Evernorth to Go Public With Over $1 Billion in Gross Proceeds
Evernorth announced a business combination with Armada Acquisition Corp II (Nasdaq: AACI) to go public, targeting a Nasdaq listing under the ticker XRPN and expected to close in Q1 2026 subject to customary conditions.
The transaction is expected to raise over $1 billion in gross proceeds, including a $200 million investment from SBI and commitments from Ripple, Rippleworks, Pantera Capital, Kraken, GSR, and others. Net proceeds will primarily fund open-market purchases of XRP to build an institutional XRP treasury, with remaining funds for working capital and transaction expenses.
Evernorth ha annunciato una combinazione aziendale con Armada Acquisition Corp II (Nasdaq: AACI) per quotarsi in borsa, con l'obiettivo di una quotazione sul Nasdaq con il ticker XRPN e prevista per concludersi nel Q1 2026 soggetta alle consuete condizioni.
La transazione dovrebbe raccogliere oltre 1 miliardo di dollari di proventi lordi, inclusi un investimento di 200 milioni di dollari da SBI e impegni da Ripple, Rippleworks, Pantera Capital, Kraken, GSR e altri. I proventi netti saranno principalmente utilizzati per l'acquisto sul mercato aperto di XRP per costruire una tesoreria istituzionale di XRP, con il resto dei fondi per capitale circolante e spese di transazione.
Evernorth anunció una combinación de negocios con Armada Acquisition Corp II (Nasdaq: AACI) para salir a bolsa, con miras a una cotización en Nasdaq bajo el ticker XRPN y se espera que se cierre en el Primer Trimestre de 2026 sujeto a condiciones habituales.
Se espera que la operación genere más de mil millones de dólares brutos, incluyendo una inversión de 200 millones de dólares de SBI y compromisos de Ripple, Rippleworks, Pantera Capital, Kraken, GSR y otros. Los ingresos netos se destinarán principalmente a la compra en el mercado abierto de XRP para construir una tesorería institucional de XRP, y el resto se destinará a fondos de operaciones y gastos de transacción.
Evernorth는 Armada Acquisition Corp II(Nasdaq: AACI)와의 기업 결합을 발표하여 상장하려고 하며, XRPN 티커로 Nasdaq 상장을 목표로 하며 2026년 1분기에 일반적인 조건에 따라 마감될 예정입니다.
거래는 10억 달러 이상의 총 수익을 창출할 것으로 예상되며, SBI의 2억 달러 투자와 Ripple, Rippleworks, Pantera Capital, Kraken, GSR 등과의 약속이 포함됩니다. 순수익은 주로 XRP의 공개시장 매수를 통해 기관용 XRP 보유고를 구축하는 데 사용되며, 남은 자금은 운전자본 및 거래 비용으로 사용됩니다.
Evernorth a annoncé une opération de combinaison d'entreprises avec Armada Acquisition Corp II (Nasdaq: AACI) afin d'entrer en bourse, dans le but d'une cotation sur le Nasdaq sous le ticker XRPN et devant aboutir au 1er trimestre 2026 sous réserve des conditions habituelles.
L'opération devrait lever plus d'un milliard de dollars brut, y compris un investissement de 200 millions de dollars de SBI et des engagements de Ripple, Rippleworks, Pantera Capital, Kraken, GSR et d'autres. Les produits nets financeront principalement des achats sur le marché libre de XRP afin de constituer une trésorerie institutionnelle en XRP, le reste des fonds étant destiné au fonds de roulement et aux frais de transaction.
Evernorth kündigte eine Unternehmenszusammenführung mit Armada Acquisition Corp II (Nasdaq: AACI) an, um an die Börse zu gehen, mit dem Ziel einer Nasdaq-Notierung unter dem Ticker XRPN und voraussichtlich Abschluss im Q1 2026 vorbehaltlich der üblichen Bedingungen.
Die Transaktion soll mehr als 1 Milliarde Bruttoerlöse erzielen, einschließlich einer 200 Millionen Dollar Investition von SBI und Zusagen von Ripple, Rippleworks, Pantera Capital, Kraken, GSR und anderen. Die Nettoerlöse sollen hauptsächlich für den offenen Marktankauf von XRP verwendet werden, um eine institutionelle XRP-Schatzkammer aufzubauen, während die verbleibenden Mittel für Arbeitskapital und Transaktionskosten vorgesehen sind.
Evernorth أعلنت عن عملية اندماج تجاري مع Armada Acquisition Corp II (ناسداك: AACI) للسير نحو الإدراج العام، مستهدفة إدراجًا في ناسداك تحت رمز التداول XRPN ومن المتوقع أن يتم الإغلاق في الربع الأول من 2026 وفقًا للشروط المعتادة.
