Transaction will create the biggest public XRP treasury firm
SAN FRANCISCO, Oct. 20, 2025 /PRNewswire/ — Evernorth Holdings Inc., a newly fashioned Nevada company (“Evernorth”) that can allow XRP adoption on an institutional scale, at present introduced its public launch and the execution of a enterprise mixture settlement with Armada Acquisition Corp II (Nasdaq: AACI) (“Armada II”), a publicly traded particular objective acquisition firm. Upon closing of the transaction, the mixed firm will function beneath the Evernorth title and is anticipated to commerce on Nasdaq beneath the ticker image “XRPN,” topic to the satisfaction of the itemizing necessities.
The transaction is anticipated to boost over $1 billion in gross proceeds, together with $200 million from SBI and extra investments from Ripple, Rippleworks (an unbiased charitable basis supporting social impression ventures globally), and main digital asset and fintech leaders and buyers, together with Pantera Capital, Kraken, and GSR, with participation from Ripple co-founder Chris Larsen, amongst others. Internet proceeds will primarily fund open-market purchases of XRP to construct the world’s main institutional XRP treasury, with a portion allotted to working capital, normal company functions, and transaction bills.
Evernorth: A First-of-Its-Variety Treasury Automobile
Evernorth is designed to offer buyers with easy, liquid, and clear publicity to XRP by means of a publicly listed car. Not like a passive ETF, Evernorth seeks to develop XRP per share over time by collaborating in institutional lending, liquidity provisioning, and DeFi (decentralized finance) yield alternatives.
XRP presents a compelling alternative as one of many few digital property with a acknowledged regulatory framework within the U.S. and a confirmed use case in powering international funds. With over a decade of uptime, deep liquidity, and a rising DeFi ecosystem, XRP is uniquely positioned for development and broader institutional adoption. Evernorth’s mannequin is constructed to harness this second: providing buyers not solely publicity to XRP’s worth, but in addition the upside of lively treasury development and ecosystem participation.
“Evernorth is constructed to offer buyers extra than simply publicity to XRP’s worth,” stated Asheesh Birla, CEO of Evernorth. “As we capitalize on current TradFi yield technology methods and deploy into DeFi yield alternatives, we additionally contribute to the expansion and maturity of that ecosystem. This method is designed to generate returns for shareholders whereas supporting XRP’s utility and adoption. It’s a symbiotic mannequin: our technique is designed to align with the expansion of the XRP ecosystem.”
Management & Governance
Evernorth is led by Chief Government Officer Asheesh Birla, who brings deep expertise on the intersection of digital property and international funds. Asheesh beforehand served as a senior government at Ripple, the place he was instrumental in constructing and scaling the corporate’s cross-border funds enterprise into one of the vital extensively used blockchain-based monetary companies platforms. His background in each conventional monetary companies and crypto-native innovation positions him to information Evernorth because it turns into the main institutional car for XRP.
Alongside Birla is Chief Monetary Officer Matthew Frymier, Chief Working Officer Meg Nakamura, Chief Authorized Officer Jessica Jonas, and Chief Enterprise Officer Sagar Shah, who collectively carry intensive capital markets and monetary administration experience to the management staff.
The corporate maintains unbiased governance. Ripple, the main supplier of digital asset infrastructure for the enterprise, is a strategic investor, and Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are anticipated to function strategic advisors, supporting alignment with the XRP ecosystem whereas making certain operational independence.
“Ripple has lengthy championed XRP for its utility as a world asset for the environment friendly settlement of funds all over the world. Evernorth is deeply aligned with that mission, bringing extra use circumstances, participation, and confidence to the XRP ecosystem,” stated Brad Garlinghouse, CEO of Ripple. “Having labored alongside Asheesh for a few years, I’m absolutely assured in his and the staff’s capacity to take XRP’s presence in capital markets to the following stage with Evernorth.”
Transaction Particulars
The transaction, which has been unanimously accepted by the Boards of Administrators of each firms, is anticipated to shut in Q1 2026, topic to customary closing situations and shareholder approvals.
