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Evernorth clears SPAC vote, targets Oct. 8 Nasdaq debut with 473M XRP

Evernorth cleared its shareholder vote to merge with Armada Acquisition Corp. II, paving the way for an Oct. 8 Nasdaq debut under ticker XRPN with a 473M XRP treasury worth roughly $710M and $300M in expected proceeds.

Evernorth clears shareholder vote ahead of Nasdaq debut with 473M XRP treasury
WitnessEvernorth clears shareholder vote ahead of Nasdaq debut with 473M XRP treasuryAI-generated

Outputs

  1. Shareholders of Armada Acquisition Corp. II approved the Evernorth business combination on Thursday

  2. Evernorth expects to hold about 473 million XRP at closing, valued at roughly $710 million at ~$1.50 per token

  3. The transaction is projected to raise approximately $300 million in gross cash proceeds, including $225 million in private placements and $30 million in convertible notes

  4. Combined company is expected to begin trading on Nasdaq under the ticker XRPN on Oct. 8, following an Oct. 7 close

  5. Disclosed investors include Ripple, Kraken, Pantera Capital, SBI Group, Arrington Capital and GSR

Evernorth cleared its final shareholder vote on Thursday for a SPAC merger with Armada Acquisition Corp. II, setting the combined company on track to begin trading on Nasdaq under the ticker XRPN on Oct. 8 after an expected Oct. 7 close, according to the company's announcement.

At closing, Evernorth expects to hold approximately 473 million XRP, a position it says would make it the largest publicly traded pure-play XRP treasury company. XRP was trading near $1.50 at publication, putting the expected stack at roughly $710 million in market value.

The transaction is projected to raise about $300 million in gross cash proceeds. The composition includes $225 million from related private placements, $30 million in convertible note financing, and approximately $48 million held in Armada II's trust. Investors have also contributed XRP directly to the deal.

Who is backing Evernorth?

Evernorth's investor list spans crypto-native venture firms, exchanges and strategic capital allocators. Ripple, Kraken, Pantera Capital, SBI Group, Arrington Capital and GSR are among the disclosed participants. The company stated it plans to grow XRP holdings per share through yield strategies, participation in the XRP ecosystem and capital markets activities.

The shareholder vote follows a months-long SEC review. Evernorth filed its Form S-4 registration statement in March, and the filing was declared effective in August, leaving shareholder approval as one of the final gating items before listing.

How does this fit the broader crypto SPAC landscape?

Evernorth's path differs from several recent crypto SPAC outcomes. Tokenization firm Securitize completed its merger with Cantor Equity Partners II and began NYSE trading in July. CoinShares closed a $1.2 billion merger with Vine Hill Capital Investment Corp. in April, reaching Nasdaq through a different structure.

Treasury-focused vehicles have run into more friction. Ether Machine terminated its planned merger with Dynamix in April, citing unfavorable market conditions and abandoning a $1.5 billion yield-bearing Ether fund. In July, Adam Back's Bitcoin Standard Treasury Company and Cantor Equity Partners I scrapped their original terms and postponed a shareholder vote indefinitely while renegotiating to "better reflect market conditions."

Evernorth's structure is distinct from those yield-bearing products. Its model centers on accumulating XRP and expanding per-share holdings, rather than distributing yield through a structured fund wrapper.

What are the operational and market-structure implications?

A public XRP treasury vehicle introduces a new wrapper for institutional exposure outside spot ETF channels. Unlike the spot XRP ETFs that began trading in the U.S. in 2024, Evernorth offers direct equity participation in a balance-sheet holder. The structure brings corporate governance, periodic disclosure obligations and a convertible-note financing path — variables absent from ETF wrappers.

The $30 million convertible note component signals optionality for future capital raises. Evernorth retains room to expand its balance sheet through debt-like instruments, a path that could alter share-dilution dynamics as XRP-per-share becomes a disclosed key performance indicator.

Remaining closing conditions must be satisfied before the Oct. 7 effective date. Once XRPN prints on Nasdaq, the company will face its first quarterly test of per-share XRP growth — a metric Evernorth has positioned as its core value proposition to public-market holders.

via nasdaq.com (Original)

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Correspondent covering industry trends and analytics at Mempool Brief.

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