On Sept. 30, shareholders of Armada Acquisition Corp. II will vote on a Nasdaq merger with Evernorth Holdings. The deal would authorize the XRP treasury company to issue up to 10 billion shares as part of its core strategy to maximize XRP holdings per share.
A filing with the U.S. Securities and Exchange Commission (SEC) outlines that the proposed charter authorizes 7.4 billion Class A shares, 2.4 billion Class C shares, 100 million Class B shares, and 100 million preferred shares.
The merger transaction itself only involves approximately 34.5 million Class A shares and 11.5 million warrants. This leaves Evernorth with vast unissued share capacity once the deal is finalized.
This unused capacity is central to Evernorth’s overarching strategy, which evaluates success using a “XRP per share” metric. The firm anticipates entering the public market holding over 473.3 million XRP. It intends to boost this per-share figure through capital market transactions, institutional and decentralized finance (DeFi) yield strategies, and active involvement in the broader XRP ecosystem.
The SEC approved Evernorth’s registration statement on Aug. 27, allowing Armada shareholders of record as of Aug. 20 to vote on the transaction. Should the merger receive approval and satisfy remaining closing requirements, the newly combined entity intends to trade on Nasdaq under the ticker symbol XRPN.
Flexible Capital Structure Raises the XRP-Per-Share Hurdle
Having a massive pool of authorized yet unissued shares gives Evernorth the room to raise capital post-listing. However, issuing new shares raises the bar for success: the company must acquire significantly more XRP to ensure its XRP-per-share metric continues to climb.
This 10 billion-share framework is detailed in Proposal 5A, a non-binding advisory organizational proposal presented alongside the merger vote. Approval of this proposal does not obligate Evernorth to issue all of these shares.
Nevertheless, the setup provides the company with far more share capacity than required for the initial merger. This gives management the flexibility to tap equity markets in the future to purchase more XRP or fund other strategic initiatives.
Consequently, the terms of any future share issuance will be critical. While selling stock to buy more XRP expands the absolute size of the treasury, the XRP-per-share metric will only rise if the growth in token holdings outpaces the increase in outstanding shares.
Evernorth has frequently pointed to capital markets activity as a key mechanism for driving XRP-per-share growth. CEO Asheesh Birla noted that some of the yield generated from the company’s initiatives could be reinvested into the treasury to buy more XRP, keeping the focus on maximizing value per share for investors.
While this model provides a powerful growth engine during favorable market conditions, it also introduces dilution risks. If the company issues equity at low valuations, the resulting capital may not buy enough XRP to make the transaction accretive on a per-share basis.
Generating Additional XRP From Existing Treasury Assets
Since raising equity capital does not guarantee per-share growth, Evernorth plans to generate organic returns by deploying parts of its treasury into DeFi strategies, liquidity provision, and institutional lending.
Operating as an actively managed XRP treasury, the firm plans to reinvest the yields generated by these operations into purchasing more XRP.
When the merger was first announced, Evernorth highlighted institutional lending, liquidity provision, and DeFi yield generation as core components of its long-term plan to increase XRP per share.
Since then, the strategy has grown to encompass infrastructure projects designed to facilitate institutional XRP deployment.
In January, Evernorth partnered with Doppler Finance to investigate treasury-management products and structured liquidity deployment on the XRP Ledger, aiming to create pathways for institutions to deploy XRP on-chain at scale.
Additionally, the company plans to integrate the proposed XLS-66 XRP Lending Protocol as a foundational element of its digital asset operations.
Designed to allow token holders to deposit XRP into single-asset vaults to fund fixed-term institutional loans, the protocol could provide a native yield source for XRP.
However, XLS-66 is still in development, meaning this portion of Evernorth’s yield strategy relies on infrastructure that is not yet fully functional.
Evernorth has also looked into automated treasury management. A partnership announced with t54 aims to develop AI-driven infrastructure to monitor decentralized protocols, execute yield strategies, manage liquidity, and assess risks across its XRP holdings.
These active strategies could expand the XRP treasury without causing share dilution, offering an alternative path to boosting XRP per share. However, they also introduce risks not associated with a simple buy-and-hold strategy, such as protocol vulnerabilities, liquidity issues, counterparty failures, and borrower defaults.
Tying Treasury Growth to the Broader XRP Ecosystem
Evernorth is also linking its long-term performance to the expansion of the broader XRP infrastructure, branching out into tokenized assets, credit markets, liquidity provision, and validator operations.
The firm’s roadmap includes running XRP Ledger validators, utilizing Ripple’s RLUSD stablecoin to engage in XRP-based DeFi, and supplying liquidity to initiatives in payment processing, capital markets, and asset tokenization.
This ecosystem participation serves a dual purpose: lending and liquidity activities can generate direct revenue to build up the treasury, while infrastructure investments help expand the markets where Evernorth can deploy its XRP over time.
As the market evolves, Evernorth has sharpened its focus on institutional on-chain finance. On Aug. 27, Birla stated that tokenized assets, on-chain credit markets, and settlement networks require significant capital to scale, and noted that Evernorth intends to supply that capital post-listing.
This sets up a complex challenge for the firm following the shareholder vote. Evernorth’s financial performance will remain highly sensitive to the price of XRP, while its active treasury management introduces execution risks across lending, DeFi, liquidity provision, and ecosystem projects.
While the 10 billion-share authorization provides management with ample capital-raising capacity to fund these goals if the merger is finalized, the ultimate benefit to shareholders hinges on a simple equation: can Evernorth grow its total XRP holdings faster than its fully diluted share count?
