Armada shareholders approve Evernorth merger, clearing path for XRP Nasdaq listing

Armada Acquisition Corp. II shareholders approved the company’s merger with Evernorth Holdings at an extraordinary general meeting on Wednesday (September 30), clearing the last major hurdle before a 473 million XRP treasury begins trading on Nasdaq. The combined company expects to close the deal October 7, with shares opening under the ticker XRPN the following day, October 8.

• The vote passed with about 20.5 million shares in favor and 1.4 million against, according to Armada II’s filing
• Evernorth’s roughly 473 million XRP treasury would make it the largest publicly traded pure-play XRP treasury company
• The deal and related private placements have raised more than $1 billion, a target Evernorth first set in October 2025

• 473M XRP tokens Evernorth expects to hold at closing, its entire treasury
• $1B+ total raised through the deal and private placements since the October 2025 target
• $2.54 average price paid per XRP for 84.4 million tokens bought in late 2025
• $846.6M original cost of XRP holdings now carried at $348.8 million on the books

Armada II, a Nasdaq-listed special purpose acquisition company sponsored by Arrington XRP Capital Fund, has spent months lining up the merger that will convert Evernorth into a publicly traded vehicle for XRP exposure. The U.S. Securities and Exchange Commission declared Evernorth’s registration statement effective on August 27, five weeks before Wednesday’s vote. According to a company press release, the business combination is expected to raise approximately $300 million in gross cash proceeds before transaction expenses.

That cash breaks down into $225 million from private placements, $30 million from convertible notes sold in September, and about $48 million from the SPAC’s trust account. Investors also contributed XRP directly, a portion the release does not translate into a dollar value.

Vote tally shows 20.5 million shares in favor, just 1.4 million opposed

The shareholder count, reported in CryptoPotato’s review of Armada II’s filing, shows overwhelming support relative to the opposition, roughly a 15-to-1 margin. The trust held about $241.9 million on the August 20 record date, and public shareholders had the option to redeem at an estimated $10.52 per share through September 28. Neither Armada II’s filing nor Wednesday’s press release discloses how many shareholders chose to redeem rather than hold through the merger.

Evernorth’s own statement frames investor commitment differently, saying 100% of both advance and delayed funders are participating in the deal. Asheesh Birla, founder and CEO of Evernorth, tied the vote to a broader pitch for regulated crypto exposure.

“Going public will offer investors a regulated, transparent way to own XRP exposure and participate in the growth of the blockchain economy.”

Asheesh Birla, Founder and CEO, Evernorth

RippleWorks supplies 211.3 million XRP, the single largest block

RippleWorks contributed the largest share of Evernorth’s treasury, investing 211.3 million XRP into Arrington XRP Capital Fund, the SPAC’s sponsor. The sponsor must convert those tokens into Evernorth shares at closing and has agreed to vote them as RippleWorks directs. Ripple co-founder and Executive Chairman Chris Larsen co-founded RippleWorks and sits on its board.

Ripple itself added 126.8 million XRP when the merger agreement was signed. The Larsen Lam Children’s Remainder Trust contributed a further 50 million tokens.

Advance funding investors separately put $214 million into private placements, money Evernorth used in late 2025 to buy 84.4 million XRP at an average price of $2.54 per token, roughly in line with XRP’s trading range at the time. Listed backers now include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR.

Evernorth writes XRP down to $348.8 million from an $846.6 million cost

Evernorth’s financial statements, filed in the merger proxy, put the original cost of 346.3 million of its XRP tokens at $846.6 million. By June 30, 2026, the company carried that same position at just $348.8 million, a reduction of about 59%. The gap reflects impairment charges of $233.7 million recorded in 2025 and $264.1 million in the first half of 2026.

Unlike mark-to-market accounting that would let a rebound in XRP’s price restore lost value, Evernorth books its holdings at cost and writes them down to the lowest intraday price seen since each lot was acquired. That written-down figure does not reset upward if the token recovers, meaning the balance sheet can understate current holdings value even as it overstates downside risk from the original purchase price.

The proxy statement does not say whether Evernorth plans to adopt fair-value accounting for digital assets going forward, an option now permitted under updated U.S. accounting standards that some crypto treasury companies have already applied. That leaves open whether investors evaluating XRPN will see a balance sheet that tracks the token’s live price or one anchored to historical lows.

The BlockWest read. A write-down-only accounting method means XRPN’s reported book value will chronically lag the token’s actual market price whenever XRP trades above its post-purchase lows, understating the treasury’s real worth to allocators comparing it against peers using fair-value marks. Investors sizing up Evernorth against other digital-asset treasury vehicles should check which accounting standard each applies before comparing balance sheets directly.

Evernorth’s Class A common stock is expected to begin trading on Nasdaq under the ticker XRPN on October 8, one day after the merger closes October 7. Whether Evernorth later shifts to fair-value accounting for its XRP, and how many shareholders ultimately redeemed trust shares before the September 28 deadline, remain open questions the companies have not yet addressed publicly.

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