Evernorth Seeks 10B-Share Nasdaq Charter to Grow XRP Per Share

Armada Acquisition Corp. II shareholders will vote Sept. 30 on a proposed business combination that would list Evernorth on Nasdaq under the ticker XRPN and authorize up to 10 billion shares. The Securities and Exchange Commission declared Evernorth’s registration effective Aug. 27, and Armada shareholders of record as of Aug. 20 are eligible to vote.

The merger filing covers roughly 34.5 million Class A shares and about 11.5 million warrants. The proposed charter would authorize 7.4 billion Class A shares, 100 million Class B shares, 2.4 billion Class C shares and 100 million preferred shares, leaving a substantial pool of unissued stock after the transaction closes.

Evernorth plans to judge performance by XRP per share. The company expects to enter the public market holding more than 473.3 million XRP and has outlined a strategy to increase the amount of XRP attributable to shareholders through capital markets activity, institutional lending, liquidity provision and decentralized finance yield strategies.

Capital raising would provide cash that could be used to buy additional XRP or support other investments, but issuing new shares increases the number of shares used to calculate XRP per share. The company’s filings say XRP per share will rise only if XRP holdings grow faster than the fully diluted share count, so timing and terms of any equity issuance will affect that metric.

Evernorth has explored infrastructure and product development to deploy XRP on-chain at scale. In January the firm and Doppler Finance began work on structured liquidity and treasury-management products on the XRP Ledger. Management has expressed interest in the proposed XLS-66 XRP Lending Protocol, which would let holders supply tokens to single-asset vaults that could fund fixed-term loans; the protocol remains under development.

The company announced a collaboration with t54 to consider automated systems using artificial intelligence to monitor protocols, execute yield strategies, manage liquidity and assess risk. Evernorth has said a portion of yield generated by its activities could be recycled into buying additional XRP.

Evernorth also plans to operate XRP Ledger validators, use Ripple’s RLUSD stablecoin to participate in XRP-based DeFi, and provide liquidity to projects spanning payments, capital markets and tokenized assets. Those activities would create additional avenues to deploy the firm’s XRP holdings on-chain.

The company’s plan involves execution risks. Active lending, liquidity provision and DeFi participation introduce risks not present with passive holdings, including borrower defaults, counterparty failures, liquidity constraints and vulnerabilities in smart contracts and on-chain protocols. Public-market timing could increase dilution risk if equity is raised at valuations that do not support accretive growth in XRP holdings.

Shareholders will decide on Sept. 30 whether to approve the business combination and the organizational-document changes that would establish the 10 billion-share authorization. If approved and closing conditions are met, the combined company expects to list on Nasdaq under the ticker XRPN.