Evernorth’s $1B SPAC Targets Nasdaq Listing to Build the Largest Public XRP Treasury

Key Takeaways:

• $1B+ in gross proceeds: Evernorth signs a SPAC merger with Armada Acquisition Corp II (AACI) to list on Nasdaq under “XRPN.”
• Treasury-first mandate: Net proceeds will buy XRP on the open market to create the largest institutional XRP treasury, with active yield strategies (lending/liquidity/DeFi).
• Blue-chip backers & new leadership: SBI ($200M), Ripple, Rippleworks, Pantera, Kraken, GSR and others are investing; Asheesh Birla becomes CEO and steps off Ripple’s board.

Evernorth Holdings unveiled a public-listing plan that would inject over $1 billion into an institutional vehicle dedicated to XRP. The company signed a business combination agreement with SPAC Armada Acquisition Corp II and expects to trade on Nasdaq as XRPN after closing, targeted for Q1 2026, pending approvals and listing conditions.

The merger is structured to deliver over $1 billion in gross proceeds, including $200 million from SBI and additional participation from Ripple, Rippleworks, Pantera Capital, Kraken, GSR, and individual investors including Ripple co-founder Chris Larsen.

Evernorth says net proceeds will primarily fund open-market purchases of XRP, establishing what it calls the world’s leading institutional XRP treasury. Remaining funds go to working capital and transaction costs.

Unlike a passive ETF, Evernorth is set up as a publicly listed treasury vehicle that aims to increase XRP per share through institutional lending, liquidity provisioning, and DeFi yield opportunities while also participating in market-building activities across the XRP Ledger (XRPL).

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Evernorth’s pitch centers on XRP’s attributes for institutions:

• Regulatory clarity in the U.S. relative to many digital assets
• Deep liquidity and a decade+ of technical uptime
• A payments-first use case already proven in production environments

The company argues that a public vehicle with transparent reporting can unlock simpler, more liquid access for institutions while contributing to the maturity of the XRPL DeFi stack.

Evernorth outlines a two-track approach:

1. Core treasury accumulation via open-market XRP purchases funded by the SPAC proceeds.
2. Active yield strategies (institutional lending, liquidity provisioning, and DeFi participation) designed to add incremental XRP to the treasury over time.
   Management frames this as a symbiotic model: returns for shareholders align with greater utility and adoption of XRP on XRPL.

Asheesh Birla, a longtime Ripple executive who helped scale its cross-border payments business, will serve as CEO and Board Chair of Evernorth and will step down from Ripple’s board. The executive team also includes Matthew Frymier (CFO), Meg Nakamura (COO), Jessica Jonas (CLO), and Sagar Shah (CBO), leaders with capital-markets and compliance experience.

Evernorth says it will maintain operational independence. Ripple is a strategic investor; executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are expected to be strategic advisers, providing ecosystem alignment without day-to-day control.

Beyond XRP accumulation, Evernorth plans to deploy resources to advance the broader XRPL ecosystem:

• Validator operations & network security: Running validators to enhance resilience and decentralization of the ledger.
• DeFi integration: Using Ripple’s RLUSD stablecoin as an on-ramp into XRPL DeFi, enabling yield and collateral use cases tied to XRP.
• Market development & liquidity: Participating in projects that expand payments, capital-markets, and tokenized-asset utility for XRP.

• Ticker: XRPN (subject to Nasdaq listing requirements).
• Structure: Business combination with Armada Acquisition Corp II (Nasdaq: AACI). Each unredeemed Class A share of AACI is expected to convert 1:1 into Class A shares of Evernorth at closing.
• Closing target: Q1 2026, contingent on shareholder votes, regulatory review, and customary conditions.
• Advisers: Citigroup Global Markets (private placement agent & capital-markets adviser to Evernorth). Cohen & Company Capital Markets and Northland Securities advise AACI. Davis Polk and Skadden (for Citi) counsel Evernorth/Ripple and Citi, respectively; Wilson Sonsini advises AACI.

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• Direct, steady buy-side flow: A material share of proceeds is earmarked for open-market XRP purchases, potentially deepening liquidity and creating a persistent institutional bid.
• Institutional wrapper: A publicly traded vehicle offers regulated, auditable exposure, a familiar format for pensions, endowments, and family offices that avoid direct token custody.
• Ecosystem lift: Validator operations, liquidity provisioning, and RLUSD-enabled DeFi may expand real-world utility and improve price discovery on XRPL.

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