XRP treasury firm Evernorth to start Nasdaq trading Oct. 12 after 80% of SPAC public shares redeemed

Evernorth Holdings, an XRP treasury company that was a wholly owned subsidiary of Ripple, completed its merger with special purpose acquisition company (SPAC) Armada Acquisition Corp. II on Oct. 9, U.S. time. In a Form 8-K filed with the U.S. Securities and Exchange Commission the same day, the company said its Class A common stock and warrants will trade on Nasdaq from Oct. 12 under the symbols XRPN and XRPNW. Nasdaq opens at 10:30 p.m. KST on Oct. 12.

The deal closed about a year after the business combination agreement was signed on Oct. 19, 2025. SPAC shareholders approved the merger at an extraordinary general meeting on Sept. 30. In an Oct. 6 filing, Evernorth said that, due to an "administrative delay," closing was expected on or about Oct. 9. One business day before closing, on Oct. 8, the SPAC moved its domicile from the Cayman Islands to Delaware and renamed itself Arrington Capital SPAC I.

Four of every five SPAC public shares were redeemed

Holders of SPAC public shares can hand back their stock before a merger and take cash from the trust account. According to the filing, 18,463,753 shares, about 80.3% of the shares with redemption rights, were redeemed at roughly $10.58 each, for a total of about $195.39 million. The remaining 4,536,247 public shares were converted into Evernorth Class A stock, and about $47.6 million was released from the trust account to the company.

Separately raised funds came in alongside the merger. Investors who subscribed in advance put in about $214.05 million in cash and 600,000 XRP, while investors who paid at closing contributed $10.5 million in cash and 200,000 XRP. After closing, Evernorth had 22,268,905 Class A shares held by 21 holders of record and 11,739,645 warrants outstanding. Each warrant can be exercised for one Class A share at $11.50. The SPAC's stock has used the XRPN ticker since Oct. 30, 2025, and the combined company's shares now inherit it.

Lower XRP price meant fewer shares for contributors

Many contributors paid in XRP rather than cash. Ripple contributed 126,791,458 XRP, SPAC sponsor Arrington XRP Capital Fund contributed 211,319,096 XRP, and the Larsen Lam Children's Remainder Trust, an investor affiliated with Ripple, contributed 50 million XRP. In return, Ripple received 18,139,927 company units. Evernorth's website says the XRP it has purchased or that has been committed exceeds 473,276,430 as of November 2025.

The number of shares issued was recalculated using the ratio between the XRP price at signing, $2.36609, and the three-day average before closing, $1.43069. With the reference price about 40% lower, contributors received correspondingly fewer shares for the same amount of XRP. The number of shares the sponsor forfeited for cancellation without consideration was also determined using this ratio, eliminating 230,694 Class A shares, 4,544,672 Class B shares and 115,347 warrants. The company also said XRP's lowest price on Coinbase between July 1 and the closing date was $0.99, which would have resulted in an additional impairment (a write-down recorded as a loss when an asset loses value) of $6.9 million from June 30.

Japan's SBI is the top holder, and Evernorth points to Korea

According to the filing, the largest holder of Class A stock is a group of entities controlled by Japan's SBI Holdings, a company listed on the Tokyo Stock Exchange, with 39.9%. Arrington XRP Capital Fund holds 19.9%. Ripple holds 7.1%, and Chris Larsen, Ripple's controlling shareholder, may be deemed to beneficially own 9.9%, combining Ripple's stake and the Larsen Lam Children's Remainder Trust's stake. Following the merger, Evernorth ceased to be a wholly owned subsidiary of Ripple and became a related party of Ripple. Chief Executive Officer Asheesh Birla signed the filing.

In an Oct. 7 post on X, Evernorth cited Upbit and Bithumb data showing that from Jan. 1 to Sept. 23 this year, XRP exceeded both bitcoin and ether in won-denominated spot trading volume on 181 of 266 days. The post also said Birla is heading to Korea Blockchain Week and XRP Seoul.

A day before the Nasdaq debut, XRP at 1,894 won on Upbit

As of about 12:30 p.m. KST on Oct. 11, XRP traded at 1,894 won on Upbit's Korean won market, down 0.99% from the previous day's close. At the same time, Binance's price was $1.3933, below the merger's reference price. The kimchi premium (the gap between prices on Korean exchanges and global markets), measured against Binance's price converted into won, was about 1.3%, and the Binance futures funding rate was 0.0056%.