Along with its imaginative and prescient to construct one of many largest institutional XRP treasuries on the earth, Evernorth plans to deploy sources towards advancing the XRP ecosystem extra broadly. This contains:
- Validator Participation and Community Safety: Working 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 alternatives and broader adoption of XRP as collateral.
- Market Improvement: Offering liquidity and collaborating in tasks that increase XRP’s real-world utility throughout funds, capital markets, and tokenized property.
Evernorth’s technique is designed not solely to build up XRP as a reserve asset but in addition to behave as a long-term catalyst for the adoption and institutionalization of the XRP Ledger.
In reference to the closing of the transaction, every Class A share of Armada II that has not been redeemed for money in accordance with the phrases of its organizational paperwork will convert to Class A shares of Evernorth on a one-for-one foundation.
Advisors
Citigroup World Markets Inc. served because the Sole Non-public Placement Agent and is serving as Capital Markets Advisor to Evernorth. Cohen and Firm Capital Markets, a division of Cohen and Firm Securities, LLC, and Northland Securities, Inc., are serving as monetary advisors and capital markets advisors to Armada Acquisition Corp II.
Davis Polk & Wardwell LLP is serving as authorized counsel to Evernorth and Ripple. Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized counsel to Citigroup. Wilson Sonsini Goodrich & Rosati, Skilled Company, is serving as authorized counsel to Armada Acquisition Corp II.
About Evernorth
At closing, Evernorth can be a publicly traded digital asset treasury that gives buyers with publicity to XRP by means of a regulated, liquid, and clear construction. Not like ETFs, Evernorth intends to actively develop its XRP per share by means of a mixture of institutional and DeFi yield methods, ecosystem participation, and capital markets actions.
About Ripple
Ripple is the main supplier of digital asset infrastructure for monetary establishments—delivering easy, compliant, dependable software program that reduces friction and enhances innovation in international finance. Ripple’s options leverage the XRP Ledger, the digital asset XRP, and the stablecoin Ripple USD (RLUSD) to energy blockchain use circumstances at scale. With a confirmed monitor document working alongside regulators and policymakers all over the world, Ripple’s funds, custody and stablecoin options are pioneering the digital asset financial system—constructing credibility and belief in enterprise blockchain. Along with clients, companions and main crypto companies, we’re reworking the best way the world strikes, shops, and exchanges worth.
About Arrington Capital
Arrington Capital is a digital asset administration agency primarily centered on blockchain-based capital markets. The agency, co-founded in 2017 by TechCrunch and CrunchBase founder Michael Arrington, has invested in a whole bunch of startups all over the world. Arrington Capital is a seasoned, worldwide staff composed of Silicon Valley veterans and operators with deep enterprise capital expertise and crypto native roots. Arrington XRP Capital Fund, LP is the SPAC sponsor for Armada Acquisition Corp II (Nasdaq: AACI). Moreover, Rippleworks’ funding on this PIPE transaction can be executed by means of the Arrington XRP Capital Fund, LP.
About Armada Acquisition Corp. II
Armada II is a particular objective acquisition firm fashioned for the aim of effecting a merger, share alternate, asset acquisition, share buy, recapitalization, reorganization or related enterprise mixture with a number of companies. Armada II was based on October 3, 2024.
Further Data and The place to Discover It
Armada II and Evernorth intend to file with the Securities and Trade Fee (the “SEC”) a Registration Assertion on Kind S-4 (as could also be amended, the “Registration Assertion”), which can embody a preliminary proxy assertion of Armada II and a prospectus of Evernorth (the “Proxy Assertion/Prospectus”) in reference to the proposed enterprise mixture (the “Enterprise Mixture”), the personal placements of securities in reference to the Enterprise Mixture (the “Non-public Placement Transactions”) and the opposite transactions contemplated by the Enterprise Mixture Settlement and/or as described on this press launch (along with the Enterprise Mixture and the Non-public Placement Transactions, the “Proposed Transactions”). The definitive proxy assertion and different related paperwork can be mailed to shareholders of Armada II as of the document date to be established for voting on the Enterprise Mixture and different issues as described within the Proxy Assertion/Prospectus. Armada II and/or Evernorth can even file different paperwork concerning the Proposed Transactions with the SEC. This press launch doesn’t include all the info that must be thought of in regards to the Proposed Transactions and isn’t meant to type the idea of any funding resolution or another resolution 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. Buyers and safety holders can even have the ability to receive copies of the Registration Assertion and the Proxy Assertion/Prospectus and all different paperwork filed or to be filed with the SEC by Armada II and Evernorth, with out cost, as soon as accessible, on the SEC’s web site at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191st St., Suite 52895, Miami, Florida 33179-52895; e-mail: [email protected], or to: Evernorth Holdings Inc., 600 Battery St, San Francisco, CA 94111, electronic mail: [email protected].
