Evernorth clears SPAC vote for $300M XRP treasury deal

Evernorth is building a public-market vehicle around XRP: investors buy its shares while the company holds the cryptocurrency and tries to increase the amount backing each share. Armada Acquisition Corp. II shareholders approved the SPAC merger on September 30, clearing the shareholder vote for a deal expected to bring approximately $300 million in gross cash proceeds before expenses.

The expected cash consists of $225 million from related private placements, $30 million of incremental convertible-note financing and approximately $48 million from Armada’s trust. Investors have separately contributed XRP in kind, which is how Evernorth says the transaction and related placements exceed $1 billion overall. Most of that headline total is therefore not new cash.

At closing, Evernorth expects to hold approximately 473 million XRP. That turns the listed company into a way for stock-market investors to gain XRP exposure without directly holding the token; Evernorth describes the structure as regulated, liquid and transparent. It is an operating treasury company, however, not simply a pile of cryptocurrency.

Management intends to use yield strategies, ecosystem participation and capital-markets activity to increase XRP per share over time. Those activities remain plans. Shareholder outcomes will depend not just on XRP’s price, but also on how effectively Evernorth executes its treasury strategy.

The Block reported on October 1 that Evernorth held approximately 347 million XRP before the in-kind contributions expected at closing. The planned 473 million balance is about 36% higher, making the closing assets significant to the treasury’s starting size.

The companies expect to close the combination on October 7, subject to remaining conditions, and for Evernorth’s Class A shares to begin trading on Nasdaq as XRPN on October 8. Armada recorded 20,514,034 votes for the business combination and 1,362,081 against, according to its SEC filing.