fall under Section 20, subject to a 25% withholding tax plus solidarity surcharge.

There are also risks specific to Evernorth’s strategy. If the company lends out its XRP, borrowers might sell those tokens into the market, which would undermine the idea that a corporate treasury reduces available supply. Ripple’s escrow mechanism continues to release new XRP on a regular schedule, adding another layer of supply. Any significant positive impact on XRP’s price may therefore be limited unless Evernorth uses new share sales to buy more tokens on the open market, rather than simply recycling insider contributions.

All told, the Armada-Evernorth merger has cleared its biggest obstacle, and XRPN is set to become a Nasdaq-listed vehicle with a massive XRP treasury. But the listing itself does not create new demand for XRP out of thin air. Most of the tokens were contributed by insiders, and the company’s active management strategy introduces risks that a simple ETF does not have. The next few weeks will be telling, especially the October 1 escrow release and Evernorth’s first disclosures as a public company. Those events will show whether XRPN can actually move the needle for XRP holders or if it mostly rewards the early backers who assembled the treasury.