Ripple and Kraken back SPAC in bid to build $1 billion XRP public treasury

A newly formed company in Nevada has announced that it will go public and build what it calls a large, publicly traded XRP treasury through a merger with a blank check company.

Evernorth Holdings revealed the project in a press release on Monday, saying it has signed a business combination agreement with Armada Acquisition Corp II (AACI). If the deal goes through, the combined company is expected to retain the Evernorth name and “is expected” to trade on Nasdaq under XRPN. The companies are targeting the first quarter of 2026, subject to shareholder approval and listing requirements.

Deal Overview and Financing

The release said the transaction is expected to generate more than $1 billion in gross proceeds, including a $200 million commitment from SBI. Other backers listed include Ripple, Rippleworks, Pantera Capital, Kraken and GSR, with participation from Ripple co-founder Chris Larsen.

Evernorth says the majority of the net proceeds will be used to purchase XRP on the open market to build institutional treasury, with the remainder intended for working capital and transaction expenses. Class A shares of AACI that are not repurchased would be converted, one for one, into Class A shares of Evernorth at closing.

How the vehicle is positioned

Evernorth presents itself as a public vehicle providing straightforward exposure to XRP while actively seeking to grow XRP per share over time. Rather than passively tracking the asset, the company says it plans to lend to institutions, provide liquidity, and participate in decentralized finance strategies to generate returns.

“Evernorth is designed to provide investors with more than just exposure to the price of XRP,” said CEO Asheesh Birla. “As we capitalize on traditional yield opportunities and deploy into DeFi where appropriate, we intend to help mature this ecosystem. Our goal is to create returns for shareholders while strengthening the utility of XRP.”

Beyond the treasury business, the company announced plans to run validators on the XRP Ledger and use Ripple’s RLUSD stablecoin as an on-ramp to XRP-based DeFi. It also highlights projects aimed at supporting projects focused on payments, capital markets and tokenized assets. These initiatives, such as listing and capital increase, are dependent on transaction closing and market conditions.

People and governance

Birla, a former senior executive at Ripple, will lead a team that includes Chief Financial Officer Matthew Frymier, Chief Operating Officer Meg Nakamura, Chief Legal Officer Jessica Jonas and Chief Commercial Officer Sagar Shah, according to the announcement.

Ripple is described as a strategic investor, and Ripple executives Brad Garlinghouse, Stuart Alderoty and David Schwartz are expected to serve as strategic advisors. Evernorth says it will maintain independent governance.

“Having worked alongside Asheesh for many years, I have full confidence in his and his team’s ability to take XRP’s presence in the capital markets to the next level,” Garlinghouse said in the release.

What comes next

Both boards approved the deal, the companies said. The outcome now depends on shareholder votes, potential buyouts, regulatory review and execution of the financing plan outlined in the announcement. Once completed, XRPN would provide public market investors with exposure to the price of XRP as well as any additional returns the company can generate through lending, liquidity, and participation in DeFi.

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