Key Highlights
- Evernorth’s Form S-4 registration statement for its proposed business combination with Armada Acquisition Corp. II has been declared effective.
- Armada shareholders are scheduled to vote on the transaction on September 30, 2026, with the deal still subject to approval and customary closing conditions.
- If completed, the combined company is expected to trade on Nasdaq under the ticker XRPN.
Evernorth Holdings Inc., a digital asset treasury company, and Armada Acquisition Corp. II, a special purpose acquisition company, announced that the U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4 relating to their proposed business combination.
According to the official announcement, Armada Acquisition Corp. II shareholders are scheduled to vote on the transaction at a special meeting on September 30, 2026. If the transaction is approved and closes, the combined company is expected to list on Nasdaq under the ticker symbol XRPN.
The business combination is expected to close in the late third quarter or early fourth quarter of 2026, subject to shareholder approval and customary closing conditions.
Company structure and capital strategy
Evernorth is a digital asset treasury company that holds XRP. The company has stated that it will allocate capital to XRP-based infrastructure and deploy treasury strategies designed to grow XRP per share over time. The structure is intended to provide a regulated vehicle for public-market investors seeking exposure to the XRP ecosystem.
According to the announcement, Evernorth differs from earlier digital asset treasury companies that primarily focused on purchasing and holding the underlying digital asset. Evernorth is structured to actively manage its XRP treasury.
The company noted that infrastructure for institutional on-chain finance, including tokenized assets, on-chain credit markets, and settlement rails, requires capital to scale. Evernorth has indicated it intends to serve as a source of that capital while operating under the reporting, governance, and disclosure standards of a Nasdaq-listed company.
Evernorth’s investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR, among others.
In a separate statement, Evernorth said it is collaborating with BearChamp. BearChamp is described as a fighter and XRP community member created by Chicago artist JC Rivera. The collaboration is expected to include apparel, storytelling, and related activities connected to the Evernorth and BearChamp partnership. Evernorth stated that it expects to list on Nasdaq as XRPN and referenced community involvement in connection with the planned listing.
Convertible note financing
On September 11, 2026, Evernorth entered into a Note Purchase Agreement covering a $30.0 million principal amount of 4.00% Convertible Senior Payment-in-Kind Notes due 2031.
The issuance of the notes is conditioned on the closing of the pending merger with Armada Acquisition Corp. II. The Convertible Notes will be senior, unsecured obligations of the company and will rank at least pari passu with other unsecured and unsubordinated indebtedness.
The agreement was disclosed in a Form 8-K current report signed by Chief Executive Officer Asheesh Birla. The financing adds a late-stage component to the business combination without altering the size or headline structure of the broader transaction.
The Form S-4 registration statement effectiveness allows the shareholder vote to proceed as scheduled. Completion of the business combination remains subject to approval by Armada Acquisition Corp. II shareholders at the September 30 meeting and the satisfaction of customary closing conditions. Upon closing, the combined entity is expected to trade on Nasdaq under the XRPN ticker.
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