من المتوقع أن تبلغ الصفقة أكثر من مليار دولار كإجمالي العائدات، بما في ذلك استثمار من SBI قيمته 200 مليون دولار والتزامات من Ripple وRippleworks وPantera Capital وKraken وGSR وغيرهم. ستستخدم العائدات الصافية بشكل رئيسي لعمليات الشراء في السوق المفتوح لـ XRP لبناء خزينة XRP مؤسسية، وسيخصص الجزء المتبقي لرأس المال العامل ونفقات الصفقة.
Evernorth 宣布与 Armada Acquisition Corp II（纳斯达克股票代码：AACI）达成一项商业合并以公开上市，目标是在 XRPN 交易代码下在纳斯达克上市，预计在 2026 年第一季度 完成，前提是符合惯常条件。
交易预计将募集 超过 10 亿美元的毛额收益，其中包括 SBI 的 2 亿美元 投资，以及 Ripple、Rippleworks、Pantera Capital、Kraken、GSR 等的承诺。净收益将主要用于在公开市场购买 XRP 以建立机构 XRP 财库，其余资金用于运营资金和交易费用。
- Gross proceeds expected to exceed $1 billion
- $200 million committed by SBI
- Strategic participation from Ripple, Pantera, Kraken, and GSR
- Clear capital use: net proceeds primarily for open-market XRP purchases
- Listing under XRPN is conditional on satisfying Nasdaq listing requirements
- Transaction close timing is uncertain: expected in Q1 2026 subject to shareholder and closing conditions
- Concentrated balance sheet exposure: primary use of proceeds is to buy and hold XRP
Insights
Evernorth intends to raise over
As a newly formed public treasury vehicle, Evernorth will convert Armada II Class A shares one-for-one and target open-market purchases of XRP with net proceeds while allocating funds for working capital and transaction expenses. The company plans active balance-sheet management through institutional lending, liquidity provisioning, and DeFi yield strategies to grow XRP per share rather than passively track price.
Key dependencies include the successful closing of the transaction in
Watch for the actual cash-to-treasury split at closing, the timing and scale of open-market XRP purchases, and regulatory or listing conditions ahead of
Transaction will create the largest public XRP treasury company
The transaction is expected to raise over
Evernorth: A First-of-Its-Kind Treasury Vehicle
Evernorth is designed to provide investors with simple, liquid, and transparent exposure to XRP through a publicly listed vehicle. Unlike a passive ETF, Evernorth seeks to grow XRP per share over time by participating in institutional lending, liquidity provisioning, and DeFi (decentralized finance) yield opportunities.
XRP presents a compelling opportunity as one of the few digital assets with a recognized regulatory framework in the
"Evernorth is built to provide investors more than just exposure to XRP's price," said Asheesh Birla, CEO of Evernorth. "As we capitalize on existing TradFi yield generation strategies and deploy into DeFi yield opportunities, we also contribute to the growth and maturity of that ecosystem. This approach is designed to generate returns for shareholders while supporting XRP's utility and adoption. It's a symbiotic model: our strategy is designed to align with the growth of the XRP ecosystem."
Leadership & Governance
Evernorth is led by Chief Executive Officer Asheesh Birla, who brings deep experience at the intersection of digital assets and global payments. Asheesh previously served as a senior executive at Ripple, where he was instrumental in building and scaling the company's cross-border payments business into one of the most widely used blockchain-based financial services platforms. His background in both traditional financial services and crypto-native innovation positions him to guide Evernorth as it becomes the leading institutional vehicle for XRP.
Alongside Birla is Chief Financial Officer Matthew Frymier, Chief Operating Officer Meg Nakamura, Chief Legal Officer Jessica Jonas, and Chief Business Officer Sagar Shah, who together bring extensive capital markets and financial management expertise to the leadership team.
The company maintains independent governance. Ripple, the leading provider of digital asset infrastructure for the enterprise, is a strategic investor, and Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are expected to serve as strategic advisors, supporting alignment with the XRP ecosystem while ensuring operational independence.
"Ripple has long championed XRP for its utility as a global asset for the efficient settlement of payments around the world. Evernorth is deeply aligned with that mission, bringing more use cases, participation, and confidence to the XRP ecosystem," said Brad Garlinghouse, CEO of Ripple. "Having worked alongside Asheesh for many years, I'm fully confident in his and the team's ability to take XRP's presence in capital markets to the next level with Evernorth."
Transaction Details
The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in Q1 2026, subject to customary closing conditions and shareholder approvals.
In addition to its vision to build one of the largest institutional XRP treasuries in the world, Evernorth plans to deploy resources toward advancing the XRP ecosystem more broadly. This includes:
- Validator Participation and Network Security: Operating XRP validators to strengthen the resilience and decentralization of the ledger.
- DeFi Integration: Leveraging Ripple's RLUSD stablecoin as an on-ramp into XRP-based decentralized finance, enabling yield opportunities and broader adoption of XRP as collateral.
- Market Development: Providing liquidity and participating in projects that expand XRP's real-world utility across payments, capital markets, and tokenized assets.
