Evernorth announces execution of business combination agreement with Armada II

Evernorth Holdings announced its public launch and the execution of a business combination agreement with Armada Acquisition Corp 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 $1B in gross proceeds, including $200M from SBI and additional investments from Ripple, Rippleworks, 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 is led by CEO 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 CFO Matthew Frymier, COO 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. The transaction is expected to close in Q1 2026, subject to customary closing conditions and shareholder approvals. 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. Citigroup Global Markets 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 to Armada Acquisition Corp II. Davis Polk & Wardwell is serving as legal counsel to Evernorth and Ripple. Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel to Citigroup. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Armada Acquisition Corp II.