Armada shareholders redeem shares ahead of Evernorth merger vote
Armada Acquisition Corp. II shareholders faced a 5 p.m. ET deadline on Monday, September 28 to request redemption of their shares ahead of a Wednesday, September 30 vote on the SPAC’s merger with XRP treasury company Evernorth Holdings. How many holders cash out will determine how much of the deal’s trust cash remains available for Evernorth to spend on XRP after closing.
- Armada’s trust held about $241.9 million as of Aug. 20, before any shareholder redemption decisions were made.
- Evernorth expects at least 473,276,430 XRP in its treasury at closing, combining prior purchases and agreed contributions.
- A separate $30 million convertible note financing, agreed Sept. 11, would fund only if the merger closes and is not earmarked for XRP.
- 473.3M XRP Evernorth expects in its treasury at closing
- $241.9M Armada’s trust balance as of Aug. 20, before redemptions
- $30M convertible note financing tied to the merger closing
- $1.54 XRP price used for CryptoSlate’s Sept. 27 purchasing-power estimates
Armada Acquisition Corp. II is a cash-holding special purpose acquisition company seeking shareholder approval to merge with Evernorth Holdings, a company built around holding and expanding an XRP treasury. According to reporting by CryptoSlate, Armada’s definitive proxy statement sets both the redemption deadline and the Sept. 30 vote but does not disclose how many shareholders intend to redeem. Every share redeemed removes cash from the trust that Evernorth could otherwise direct toward future XRP purchases once the deal closes.
Redemptions, not the vote, will decide leftover cash
A shareholder may elect redemption regardless of how that holder votes on the merger, under the proxy’s redemption procedures. The proxy sets an illustrative redemption value of about $10.52 per share, based on the Aug. 20 trust balance.
Armada’s June 30 quarterly report had listed $241.2 million in trust and 23 million shares subject to possible redemption, figures that predate the Aug. 20 balance and cannot stand in for a closing number either. A favorable Sept. 30 vote would still leave the transaction subject to standard closing conditions, and the trust may need to cover transaction expenses and other corporate costs before any cash reaches Evernorth’s XRP allocation decisions.
CryptoSlate’s own arithmetic illustrates the range. Spending the full $241.9 million trust balance at the $1.54 reference price CryptoSlate cited on its XRP page at 12:10 UTC Sept. 27 would buy roughly 157 million XRP; spending only the $30 million note proceeds at that same price would buy about 19.5 million XRP.
The 473.3 million XRP figure already includes past purchases
The headline treasury number is not new post-merger demand. Evernorth’s proxy figure of at least 473,276,430 XRP combines tokens already purchased with contributions agreed under the merger terms, including 126,791,458 XRP already contributed by Ripple Labs Inc. as part of the expected closing holdings.
In a November 2025 announcement filed with the SEC, Evernorth said it had bought an additional 84,365,876.3625 XRP at an average price of $2.53657058, using part of $214 million in advance-funded private-placement cash. At CryptoSlate’s Sept. 27 reference price of $1.54, that purchase price sits roughly 39% above the current spot price, underscoring that the treasury total reflects historical buying rather than fresh market demand tied to this week’s vote.
A separate August amendment changed the number of shares issuable to private-placement investors at closing, tying it to XRP’s then-current volume-weighted price rather than the $2.36 price used when the deal was signed. Evernorth said the adjustment could reduce the share count at prevailing prices, a change that affects ownership dilution but requires no additional XRP trade.
What the $30 million note can and cannot fund
Evernorth agreed on Sept. 11 to issue $30 million principal of 4% convertible senior payment-in-kind notes due 2031, with payment and issuance to occur concurrently with the merger closing. The company said it intends to use net proceeds for general corporate purposes, including XRP purchases and other activity in the XRP ecosystem, but transaction expenses would reduce net cash and the allocation to token buying remains discretionary.
Evernorth said it “may use the proceeds for purposes other than buying XRP.”
Evernorth Holdings, Form 8-K filed Sept. 17
A midpoint scenario shows the sensitivity. If half of the Aug. 20 trust balance were redeemed, roughly $121 million would remain before interest, expenses or other adjustments, equivalent to about 78.5 million XRP at the $1.54 reference price if every dollar were spent on tokens.
XRP’s CryptoSlate market page showed a price-based Market Signal of Bullish 68 out of 100 on Sept. 27, an indicator CryptoSlate describes as reflecting observed market conditions rather than a forecast or evidence traders are pricing in this deal.
The BlockWest read. For allocators watching corporate XRP treasuries as a demand signal, the number to track is not the 473.3 million token headline but the cash Evernorth actually deploys after closing costs and redemptions are settled. A SPAC merger that leaves Evernorth with a smaller, more constrained trust changes the balance-sheet math for any future token purchases, regardless of how the Sept. 30 vote turns out.
Armada’s redemption tally and a post-closing statement should show how much trust cash and note proceeds actually reached Evernorth, and later use-of-proceeds disclosures will establish whether any of that cash went toward new XRP purchases rather than transaction costs or other corporate needs.
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