Evernorth's strategy is designed not only to accumulate XRP as a reserve asset but also to act as a long-term catalyst for the adoption and institutionalization of the XRP Ledger.
In connection with the closing of the transaction, each Class A share of Armada II that has not been redeemed for cash in accordance with the terms of its organizational documents will convert to Class A shares of Evernorth on a one-for-one basis.
Advisors
Citigroup Global Markets Inc. served as the Sole Private Placement Agent and is serving as Capital Markets Advisor to Evernorth. Cohen and Company Capital Markets, a division of Cohen and Company Securities, LLC, and Northland Securities, Inc., are serving as financial advisors and capital markets advisors to Armada Acquisition Corp II.
Davis Polk & Wardwell LLP is serving as legal counsel to Evernorth and Ripple. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Citigroup. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Armada Acquisition Corp II.
About Evernorth
At closing, Evernorth will be a publicly traded digital asset treasury that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Unlike ETFs, Evernorth intends to actively grow its XRP per share through a mix of institutional and DeFi yield strategies, ecosystem participation, and capital markets activities.
About Ripple
Ripple is the leading provider of digital asset infrastructure for financial institutions—delivering simple, compliant, reliable software that reduces friction and enhances innovation in global finance. Ripple's solutions leverage the XRP Ledger, the digital assetXRP, and the stablecoin Ripple USD (RLUSD) to power blockchain use cases at scale. With a proven track record working alongside regulators and policymakers around the world, Ripple's payments, custody and stablecoin solutions are pioneering the digital asset economy—building credibility and trust in enterprise blockchain. Together with customers, partners and leading crypto businesses, we are transforming the way the world moves, stores, and exchanges value.
About Arrington Capital
Arrington Capital is a digital asset management firm primarily focused on blockchain-based capital markets. The firm, co-founded in 2017 by TechCrunch and CrunchBase founder Michael Arrington, has invested in hundreds of startups around the world. Arrington Capital is a seasoned, international team composed of Silicon Valley veterans and operators with deep venture capital experience and crypto native roots. Arrington XRP Capital Fund, LP is the SPAC sponsor for Armada Acquisition Corp II (Nasdaq: AACI). Additionally, Rippleworks' investment in this PIPE transaction will be done through the Arrington XRP Capital Fund, LP.
About Armada Acquisition Corp. II
Armada II is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. Armada II was founded on October 3, 2024.
Additional Information and Where to Find It
Armada II and Evernorth intend to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as may be amended, the "Registration Statement"), which will include a preliminary proxy statement of Armada II and a prospectus of Evernorth (the "Proxy Statement/Prospectus") in connection with the proposed business combination (the "Business Combination"), the private placements of securities in connection with the Business Combination (the "Private Placement Transactions") and the other transactions contemplated by the Business Combination Agreement and/or as described in this press release (together with the Business Combination and the Private Placement Transactions, the "Proposed Transactions"). The definitive proxy statement and other relevant documents will be mailed to shareholders of Armada II as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Armada II and/or Evernorth will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF ARMADA II AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH ARMADA II'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ARMADA II, PATHFINDER DIGITAL ASSETS, EVERNORTH AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by Armada II and Evernorth, without charge, once available, on the SEC's website at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191st St., Suite 52895,
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The securities to be issued by Evernorth and the units to be issued by Pathfinder Digital Assets LLC ("Pathfinder"), in each case, in connection with the Proposed Transactions, have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in
Participants in the Solicitation
Armada II, Evernorth, Pathfinder and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Armada II shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Armada II's securities is, or will be, contained in Armada II's filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Armada II shareholders in connection with the Business Combination, including the names and interests of Pathfinder and Evernorth's directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by Armada II and Evernorth with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Armada II, Pathfinder or Evernorth, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the
Forward-looking statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "will," "would," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of Armada II and Evernorth and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against Armada II, Evernorth, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain shareholder approval or satisfy other closing conditions; (4) the inability to complete the Private Placement Transactions, (5) changes to the structure, timing, or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans and operations; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP; (9) changes in market, regulatory, political, and economic conditions affecting digital assets generally or XRP specifically; (10) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (11) the level of redemptions of Armada II's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of securities of Armada II or of Evernorth; (12) the volatility of the price of XRP and other digital assets, the correlation between XRP's price and the value of Evernorth's securities, and the risk that the price of XRP may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; (13) risks related to increased competition in the industries in which Evernorth will operate; (14) risks related to changes in
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the final prospectus of Armada II dated May 20, 2025 and filed by Armada II with the SEC on May 21, 2025, Armada II's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, and the Registration Statement and Proxy Statement/Prospectus that will be filed by Evernorth and Armada II, and other documents filed by Armada II and Evernorth from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this press release.
Media Contact:
Prosek Partners for Evernorth
pro-XRP@prosek.com
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SOURCE Evernorth Holdings Inc.
FAQ
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