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 models to be issued by Pathfinder Digital Belongings LLC (“Pathfinder”), in every case, in reference to the Proposed Transactions, haven’t been registered beneath the Securities Act of 1933, as amended (the “Securities Act”) and will not be provided or bought in america absent registration or an relevant exemption from the registration necessities of the Securities Act.
Members within the Solicitation
Armada II, Evernorth, Pathfinder and their respective administrators and government officers could also be deemed beneath SEC guidelines to be contributors within the solicitation of proxies from Armada II shareholders in reference to the Enterprise Mixture. A listing of the names of such administrators and government officers, and knowledge concerning their pursuits within the Enterprise Mixture and their possession of Armada II’s securities is, or can be, contained in Armada II’s filings with the SEC. Further info concerning the pursuits of the individuals who could, beneath SEC guidelines, be deemed contributors within the solicitation of proxies from Armada II shareholders in reference to the Enterprise Mixture, together with the names and pursuits of Pathfinder and Evernorth’s administrators and government officers, can be set forth within the Proxy Assertion/Prospectus, which is anticipated to be filed by Armada II and Evernorth with the SEC. Buyers and safety holders could receive free copies of those paperwork as described above.
No Provide or Solicitation
This press launch is for informational functions solely and isn’t a proxy assertion or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not represent a suggestion to promote or alternate, or a solicitation of a suggestion to purchase or alternate the securities of Armada II, Pathfinder or Evernorth, or any commodity or instrument or associated spinoff, nor shall there be any sale of any such securities in any state or jurisdiction wherein such supply, solicitation, sale or alternate can be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or jurisdiction. No supply of securities shall be made besides by way of a prospectus assembly the necessities of the Securities Act or an exemption therefrom. Buyers ought to seek the advice of with their counsel as to the relevant necessities for a purchaser to avail itself of any exemption beneath the Securities Act.
Ahead-Wanting Statements
This press launch comprises sure forward-looking statements inside the that means of the U.S. federal securities legal guidelines with respect to the Proposed Transactions and the events thereto. All statements contained on this press launch apart from statements of historic truth, together with, with out limitation, statements concerning the Enterprise Mixture between Armada II and Evernorth; the anticipated advantages and timing of the transaction; anticipated buying and selling of the mixed firm’s securities on Nasdaq; the completion of investments from sure institutional buyers; the anticipated quantity of gross proceeds from investments; the anticipated use of proceeds from such investments; the constructing of the world’s main institutional XRP treasury; the quantity of XRP anticipated to be held by the mixed firm; the mixed firm’s future monetary efficiency, the power of the mixed firm to execute its enterprise technique, its market alternative and positioning; expectations concerning institutional and retail adoption of XRP and participation in DeFi yield methods; the mixed firm’s contributions to the expansion and maturity of the ecosystem, utilizing an method designed to generate returns for shareholders, supporting XRP’s utility and adoption, alignment with the expansion of the XRP ecosystem, and changing into the main institutional car for XRP; administration making certain operational independence, taking XRP’s presence in capital markets to the following stage, and different statements concerning administration’s intentions, beliefs, or expectations with respect to the mixed firm’s future efficiency, are forward-looking statements.
