Ripple-backed Evernorth Aims for $1 Billion XRP Treasury Through SPAC Merger

Executive Summary

Evernorth Holdings Inc., a digital asset company backed by Ripple, announced its public launch and a business combination agreement with Armada Acquisition Corp II to raise over $1 billion. The combined entity, expected to trade as XRPN on Nasdaq, will primarily fund open-market XRP purchases to establish a leading institutional treasury for the digital asset.

The Event in Detail

Evernorth Holdings Inc., a newly formed Nevada corporation, is set to merge with Armada Acquisition Corp II (Nasdaq: AACI), a publicly traded special purpose acquisition company. This transaction, unanimously approved by both companies' Boards of Directors, is anticipated to close in the first quarter of 2026. Upon completion, the combined entity will operate under the Evernorth name and trade on Nasdaq under the ticker symbol XRPN, pending satisfaction of listing requirements.

The transaction is projected to raise over $1 billion in gross proceeds. This includes a $200 million investment from SBI Holdings, with additional investments from Ripple, Rippleworks, and prominent digital asset and fintech investors such as Pantera Capital, Kraken, and GSR. Ripple co-founder Chris Larsen also participated in the funding round. The net proceeds are primarily earmarked for the open-market purchase of XRP, with the strategic goal of establishing what the company states will be the world's largest institutional XRP treasury. A portion of the funds will also be allocated to working capital, general corporate purposes, and transaction expenses.

Citigroup Global Markets Inc. served as the Sole Private Placement Agent and Capital Markets Advisor to Evernorth. Cohen and Company Capital Markets, a division of Cohen and Company Securities, LLC, and Northland Securities, Inc., are acting as financial advisors and capital markets advisors to Armada Acquisition Corp II. Arrington XRP Capital Fund, LP is the SPAC sponsor for Armada Acquisition Corp II.

Financial Mechanics and Business Strategy

Evernorth is designed to offer investors a regulated, liquid, and transparent exposure to XRP through a publicly listed vehicle. Distinct from passive investment vehicles like exchange-traded funds (ETFs), Evernorth intends to actively grow its XRP per share over time. This strategy involves participating in institutional lending, liquidity provisioning, and decentralized finance (DeFi) yield opportunities. The company plans to operate XRP validators to enhance the security and decentralization of the ledger and leverage Ripple's RLUSD stablecoin as an on-ramp into XRP-based DeFi for yield generation and broader collateral use.

This approach aims to develop XRP's real-world utility across payments, capital markets, and tokenized assets. The company is led by Asheesh Birla, former senior executive at Ripple, with Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz serving as strategic advisors to support alignment with the XRP ecosystem while maintaining Evernorth's operational independence.

Market Implications

This development has several market implications. In the short term, the planned open-market purchases of XRP by Evernorth to build its treasury could generate increased buying pressure for the digital asset. Longer term, Evernorth's active engagement in DeFi strategies, validator operations, and stablecoin integration is expected to significantly enhance XRP's utility and market presence, potentially solidifying its position in institutional finance.

XRP is noted for its recognized regulatory framework in the U.S. and its established use case in global payments. The initiative could establish a precedent for similar institutional vehicles within the broader digital asset landscape, encouraging further institutional adoption. Following initial reports around October 17, 2025, XRP experienced a 3-8% decline, but subsequently recovered with a 6% increase in the 24 hours leading up to the formal announcement on October 20, 2025. This indicates an initial cautious market reaction followed by a positive adjustment.

Expert Commentary

Asheesh Birla, CEO of Evernorth, commented on the company's strategic approach, stating that Evernorth is "built to provide investors more than just exposure to XRP's price." He elaborated that the company will "capitalize on existing TradFi yield generation strategies and deploy into DeFi yield opportunities" to generate returns for shareholders while simultaneously supporting XRP's utility and adoption. Brad Garlinghouse, CEO of Ripple, expressed confidence in Birla's leadership, noting his belief in the team's ability to "take XRP's presence in capital markets to the next level" with Evernorth.

Broader Context

Evernorth's launch and Nasdaq listing represent a significant step toward unlocking substantial liquidity and utility for XRP within the global financial ecosystem. By creating a dedicated, public vehicle for XRP accumulation and active management, the initiative aims to address critical barriers to institutional entry, including concerns regarding liquidity, custody, and regulatory compliance. This strategy aligns with a maturing market trend where digital assets are increasingly considered legitimate components of corporate balance sheets. It signifies a tangible move toward broader crypto adoption, demonstrating how digital assets can integrate with traditional financial markets, driven by real-world utility and institutional demand.