Evernorth to Go Public With Over $1 Billion in Gross Proceeds

Transaction will create the largest public XRP treasury company

SAN FRANCISCO, Oct. 20, 2025 /PRNewswire/ -- Evernorth Holdings Inc., a newly formed Nevada corporation ("Evernorth") that will enable XRP adoption on an institutional scale, today announced its public launch and the execution of a business combination agreement with Armada Acquisition Corp II (Nasdaq: AACI) ("Armada 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 $1 billion in gross proceeds, including $200 million from SBI and additional investments from Ripple, Rippleworks (an independent charitable foundation supporting social impact ventures globally), 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: A First-of-Its-Kind Treasury Vehicle
Evernorth is designed to provide investors with simple, liquid, and transparent exposure to XRP through a publicly listed vehicle. Unlike a passive ETF, Evernorth seeks to grow XRP per share over time by participating in institutional lending, liquidity provisioning, and DeFi (decentralized finance) yield opportunities.

XRP presents a compelling opportunity as one of the few digital assets with a recognized regulatory framework in the U.S. and a proven use case in powering global payments. With over a decade of uptime, deep liquidity, and a growing DeFi ecosystem, XRP is uniquely positioned for growth and broader institutional adoption. Evernorth's model is built to harness this moment: offering investors not only exposure to XRP's price, but also the upside of active treasury growth and ecosystem participation.

"Evernorth is built to provide investors more than just exposure to XRP's price," said Asheesh Birla, CEO of Evernorth. "As we capitalize on existing TradFi yield generation strategies and deploy into DeFi yield opportunities, we also contribute to the growth and maturity of that ecosystem. This approach is designed to generate returns for shareholders while supporting XRP's utility and adoption. It's a symbiotic model: our strategy is designed to align with the growth of the XRP ecosystem."

Leadership & Governance
Evernorth is led by Chief Executive Officer 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 Chief Financial Officer Matthew Frymier, Chief Operating Officer 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. Ripple, the leading provider of digital asset infrastructure for the enterprise, is a strategic investor, and Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are expected to serve as strategic advisors, supporting alignment with the XRP ecosystem while ensuring operational independence.

"Ripple has long championed XRP for its utility as a global asset for the efficient settlement of payments around the world. Evernorth is deeply aligned with that mission, bringing more use cases, participation, and confidence to the XRP ecosystem," said Brad Garlinghouse, CEO of Ripple. "Having worked alongside Asheesh for many years, I'm fully confident in his and the team's ability to take XRP's presence in capital markets to the next level with Evernorth."

Transaction Details
The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in Q1 2026, subject to customary closing conditions and shareholder approvals.

In addition to its vision to build one of the largest institutional XRP treasuries in the world, Evernorth plans to deploy resources toward advancing the XRP ecosystem more broadly. This includes:

• Validator Participation and Network Security: Operating XRP validators to strengthen the resilience and decentralization of the ledger.
• DeFi Integration: Leveraging Ripple's RLUSD stablecoin as an on-ramp into XRP-based decentralized finance, enabling yield opportunities and broader adoption of XRP as collateral.
• Market Development: Providing liquidity and participating in projects that expand XRP's real-world utility across payments, capital markets, and tokenized assets.

Evernorth's strategy is designed not only to accumulate XRP as a reserve asset but also to act as a long-term catalyst for the adoption and institutionalization of the XRP Ledger.

In connection with the closing of the transaction, 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.

Advisors
Citigroup Global Markets Inc. 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, LLC, and Northland Securities, Inc., are serving as financial advisors and capital markets advisors to Armada Acquisition Corp II.

Davis Polk & Wardwell LLP is serving as legal counsel to Evernorth and Ripple. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Citigroup. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Armada Acquisition Corp II.

About Evernorth
At closing, Evernorth will be a publicly traded digital asset treasury that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Unlike ETFs, Evernorth intends to actively grow its XRP per share through a mix of institutional and DeFi yield strategies, ecosystem participation, and capital markets activities.

About Ripple
Ripple is the leading provider of digital asset infrastructure for financial institutions—delivering simple, compliant, reliable software that reduces friction and enhances innovation in global finance. Ripple's solutions leverage the XRP Ledger, the digital assetXRP, and the stablecoin Ripple USD (RLUSD) to power blockchain use cases at scale. With a proven track record working alongside regulators and policymakers around the world, Ripple's payments, custody and stablecoin solutions are pioneering the digital asset economy—building credibility and trust in enterprise blockchain. Together with customers, partners and leading crypto businesses, we are transforming the way the world moves, stores, and exchanges value.

