Evernorth to Go Public With Over $1 Billion in Gross Proceeds (20 Oct)

Evernorth to Trade on Nasdaq Under Ticker "XRPN"

SAN FRANCISCO, Oct. 20, 2025 – Evernorth Holdings Inc., a newly formed Nevada corporation designed to facilitate the institutional adoption of XRP, today announced its public launch and the execution of a business combination agreement with Armada Acquisition Corp II (Nasdaq: AACI), 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 listing requirements.

The transaction is anticipated to generate over $1 billion in gross proceeds. This includes $200 million from SBI and additional investments from Ripple, Rippleworks (an independent charitable foundation dedicated to supporting social impact ventures globally), and prominent digital asset and fintech leaders and investors such as Pantera Capital, Kraken, and GSR, with participation from Ripple co-founder Chris Larsen, among others. The net proceeds will primarily be utilized for open-market purchases of XRP to establish the world's leading institutional XRP treasury. A portion of the proceeds will also be allocated to working capital, general corporate purposes, and transaction expenses.

Evernorth: A Pioneering Treasury Vehicle

Evernorth is structured to offer investors straightforward, liquid, and transparent exposure to XRP through a publicly listed entity. Differing from a passive ETF, Evernorth aims to increase its XRP per share value over time by engaging in institutional lending, liquidity provisioning, and decentralized finance (DeFi) yield opportunities.

XRP presents a significant opportunity, being one of the few digital assets with a recognized regulatory framework in the U.S. and a demonstrated use case in facilitating global payments. With over a decade of uninterrupted operation, substantial liquidity, and a developing DeFi ecosystem, XRP is strategically positioned for growth and wider institutional adoption. Evernorth's model is designed to capitalize on this momentum, providing investors not only with exposure to XRP's price but also with the potential upside from 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 and Governance

Evernorth is led by Chief Executive Officer Asheesh Birla, who possesses extensive experience at the intersection of digital assets and global payments. Asheesh previously held a senior executive role at Ripple, where he played a crucial role in building and scaling the company's cross-border payments business into a leading blockchain-based financial services platform. His background spans both traditional financial services and crypto-native innovation, positioning him to guide Evernorth as it becomes the premier institutional vehicle for XRP.

The leadership team also includes Chief Financial Officer Matthew Frymier, Chief Operating Officer Meg Nakamura, Chief Legal Officer Jessica Jonas, and Chief Business Officer Sagar Shah, who collectively bring significant capital markets and financial management expertise.

The company operates with independent governance. Ripple, a key provider of digital asset infrastructure for enterprises, is a strategic investor. Ripple executives Brad Garlinghouse, Stuart Alderoty, and David Schwartz are expected to serve as strategic advisors, ensuring alignment with the XRP ecosystem while maintaining 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 business combination, unanimously approved by the Boards of Directors of both companies, is projected to close in the first quarter of 2026, contingent upon customary closing conditions and shareholder approvals.

In addition to its objective of building one of the world's largest institutional XRP treasuries, Evernorth plans to allocate resources towards the broader advancement of the XRP ecosystem. This includes:

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  Validator Participation and Network Security: Operating XRP validators to enhance the ledger's resilience and decentralization.
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  DeFi Integration: Utilizing Ripple's RLUSD stablecoin as an on-ramp into XRP-based decentralized finance, creating yield opportunities and fostering broader adoption of XRP as collateral.
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  Market Development: Providing liquidity and participating in initiatives 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 serve as a long-term catalyst for the adoption and institutionalization of the XRP Ledger.

Upon the transaction's closing, each Class A share of Armada II that has not been redeemed for cash in accordance with its organizational documents will convert into Class A shares of Evernorth on a one-for-one basis.

Advisors

Citigroup Global Markets Inc. acted 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 providing 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 acting as legal counsel to Armada Acquisition Corp II.

About Evernorth

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

About Ripple

Ripple is a leading provider of digital asset infrastructure for financial institutions, delivering straightforward, compliant, and reliable software that reduces friction and enhances innovation in global finance. Ripple's solutions utilize the XRP Ledger, the digital asset XRP, and the stablecoin Ripple USD (RLUSD) to power blockchain use cases at scale. With a proven history of collaboration with regulators and policymakers worldwide, Ripple's payments, custody, and stablecoin solutions are pioneering the digital asset economy, building credibility and trust in enterprise blockchain. Together with its customers, partners, and leading crypto businesses, Ripple is 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 globally. Arrington Capital comprises a seasoned, international team of Silicon Valley veterans and operators with extensive 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 made through the Arrington XRP Capital Fund, LP.

About Armada Acquisition Corp. II

Armada II is a special purpose acquisition company established with the purpose of completing 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 a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"). This document 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 related to the Business Combination (the "Private Placement Transactions"), and other transactions contemplated by the Business Combination Agreement or described in this press release (collectively, the "Proposed Transactions"). The definitive proxy statement and other relevant documents will be mailed to Armada II shareholders as of the record date established for voting on the Business Combination and other matters detailed in the Proxy Statement/Prospectus. Armada II and/or Evernorth will also file additional documents regarding the Proposed Transactions with the SEC. This press release does not contain all information that should be considered regarding the Proposed Transactions and is not intended as a basis for any investment or other decision concerning 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 ANY AMENDMENTS THERETO, AS WELL AS THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH ARMADA II'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS. THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ARMADA II, PATHFINDER DIGITAL ASSETS, EVERNORTH, AND THE PROPOSED TRANSACTIONS. Investors and security holders will 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, free of charge, once available, on the SEC's website at www.sec.gov, or by directing a request to: Armada Acquisition Corp. II, 382 NE 191st St., Suite 52895, Miami, Florida 33179-52895; e-mail: finance@arringtoncapital.com, or to: Evernorth Holdings Inc., 600 Battery St, San Francisco, CA 94111, email: finance@evernorth.xyz.

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 connection with the Proposed Transactions, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). These securities may not be offered or sold in the United States without 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, along with information regarding their interests in the Business Combination and their ownership of Armada II's securities, is or will be included in Armada II's filings with the SEC. Additional information regarding the interests of individuals who may 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 Armada II and Evernorth expect to file with the SEC. Investors and security holders can obtain free copies of these documents as described above.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute a proxy statement or a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Transactions. It does 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. Furthermore, there will be no sale of any such securities in any state or jurisdiction where such offer, solicitation, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus that meets the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel regarding the applicable requirements for a purchaser to avail themselves of any exemption under the Securities Act.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of U.S. federal securities laws concerning the Proposed Transactions and the parties involved. All statements 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; the 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 establishment 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's assurance of operational independence; and the advancement of XRP's presence in capital markets, are forward-looking statements.

Forward-looking statements are often identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "will," "would," and similar expressions. However, the absence of these words does not necessarily mean 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 circumstance 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, reduce the liquidity of the trading market, and/or impact the quotation, listing, or trading of securities of Armada II or 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 thereafter;
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 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 Pathfinder, Armada II, Evernorth, or others following the 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. Readers 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, 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, as well as other documents filed by Armada II and Evernorth with the SEC from time to time. These filings 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 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 place undue reliance on forward-looking statements. None of the parties or their representatives assumes any obligation and does not intend to update or revise these forward-looking statements, each of which is made only as of the date of this press release.