Evernorth Holdings, a newly formed Nevada-based corporation created to enable large-scale institutional adoption of XRP, announced it will go public through a merger with Armada Acquisition Corp II (AACI), a publicly traded special purpose acquisition company. Upon completion of the business combination, the combined entity will operate as Evernorth Holdings Inc. and is expected to trade on Nasdaq under the ticker “XRPN,” pending regulatory approvals and listing requirements.
The deal is expected to raise over $1 billion in gross proceeds, including a $200 million strategic investment from SBI Holdings and additional participation from Ripple, Rippleworks, Pantera Capital, Kraken, GSR, and Ripple co-founder Chris Larsen, among others. The funds will be primarily used for open-market purchases of XRP, establishing the world’s largest institutional XRP treasury. A portion of the proceeds will also be allocated toward working capital, transaction costs, and general corporate purposes.
Evernorth is designed to serve as a first-of-its-kind publicly listed XRP treasury vehicle, providing investors with simple, liquid, and transparent exposure to XRP. Unlike a passive ETF, Evernorth’s model actively seeks to increase XRP per share over time through participation in institutional lending, liquidity provisioning, and DeFi yield opportunities. This approach aims to generate yield while supporting the broader XRP ecosystem and promoting its adoption in institutional markets.
With XRP recognized as one of the few digital assets operating within a clear U.S. regulatory framework and with a proven record in powering global payments, Evernorth positions itself as a new bridge between traditional finance and blockchain infrastructure. The company intends to combine regulated market access with active treasury management to grow both shareholder value and XRP’s ecosystem utility.
Evernorth will be led by Asheesh Birla, a seasoned blockchain executive who previously served as a senior leader at Ripple, where he helped expand its cross-border payments network into one of the most widely used blockchain financial services platforms. He will be joined by Matthew Frymier (CFO), Meg Nakamura (COO), Jessica Jonas (CLO), and Sagar Shah (CBO) — a team with extensive experience across digital assets, capital markets, and financial services.
Ripple will act as a strategic investor, maintaining alignment with Evernorth’s mission while ensuring its operational independence. Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz will serve as strategic advisors to support Evernorth’s integration with the XRP ecosystem.
The transaction has been unanimously approved by the boards of both companies and is expected to close in Q1 2026, subject to customary closing conditions and shareholder approval. Upon closing, each Class A share of Armada II that is not redeemed for cash will automatically convert into one Class A share of Evernorth.
Beyond serving as an institutional XRP treasury, Evernorth plans to invest in initiatives that strengthen the XRP Ledger, including operating validators for enhanced network security, integrating DeFi infrastructure through Ripple’s RLUSD stablecoin, and providing market liquidity for tokenized assets and payments projects. These activities will position Evernorth not only as a digital asset investment vehicle but also as a catalyst for institutional adoption of XRP.
Advisors and Counsel: Citigroup 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 and Northland Securities are serving as financial advisors and capital markets advisors to Armada Acquisition Corp II.
Davis Polk & Wardwell 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.
KEY QUOTES:
“Evernorth is built to provide investors more than just exposure to XRP’s price. 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.”
Asheesh Birla, CEO of Evernorth
“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. 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.”
Brad Garlinghouse, CEO of Ripple
