Holders Approve Evernorth's Nasdaq XRP Deal

Evernorth and Armada Acquisition Corp. II said on 1 October 2026 that Armada II shareholders had approved their business combination. The vote is the Evernorth XRPN Nasdaq XRP treasury vote: the companies say the deal and related private placements have raised over $1 billion, and the combined firm expects to hold a large XRP position. Closing is expected on 7 October 2026. Class A shares are expected to trade on Nasdaq under the ticker XRPN on 8 October.

What happened

Shareholders of Armada Acquisition Corp. II voted on 30 September. The result, announced the next day, was approval of the combination with Evernorth. A business combination of this kind joins an acquisition company and an operating business so that the operating business becomes the public firm. The announcement treats the shareholder vote as the approval that lets the deal proceed toward closing.

The money is described in two layers, and they should not be collapsed. The company says the deal and the related private placements have raised over $1 billion. Separately, it says expected gross cash is about $300 million, before expenses. That cash figure has three parts: $225 million from private placements, $30 million of extra convertible notes, and about $48 million from the trust.

A private placement is an offering of securities to investors outside a public offering. A convertible note is debt that can be turned into equity. The trust, in a combination like this, is cash the acquisition company already holds. On top of the cash, XRP is being contributed in kind, meaning the asset itself is contributed rather than handed over as cash first.

At closing, the company expects to hold about 473 million XRP. That holding is the treasury the combination is built around: a public company whose balance sheet is meant to contain a stated amount of the token. The announcement does not, in the facts used here, give a dollar value for those tokens, and this article does not compute one. The holding figure is an expectation at closing, stated by the company.

The calendar is short. Close is expected on 7 October 2026. The following day, 8 October, Class A shares are expected to begin trading on Nasdaq as XRPN. Expected is the word the company used.

The dates are not described as already completed. The Block reported the vote, the $300 million cash figure, the 473 million XRP figure, and both dates. The company announcement is the 1 October release. The Block's account is its report on the vote.

Why it matters

A shareholder vote is the point at which a combination stops being a proposal to the owners of the acquisition vehicle and becomes a deal they have accepted. Armada II's holders took that step on 30 September. The remaining gates the company itself emphasizes are closing, expected on 7 October, and the start of Nasdaq trading in the Class A shares, expected on 8 October under XRPN. Between a vote and a closing, a deal can still fail.

The announcement does not list further conditions in the facts used here, and none are added. What is public is the expectation, not a statement that the shares are already trading.

The cash structure is the other point a careful reader will not round away. "Over $1 billion" is the company's figure for the deal and the related private placements taken together. "About $300 million" is expected gross cash before expenses, built from the $225 million, the $30 million of extra convertible notes, and about $48 million from the trust. Those sentences can both be true because they do not measure the same thing.

One includes the broader financing. The other is the cash the company expects to have in gross terms at the combination, before costs, plus the XRP that arrives in kind rather than as cash. Quoting only the billion, as if it were all dollars in a bank account, would misstate the release.

The XRP figure is doing similar work. About 473 million tokens is a count of the asset, not a market-cap claim and not a promise about the future price. In-kind contribution means the treasury is assembled partly by receiving XRP itself.

Readers who want a dollar translation will not find it in the materials this article relies on. The Block reported the token count alongside the cash figure and the two dates, which is the same set of facts the company put in the release.

For related crypto context, see perpetuals and MiFID and SEC custody proposal.

What's next

The dates to watch are the company's dates. Closing is expected on 7 October 2026. Nasdaq trading under XRPN is expected to begin on 8 October.

Until those things happen, the vote is the completed step and the listing is a plan. The release is written in the language of expectation, and The Block reported it that way.

If the closing occurs as described, the combined company expects to hold about 473 million XRP, alongside gross cash of about $300 million before expenses. That cash breaks down as $225 million from private placements, $30 million of extra convertible notes, and about $48 million from the trust. The wider claim, that the deal and related private placements have raised over $1 billion, stands as the company's financing figure, distinct from the gross-cash line.

Nothing in the 1 October announcement, as used here, says the shares have started trading, and nothing in it prices the XRP. The news is the vote, the financing as the company stated it, the expected token holding, and two dates in the coming days.