Ahead-looking statements are sometimes recognized by way of phrases similar to “anticipate,” “imagine,” “proceed,” “might,” “estimate,” “count on,” “intend,” “could,” “may,” “plan,” “potential,” “predict,” “undertaking,” “ought to,” “will,” “would,” and related expressions, however the absence of those phrases doesn’t imply {that a} assertion will not be forward-looking.
These forward-looking statements are based mostly on the present expectations and assumptions of Armada II and Evernorth and are topic to dangers and uncertainties that might trigger precise outcomes to vary materially from these expressed or implied by such forward-looking statements. Such dangers and uncertainties embody, however usually are not restricted to: (1) the incidence of any occasion, change or different circumstances that might delay or stop the consummation of the proposed Enterprise Mixture; (2) the end result of any authorized proceedings which may be instituted in opposition to Armada II, Evernorth, the mixed firm, or others following the announcement of the Proposed Transactions; (3) the shortcoming to finish the Enterprise Mixture on account of failure to acquire shareholder approval or fulfill different closing situations; (4) the shortcoming to finish the Non-public Placement Transactions, (5) adjustments to the construction, timing, or phrases of the Proposed Transactions; (6) the power of the mixed firm to fulfill relevant itemizing requirements or to take care of the itemizing of its securities following the closing of the Enterprise Mixture; (7) the danger that the announcement and consummation of the transaction disrupts present plans and operations; (8) the power to acknowledge the anticipated advantages of the Enterprise Mixture, together with the power to construct and handle an institutional XRP treasury, execute DeFi yield methods, and drive institutional adoption of XRP; (9) adjustments in market, regulatory, political, and financial situations affecting digital property typically or XRP particularly; (10) the prices associated to the Proposed Transactions and people arising because of changing into a public firm; (11) the extent of redemptions of Armada II’s public shareholders which can scale back the general public float of, scale back the liquidity of the buying and selling market of, and/or preserve the citation, itemizing, or buying and selling of securities of Armada II or of Evernorth; (12) the volatility of the worth of XRP and different digital property, the correlation between XRP’s worth and the worth of Evernorth’s securities, and the danger that the worth of XRP could lower between the signing of the definitive paperwork for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; (13) dangers associated to elevated competitors within the industries wherein Evernorth will function; (14) dangers associated to adjustments in U.S. or overseas legal guidelines and laws relevant to digital property or securities; (15) the chance that the mixed firm could also be adversely affected by aggressive components, investor sentiment, or different macroeconomic situations; (16) the danger of being thought of to be a “shell firm” by any inventory alternate on which Evernorth securities can be listed or by the SEC, which can impression the power to record Evernorth’s securities and limit reliance on sure guidelines or varieties in reference to the providing, sale or resale of securities; (17) the end result of any potential authorized proceedings which may be instituted in opposition to the Pathfinder, Armada II, Evernorth or others following announcement of the Enterprise Mixture; and (18) different dangers detailed sometimes in Armada II’s filings with the SEC, together with the Registration Assertion and associated paperwork filed or to be filed in reference to the Enterprise Mixture.
The foregoing record of threat components will not be exhaustive. You need to rigorously take into account the foregoing components and the opposite dangers and uncertainties described within the “Threat Components” part of the ultimate prospectus of Armada II dated Might 20, 2025 and filed by Armada II with the SEC on Might 21, 2025, Armada II’s Quarterly Report on Kind 10-Q filed with the SEC on August 11, 2025, and the Registration Assertion and Proxy Assertion/Prospectus that can be filed by Evernorth and Armada II, and different paperwork filed by Armada II and Evernorth sometimes with the SEC, in addition to the record of threat components included herein. These filings do or will establish and handle different essential dangers and uncertainties that might trigger precise outcomes to vary materially from these contained within the forward-looking statements. Further dangers and uncertainties not at present identified or which might be at present deemed immaterial may trigger precise outcomes to vary materially from these expressed or implied by such forward-looking statements. Readers are cautioned to not put undue reliance on forward-looking statements, and not one of the events or any of their representatives assumes any obligation and don’t intend to replace or revise these forward-looking statements, every of which is made solely as of the date of this press launch.
Media Contact:
Prosek Companions for Evernorth
[email protected]