Transaction will create the largest public XRP treasury company
Evernorth Holdings Inc., a newly formed Nevada corporation (“Evernorth”) that will enable XRP adoption on an institutional scale, today announced its public launch and the execution of a business combination agreement with Armada Acquisition Corp II (Nasdaq: AACI) (“Armada II”), a publicly traded special purpose acquisition company. Upon closing of the transaction, the combined company will operate under the Evernorth name and is expected to trade on Nasdaq under the ticker symbol “XRPN,” subject to the satisfaction of the listing requirements.
The transaction is expected to raise over $1 billion in gross proceeds, including $200 million from SBI and additional investments from Ripple, Rippleworks (an independent charitable foundation supporting social impact ventures globally), and leading digital asset and fintech leaders and investors, including Pantera Capital, Kraken, and GSR, with participation from Ripple co-founder Chris Larsen, among others. Net proceeds will primarily fund open-market purchases of XRP to build the world’s leading institutional XRP treasury, with a portion allocated to working capital, general corporate purposes, and transaction expenses.
Evernorth: A First-of-Its-Kind Treasury Vehicle
Evernorth is designed to provide investors with simple, liquid, and transparent exposure to XRP through a publicly listed vehicle. Unlike a passive ETF, Evernorth seeks to grow XRP per share over time by participating in institutional lending, liquidity provisioning, and DeFi (decentralized finance) yield opportunities.
XRP presents a compelling opportunity as one of the few digital assets with a recognized regulatory framework in the U.S. and a proven use case in powering global payments. With over a decade of uptime, deep liquidity, and a growing DeFi ecosystem, XRP is uniquely positioned for growth and broader institutional adoption. Evernorth’s model is built to harness this moment: offering investors not only exposure to XRP’s price, but also the upside of active treasury growth and ecosystem participation.
“Evernorth is built to provide investors more than just exposure to XRP’s price,” said Asheesh Birla, CEO of Evernorth. “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.”
Leadership & Governance
Evernorth is led by Chief Executive Officer Asheesh Birla, who brings deep experience at the intersection of digital assets and global payments. Asheesh previously served as a senior executive at Ripple, where he was instrumental in building and scaling the company’s cross-border payments business into one of the most widely used blockchain-based financial services platforms. His background in both traditional financial services and crypto-native innovation positions him to guide Evernorth as it becomes the leading institutional vehicle for XRP.
Alongside Birla is Chief Financial Officer Matthew Frymier, Chief Operating Officer Meg Nakamura, Chief Legal Officer Jessica Jonas, and Chief Business Officer Sagar Shah, who together bring extensive capital markets and financial management expertise to the leadership team.
The company maintains independent governance. Ripple, the leading provider of digital asset infrastructure for the enterprise, is a strategic investor, and Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are expected to serve as strategic advisors, supporting alignment with the XRP ecosystem while ensuring operational independence.
“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,” said Brad Garlinghouse, CEO of Ripple. “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.”
Transaction Details
The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in Q1 2026, subject to customary closing conditions and shareholder approvals.
In addition to its vision to build one of the largest institutional XRP treasuries in the world, Evernorth plans to deploy resources toward advancing the XRP ecosystem more broadly. This includes:
- Validator Participation and Network Security: Operating 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 opportunities and broader adoption of XRP as collateral.
- Market Development: Providing liquidity and participating in projects that expand XRP’s real-world utility across payments, capital markets, and tokenized assets.
Evernorth’s strategy is designed not only to accumulate XRP as a reserve asset but also to act as a long-term catalyst for the adoption and institutionalization of the XRP Ledger.
In connection with the closing of the transaction, each Class A share of Armada II that has not been redeemed for cash in accordance with the terms of its organizational documents will convert to Class A shares of Evernorth on a one-for-one basis.
Advisors
Citigroup Global Markets Inc. 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, LLC, and Northland Securities, Inc., are serving as financial advisors and capital markets advisors to Armada Acquisition Corp II.
Davis Polk & Wardwell LLP 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.