About Arrington Capital
Arrington Capital is a digital asset management firm primarily focused on blockchain-based capital markets. The firm, co-founded in 2017 by TechCrunch and CrunchBase founder Michael Arrington, has invested in hundreds of startups around the world. Arrington Capital is a seasoned, international team composed of Silicon Valley veterans and operators with deep venture capital experience and crypto native roots. Arrington XRP Capital Fund, LP is the SPAC sponsor for Armada Acquisition Corp II (Nasdaq: AACI).  Additionally, Rippleworks' investment in this PIPE transaction will be done through the Arrington XRP Capital Fund, LP.

About Armada Acquisition Corp. II
Armada II is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. Armada II was founded on October 3, 2024.

Additional Information and Where to Find It

Armada II and Evernorth intend to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as may be amended, the "Registration Statement"), which will include a preliminary proxy statement of Armada II and a prospectus of Evernorth (the "Proxy Statement/Prospectus") in connection with the proposed business combination (the "Business Combination"), the private placements of securities in connection with the Business Combination (the "Private Placement Transactions") and the other transactions contemplated by the Business Combination Agreement and/or as described in this press release (together with the Business Combination and the Private Placement Transactions, the "Proposed Transactions"). The definitive proxy statement and other relevant documents will be mailed to shareholders of Armada II as of the record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Armada II and/or Evernorth will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF ARMADA II AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH ARMADA II'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ARMADA II, PATHFINDER DIGITAL ASSETS, EVERNORTH AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by Armada II and Evernorth, without charge, once available, on the SEC's website at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191^st St., Suite 52895, Miami, Florida 33179-52895; e-mail: [email protected], or to: Evernorth Holdings Inc., 600 Battery St, San Francisco, CA 94111, email: [email protected].

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION, OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The securities to be issued by Evernorth and the units to be issued by Pathfinder Digital Assets LLC ("Pathfinder"), in each case, in connection with the Proposed Transactions, have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Participants in the Solicitation

Armada II, Evernorth, Pathfinder and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Armada II shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Armada II's securities is, or will be, contained in Armada II's filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Armada II shareholders in connection with the Business Combination, including the names and interests of Pathfinder and Evernorth's directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by Armada II and Evernorth with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Armada II, Pathfinder or Evernorth, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the Business Combination between Armada II and Evernorth; the anticipated benefits and timing of the transaction; expected trading of the combined company's securities on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from investments; the anticipated use of proceeds from such investments; the building of the world's leading institutional XRP treasury; the amount of XRP expected to be held by the combined company; the combined company's future financial performance, the ability of the combined company to execute its business strategy, its market opportunity and positioning; expectations regarding institutional and retail adoption of XRP and participation in DeFi yield strategies; the combined company's contributions to the growth and maturity of the ecosystem, using an approach designed to generate returns for shareholders, supporting XRP's utility and adoption, alignment with the growth of the XRP ecosystem, and becoming the leading institutional vehicle for XRP; management ensuring operational independence, taking XRP's presence in capital markets to the next level, and other statements regarding management's intentions, beliefs, or expectations with respect to the combined company's future performance, are forward-looking statements.

 Forward-looking statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "will," "would," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on the current expectations and assumptions of Armada II and Evernorth and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against Armada II, Evernorth, the combined company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to obtain shareholder approval or satisfy other closing conditions; (4) the inability to complete the Private Placement Transactions, (5) changes to the structure, timing, or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current plans and operations; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to build and manage an institutional XRP treasury, execute DeFi yield strategies, and drive institutional adoption of XRP; (9) changes in market, regulatory, political, and economic conditions affecting digital assets generally or XRP specifically; (10) the costs related to the Proposed Transactions and those arising as a result of becoming a public company; (11) the level of redemptions of Armada II's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of securities of Armada II or of Evernorth; (12) the volatility of the price of XRP and other digital assets, the correlation between XRP's price and the value of Evernorth's securities, and the risk that the price of XRP may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; (13) risks related to increased competition in the industries in which Evernorth will operate; (14) risks related to changes in U.S. or foreign laws and regulations applicable to digital assets or securities; (15) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, or other macroeconomic conditions; (16) the risk of being considered to be a "shell company" by any stock exchange on which Evernorth securities will be listed or by the SEC, which may impact the ability to list Evernorth's securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (17) the outcome of any potential legal proceedings that may be instituted against the Pathfinder, Armada II, Evernorth or others following announcement of the Business Combination; and (18) other risks detailed from time to time in Armada II's filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Business Combination.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the final prospectus of Armada II dated May 20, 2025 and filed by Armada II with the SEC on May 21, 2025, Armada II's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, and the Registration Statement and Proxy Statement/Prospectus that will be filed by Evernorth and Armada II, and other documents filed by Armada II and Evernorth from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this press release.

Media Contact:
Prosek Partners for Evernorth
pro-XRP@prosek.com

 

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SOURCE Evernorth Holdings Inc.