Shareholders of Armada Acquisition Corp. II approved the business combination with Ripple-backed Evernorth on September 30, clearing a major hurdle toward creating the largest publicly traded pure-play XRP treasury. The combined company expects to close the deal on October 7 and begin trading on Nasdaq as "XRPN" on October 8.
Shareholders back the merger with 94% of votes cast
Armada shareholders approved the Evernorth Business Combination Proposal with roughly 94% of votes cast in favor at an extraordinary general meeting on September 30. A total of 21,877,045 shares, about 69% of the shares entitled to vote, were cast: 19,331,337 in favor, 1,362,081 against, and 930 not voted.
A separate Merger Proposal also passed, with 20,514,597 votes for, 1,362,089 against and 359 abstentions. Shareholders additionally approved a Domestication Proposal moving Armada's corporate domicile from the Cayman Islands to Delaware, with all 7,880,000 votes cast in favor and none against or abstaining. Two non-binding advisory proposals tied to the Delaware move also passed.
Deal clears the way for a Nasdaq debut as XRPN
The vote removes a key closing condition, but the transaction still needs to satisfy its remaining requirements before it can close. According to an October 1 press release, the deal is expected to close on October 7, with trading under the ticker "XRPN" set to begin October 8. Armada's securities currently trade on Nasdaq as Class A ordinary shares (XRPN) and warrants (XRPNW); the combined company will continue trading under XRPN after closing.
The combination is expected to generate about $300 million in gross cash proceeds before expenses, made up of $225 million from related private placements, $30 million in incremental convertible note financing, and roughly $48 million from trust proceeds. Investors have separately contributed XRP to the transaction.
Evernorth to hold 473 million XRP at closing
Evernorth expects to hold about 473 million XRP at closing, a stash worth $705 million at current market prices. Ripple is among its investors, alongside Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR.
The company said the public listing will give investors a regulated and liquid way to gain exposure to XRP. Evernorth plans to grow its XRP per-share holdings through yield strategies, participation in the XRP ecosystem, and capital markets activities.
Separately, the SEC declared Evernorth's registration statement effective on August 27, and the October 1 SEC filing detailed the approval of the Business Combination, Merger and Domestication Proposals from the September 30 vote.
Sources: CoinGape, Crypto Briefing
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