Armada II shareholders approve Evernorth’s XRP merger

Armada Acquisition Corp. II shareholders approved its merger with Evernorth on September 30, clearing a key step toward a Nasdaq listing for the XRP treasury company. Evernorth and Armada II said in an announcement carried by Nasdaq that the deal is expected to close October 7, subject to remaining conditions, with trading under ticker XRPN expected to start October 8.

The transaction works through a business combination with Armada II, a special purpose acquisition company, or SPAC. Armada II shareholders voted on the merger; after closing, the combined company is expected to operate as Evernorth Holdings. Think of the SPAC as a bridge to the public market: the vote lets the two companies join, but the merger still has to close before Evernorth can trade under its planned ticker.

What does the deal bring into Evernorth?

At closing, Evernorth expects to hold approximately 473 million XRP, including tokens contributed by investors in kind. “In kind” means investors contribute XRP directly rather than cash. The company also expects approximately $300 million in gross cash proceeds before transaction expenses: $225 million from related private placements, $30 million in incremental convertible note financing and about $48 million from Armada II’s trust, according to the announcement.

The announcement’s headline says the transaction and related private placements have raised over $1 billion. That figure includes more than the expected cash proceeds: investors have also contributed XRP. Evernorth’s expected 473 million XRP balance is a projection for closing, not a statement that the company already holds that amount.

What remains before XRPN can trade?

The merger must close and the remaining closing conditions must be satisfied or waived. Evernorth and Armada II expect that to happen October 7. If it does, the combined company’s Class A common stock is expected to begin trading on Nasdaq the next day under XRPN. The release names Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR among Evernorth’s investors.

The shareholder vote therefore advances the listing, but does not complete it. Until closing, the 473 million XRP figure and October trading date remain expectations. After the merger, shareholders in the public company will hold stock in Evernorth; the company’s planned XRP treasury strategy is intended to provide that stock with exposure to XRP.

Source material

• announcement carried by Nasdaq — nasdaq.com