Evernorth Wins Shareholder Vote for Nasdaq Debut With 473M XRP

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Evernorth Wins Shareholder Vote for Nasdaq Debut With 473M XRP

Evernorth’s plan to list on Nasdaq took its final major step this week, as shareholders of blank-check company Armada Acquisition Corp. II approved their proposed business combination, Cointelegraph reported. The vote clears the last hurdle before the deal’s expected close on October 7, with shares set to begin trading the following day under the ticker XRPN, subject to remaining closing conditions.

Key facts

• Evernorth expects to hold about 473 million XRP at closing, which it says would make it the largest publicly traded pure-play XRP treasury company.
• The SPAC merger is expected to close on October 7, with Nasdaq trading under the ticker XRPN beginning the next day, subject to remaining closing conditions.
• The transaction is expected to raise about $300 million in gross cash proceeds, including $225 million from related private placements, $30 million in convertible note financing and roughly $48 million from Armada II’s trust.
• XRP was trading at about $1.50 at the time of publication, per CoinGecko data cited by Cointelegraph, putting the 473 million-token treasury at roughly $710 million.
• Evernorth’s investors include Ripple, Kraken, Pantera Capital, SBI Group, Arrington Capital and GSR.

How the approval fits into Evernorth’s broader process

The shareholder vote marks the conclusion of a regulatory and corporate process that began earlier this year. Evernorth filed its Form S-4 registration statement with the US Securities and Exchange Commission in March, and the registration statement was declared effective in August. With shareholder approval secured, only remaining closing conditions stand between the deal and its completion.

CryptoPotato adds detail that Cointelegraph’s coverage does not include: the vote passed with roughly 20.5 million shares in favor and 1.4 million against, according to Armada II’s filing. CryptoPotato also reports the SEC declared the registration statement effective five weeks before the vote, on August 27. Cointelegraph’s version of the same milestone says the registration statement was declared effective in August, without giving a specific date.

Where the two reports overlap, they agree on the core numbers: the 473 million XRP figure, the roughly $710 million implied value at $1.50 per token, and the expected October 7 close. Differences show up at the margin — for instance, Cointelegraph characterizes the $225 million as “related” private placements, while CryptoPotato details that $214 million of that private placement money was used in late 2025 to buy 84.4 million XRP at an average of $2.54 per token, and that a further $30 million comes from convertible notes sold in September.

CryptoPotato’s reporting also identifies the sources of Evernorth’s XRP holdings. RippleWorks supplied the largest block, 211.3 million tokens, by investing them in the SPAC’s sponsor, Arrington XRP Capital Fund. At closing, that sponsor must exchange those tokens for Evernorth shares, and it has agreed to vote the shares as RippleWorks directs. Ripple co-founder and Executive Chairman Chris Larsen co-founded RippleWorks and sits on its board. Ripple itself contributed 126.8 million XRP when the merger agreement was signed, and a further 50 million comes from the Larsen Lam Children’s Remainder Trust. CryptoPotato also notes that the trust held about $241.9 million on the August 20 record date, and that public shareholders could redeem their shares at an estimated $10.52 each until September 28 — though neither Thursday’s release nor the vote filing disclosed how many did.

The financial statements included in the proxy statement, as reported by CryptoPotato, show that Evernorth carries 346.3 million of its XRP at a cost of $846.6 million. By June 30, 2026, those tokens were carried at $348.8 million, reflecting impairment charges of $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 it acquired each lot; the written-down value is not adjusted upward when the price recovers.

Evernorth plans to grow its XRP holdings per share through yield strategies, participation in the XRP ecosystem and capital markets activities, according to Cointelegraph.

Why it matters

A Nasdaq-listed XRP treasury company changes the access picture for investors who want crypto exposure inside a traditional brokerage account, without holding the token directly. Evernorth’s listing would also give the XRP ecosystem a large public-company balance sheet at a moment when crypto treasury vehicles are under scrutiny — a dynamic evident in the setbacks other firms faced in 2026. CryptoPotato’s reporting that Evernorth’s XRP lot was purchased at an average of $2.54 per token, while XRP trades around $1.50, underscores how exposed those treasury models are to drawdowns. The impairment figures in Evernorth’s own financial statements make that exposure concrete rather than theoretical.

What to watch

The deal’s expected close on October 7 and the first day of trading as XRPN the next day are the next concrete checkpoints. Whether the remaining closing conditions are satisfied, and how the market prices the shares at debut relative to the roughly $710 million implied treasury value, will be the clearest signal of how investors are reading the pure-play XRP treasury model.

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