Shareholders of Armada Acquisition Corp. II are scheduled to vote September 30 on its proposed business combination with Evernorth Holdings, potentially clearing one of the final major hurdles before an XRP-focused treasury company reaches Nasdaq under the ticker XRPN.
The vote follows the U.S. Securities and Exchange Commission declaring Evernorth’s Form S-4 registration statement effective on August 27. If shareholders approve the transaction and remaining closing and Nasdaq listing conditions are satisfied, the combined company is expected to trade as XRPN.
The headline number behind the transaction is Evernorth’s XRP position.
The company announced in November 2025 that it had accumulated or secured commitments for more than 473,276,430 XRP, including an open-market purchase of 84,365,876 XRP for approximately $214 million at an average $2.5366 per token.
The remainder largely came through XRP contributions associated with the formation and financing of the treasury vehicle rather than equivalent open-market purchases.
What Shareholders Are Actually Voting On
The September 30 meeting is a vote on the business combination, not a vote to move 473 million XRP onto Nasdaq itself.
If completed, the transaction would make Evernorth a publicly traded company whose balance sheet is heavily exposed to XRP. Investors would purchase XRPN shares rather than XRP tokens, creating an equity-market route to Evernorth’s actively managed XRP treasury.
That distinction also separates XRPN from a spot XRP ETF.
A conventional spot ETF primarily seeks to track the underlying asset, while Evernorth intends to operate a corporate treasury strategy designed to increase XRP per share over time. The company says it plans to deploy capital throughout the XRP ecosystem rather than simply keeping its entire position dormant.
Evernorth’s investor group includes Ripple, SBI Group, Pantera Capital, Kraken, GSR and Arrington Capital.
The company has continued arranging financing ahead of the combination. On September 11, it agreed to issue $30 million of 4% convertible senior payment-in-kind notes due 2031 to an investment vehicle represented by NH Investment & Securities. Issuance remains conditional on completion of the Armada transaction.
Approval Would Not Mean Immediate Nasdaq Trading
Today’s shareholder vote is therefore important, but approval should not be confused with completion of the transaction.
Evernorth and Armada have said the business combination remains subject to customary closing requirements. Their August announcement projected completion in late third quarter or early fourth quarter 2026.
The SEC’s August 27 action also did not constitute an endorsement of Evernorth, XRP or the investment merits of the transaction. It made the registration statement effective, allowing the process to advance to the shareholder vote.
If the combination closes, Evernorth would give public-market investors exposure to one of the largest disclosed corporate XRP treasuries through ordinary Nasdaq-listed shares.
The structure also creates risks beyond movements in XRP itself. XRPN’s market price could trade above or below the value of the XRP attributable to each share, while corporate expenses, financing, dilution and Evernorth’s deployment of XRP could affect shareholder returns.
That makes today’s vote more than a symbolic milestone for XRP’s institutionalization.
It is a test of whether the crypto-treasury model that became prominent around Bitcoin can extend to another major digital asset through a company explicitly designed to accumulate and actively deploy XRP.
But the immediate event is narrower: Armada shareholders are deciding whether the Evernorth combination can proceed. If they approve it, closing the transaction and satisfying Nasdaq’s remaining conditions are still required before Evernorth completes its planned debut as XRPN.