A newly formed digital asset company backed by Ripple is pursuing an ambitious plan to become the largest publicly traded XRP treasury through a $1 billion SPAC merger, marking a significant milestone for institutional cryptocurrency adoption.
Evernorth Holdings announced Monday it signed a business combination agreement with Armada Acquisition Corp II (Nasdaq: AACI), a special purpose acquisition company.
Upon closing, expected in the first quarter of 2026, the combined entity will trade on Nasdaq under the ticker symbol XRPN.
Billion-Dollar Backing From Industry Giants
The transaction is expected to raise over $1 billion in gross proceeds, featuring an impressive roster of strategic investors that signals growing institutional confidence in XRP's role in digital finance.
SBI Holdings, Ripple's longtime Japanese partner, is committing $200 million to anchor the fundraising effort. Additional investments come from Ripple itself, Rippleworks—an independent charitable foundation — and prominent digital asset firms including Pantera Capital, Kraken, and GSR.
In a significant vote of confidence, Ripple co-founder and Executive Chairman Chris Larsen announced he will personally contribute 50 million XRP — currently worth approximately $122.5 million—to support the initiative. "This is the missing link in XRP capital markets," Larsen stated in a post on X, signaling his conviction in Evernorth's strategic vision.
Active Treasury Model, Not Passive ETF
Unlike traditional exchange-traded funds that simply track asset prices, Evernorth positions itself as an active digital asset treasury designed to grow XRP holdings per share through sophisticated institutional strategies.
The company plans to deploy net proceeds primarily for open-market purchases of XRP, establishing what it describes as the world's largest institutional XRP treasury. But the strategy extends far beyond mere accumulation.
"Evernorth is built to provide investors more than just exposure to XRP's price," said Asheesh Birla, the company's CEO and former RippleNet general manager. "As we capitalize on traditional yield opportunities and deploy into DeFi when appropriate, we intend to help mature that ecosystem."
The active treasury model encompasses institutional lending, liquidity provisioning, and participation in decentralized finance opportunities. Evernorth also plans to operate validators on the XRP Ledger to strengthen network security and leverage Ripple's RLUSD stablecoin as an on-ramp into XRP-based DeFi protocols.
Veteran Leadership Team With Ripple Roots
Birla brings extensive blockchain payments experience to the CEO role, having joined Ripple in 2013 as part of the company's founding team. During his tenure, he led the development of RippleNet's cross-border payment solutions and oversaw the launch of the On-Demand Liquidity product, which uses XRP as a bridge currency for instant fiat settlements.
The executive team includes CFO Matthew Frymier, COO Meg Nakamura, Chief Legal Officer Jessica Jonas, and Chief Business Officer Sagar Shah. While Ripple remains a strategic investor, the company maintains independent governance.
Ripple CEO Brad Garlinghouse, CTO David Schwartz, and CLO Stuart Alderoty are expected to serve as strategic advisers to Evernorth. "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," Garlinghouse said.
Timing Capitalizes on Regulatory Clarity
The announcement comes at a pivotal moment for XRP and Ripple, months after U.S. regulators concluded a lengthy legal battle that accused Ripple of selling unregistered securities to institutional investors. The resolution of that uncertainty has unleashed pent-up institutional interest.
XRP currently ranks as the fifth-largest cryptocurrency by market capitalization according to CoinGecko, with significant momentum following the election of a crypto-friendly administration. The token has surged more than 190% year-to-date, reaching market capitalization levels not seen since early 2018.
"I lost track around how many [asset holding plays] are there around Ethereum," Birla told Reuters, referencing his ambition to mirror the Ethereum ecosystem's institutional infrastructure within XRP networks.
SPAC Resurgence in Crypto Markets
The Evernorth deal represents a resurgence of SPAC activity in the digital asset sector. According to SPACAnalytics.com data cited by Tech Startups, SPACs accounted for 104 of 168 IPOs in the United States in 2025, representing 62% of total initial public offerings.
The special purpose acquisition company structure allows private companies to go public by merging with an existing shell company, bypassing the traditional IPO process. Arrington XRP Capital Fund serves as the SPAC sponsor for Armada Acquisition Corp II, which was founded in October 2024.
Evernorth's public debut follows similar treasury-focused ventures in crypto markets. Earlier this year, reports emerged of plans for a $1.6 billion Ethereum treasury SPAC, suggesting that institutional investors increasingly view cryptocurrency treasuries as viable public market vehicles.
Ecosystem Development Beyond Treasury
Beyond accumulating XRP reserves, Evernorth outlined plans to advance the broader XRP ecosystem through multiple strategic initiatives.
The company intends to strengthen network resilience by operating XRP validators, contributing to the decentralization and security of the ledger. Through integration with Ripple's RLUSD stablecoin, Evernorth aims to create an on-ramp for institutional capital into XRP-based decentralized finance.
Market development efforts will focus on providing liquidity and supporting projects that expand XRP's real-world utility across payments, capital markets, and tokenized assets. "Our goal is to create returns for shareholders while reinforcing XRP's utility," Birla emphasized.
Path to Closing and Regulatory Hurdles
The transaction received unanimous approval from both companies' boards of directors. However, several hurdles remain before the deal closes in Q1 2026.
Armada II shareholders must vote to approve the business combination, with the possibility of redemptions that could reduce available capital. The combined company must satisfy Nasdaq listing requirements and obtain regulatory approvals from the Securities and Exchange Commission.
Each Class A share of Armada II not redeemed for cash will convert one-for-one into Class A shares of Evernorth at closing. The companies plan to file a Registration Statement on Form S-4 with the SEC, which will include detailed proxy materials for shareholder consideration.
Citigroup Global Markets is serving as sole private placement agent and capital markets advisor to Evernorth. Davis Polk & Wardwell represents Evernorth and Ripple, while Wilson Sonsini Goodrich & Rosati serves as counsel to Armada.
Final thoughts
If successful, the XRPN listing could establish a template for institutional cryptocurrency exposure that differs fundamentally from spot ETFs or direct token ownership. The active management approach — combining treasury accumulation, yield strategies, and ecosystem participation—represents a hybrid model between traditional corporate treasuries and crypto-native investment vehicles.
The deal also signals maturation in crypto capital markets infrastructure. With established institutional investors, blue-chip legal counsel, and regulated exchange listing, Evernorth's structure contrasts sharply with the informal token sales and decentralized autonomous organizations that characterized earlier crypto fundraising.
For XRP specifically, the initiative provides a new pathway for institutional allocation that doesn't require direct custody of digital assets or navigation of unregulated exchanges. Public market investors seeking cryptocurrency exposure through traditional brokerage accounts could find XRPN shares an accessible alternative.
Birla indicated the company will hire and build out an investment team, with plans to "look at acquisition opportunities" that strengthen XRP's institutional presence, suggesting Evernorth may pursue industry consolidation alongside organic treasury growth.
As the crypto industry continues integrating with traditional finance, Evernorth's ambitious bet on XRP treasury dominance will test whether institutional capital embraces active digital asset management wrapped in public company structures.