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SEC Clears Evernorth S-4, Advancing Vote on Nasdaq-Listed XRP Treasury

SEC effectiveness allows Armada to mail proxy materials for a Sept. 30 shareholder vote that will decide whether the combined company lists on Nasdaq as an actively managed XRP treasury.

Overview

  • The SEC declared Evernorth’s Form S-4 effective on August 27, enabling Armada Acquisition Corp. II to distribute definitive proxy materials and schedule a virtual shareholder vote on September 30.
  • If shareholders approve the merger and Nasdaq accepts the listing, the combined company would launch under the ticker XRPN with roughly 473 million XRP reported at closing.
  • Evernorth and its backers expect the deal to generate over $1 billion in gross proceeds but warned that public shareholder redemptions and closing adjustments could materially reduce available cash.
  • Major investors including Ripple, SBI Group, Pantera Capital, Kraken, GSR and Arrington provided commitments or token contributions, with Ripple contributing more than 126.7 million XRP to support the planned treasury.
  • Management says it will actively deploy the XRP treasury through lending, liquidity provisioning and other XRPL-based strategies to grow XRP-per-share, a plan that raises custody, counterparty and smart-contract risks for investors.