Evernorth XRP Treasury Faces Final Vote Before Nasdaq Debut

• The SEC declared Evernorth’s Form S-4 registration statement effective on August 27.
• Armada Acquisition Corp. II shareholders vote on the merger on September 30.
• The combined company plans to list on Nasdaq under the ticker XRPN.
• Evernorth intends to manage its XRP actively rather than hold it passively.

Evernorth Holdings cleared its last regulatory hurdle on August 27, when the U.S. Securities and Exchange Commission declared the company’s Form S-4 registration statement effective, leaving a single shareholder vote between the San Francisco firm and a Nasdaq listing. Armada Acquisition Corp. II shareholders of record as of August 20 will vote on the business combination at a special meeting on September 30, and if they approve it, the merged entity is expected to trade under the ticker XRPN. The transaction is expected to generate over $1 billion in gross proceeds and would leave Evernorth holding at least 473 million XRP at launch, making it the largest publicly traded XRP vehicle by holdings. Founder and chief executive Asheesh Birla ran Ripple’s payments business for more than a decade before leaving to build it.

Strategy bought Bitcoin to sit still. Evernorth is promising the opposite

Every treasury company since 2020 has been measured against the same yardstick. Buy the asset, hold the asset, issue debt or equity to buy more, repeat. Strategy built that template with Bitcoin and dozens of imitators have copied it across other tokens with varying degrees of success.

Evernorth is not proposing that. Birla has said the company intends to create value through active management of its holdings rather than passive exposure to price movements, deploying capital into XRPL-based strategies including lending, liquidity provisioning and yield generation. The company has also described plans to operate validators and support decentralized finance applications built on the ledger. That is a different business. A vault earns nothing and costs money to run; an operating company that puts its balance sheet to work earns a spread and carries the risk that comes with it.

Whether the second model actually outperforms the first is unproven. No XRP treasury company has run a full cycle yet.

Ripple sits on both sides of this deal, and the filings say so

The investor roster explains a lot about the structure. The raise includes a $200 million commitment from Japan’s SBI Group, with Ripple, Pantera Capital, Kraken, GSR and Arrington Capital also participating. Ripple’s involvement extends beyond capital: the company contributed more than 126 million XRP to the treasury, ADD: and Ripple executives Brad Garlinghouse, Stuart Alderoty and David Schwartz are expected to serve as strategic advisors, an arrangement the company frames as ecosystem alignment while insisting on operational independence.

That density of connections between the issuer, its backers and the underlying asset is unusual for a Nasdaq listing, and the proxy materials treat it as a disclosure item rather than a selling point.

Davis Polk is serving as legal counsel to both Evernorth and Ripple, and Rippleworks made its investment through the Arrington XRP Capital Fund, the same fund that sponsors the SPAC.

An ETF cannot lend its tokens out. A registered operating company can

An exchange-traded product gives an allocator price exposure and nothing else. It tracks a chart, charges a management fee against assets, and by design cannot do anything with the tokens it holds. For a pension fund or a mutual fund with a mandate that forbids direct custody of digital assets, that has been the only available door.

An SEC-registered operating company is a different instrument entirely. It arrives with audited financials, a board, executive compensation disclosure and quarterly reporting, which is the format institutional risk committees already know how to evaluate. The structure provides public-market exposure to XRP through corporate equity rather than through direct ownership of the token.

That distinction matters for the value proposition. Evernorth has framed its objective as growing XRP per share over time, meaning the target is not simply riding the spot price but increasing how much of the asset each share represents. If on-chain revenue from validators, lending and liquidity provision funds additional purchases, the per-share figure climbs without new capital raises. If it does not, the company is left with the same lever every treasury vehicle uses, which is issuing stock.

When the stock trades below the tokens it holds, the whole machine jams

Here is the structural weakness. Cryptocurrency treasury companies can trade below the value of their token reserves, which limits their ability to raise money through new shares.

When a treasury company trades above the net value of what it holds, issuing shares to buy more of the asset is accretive and the flywheel turns. When it trades below, the same issuance destroys value for existing holders, the flywheel stops, and management is stuck with an asset it cannot easily monetize without selling. Several Bitcoin and Ethereum treasury vehicles spent much of 2026 in exactly that position.

Active revenue is Evernorth’s proposed answer. Operating income does not depend on the share price, so a company generating real yield can keep compounding through a discount period rather than waiting it out. The theory is sound. The execution is unproven, and the yields available on XRPL lending and automated market maker pools are not disclosed in advance, which means investors are underwriting a business plan rather than a track record. The dollar figure has moved considerably along the way. The second S-4 amendment valued the same 473 million tokens near $656 million, a reminder that treasury targets set during a rally get repriced along with the asset.

Voters also have compensation and dilution in front of them. Evernorth disclosed an equity award valued near $44 million for Birla alongside other executive compensation arrangements, and the proxy treats dilution as a material consideration for the vote.

Redemptions on September 28 decide how much capital actually arrives

Approval is not the finish line. Completion still requires the shareholder vote, satisfaction of the remaining closing conditions in the business combination agreement, and Nasdaq’s acceptance of the XRPN listing, and redemptions submitted by September 28 will determine how much cash actually reaches the balance sheet. Heavy redemptions are the standard hazard of any SPAC merger, and they would shrink the deployable capital that the whole active-management case depends on.

Watch the first quarterly report rather than the listing day. That filing will show whether XRPL lending spreads and liquidity fees produce revenue at a scale that matters against a treasury of this size, and it will show the accounting treatment Evernorth applies to on-chain income, an area where U.S. reporting standards for digital asset yield remain thin. Other XRP treasury vehicles have announced plans without disclosing realized returns. The first company to publish audited numbers sets the benchmark everyone else in the category will be measured against.