Ripple and Kraken Back SPAC Aims to Build $1B Public XRP Treasury

A newly incorporated Nevada company says it will go public and build what it calls a large, publicly traded xrp box through a merger with a blank check company.

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

Agreement summary and financing

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

Evernorth says most of the net proceeds will be used to buy xrp on the open market to build an institutional treasury, with the rest earmarked for working capital and deal expenses. Class A shares of AACI that are not redeemed will convert one-for-one into Class A shares of Evernorth at closing.

How the vehicle is positioned

Evernorth presents itself as a public vehicle that offers simple exposure to XRP while actively seeking to grow xrp per share over time. Instead of passively tracking the asset, the company says it plans to lend to institutions, provide liquidity and participate in decentralized financing strategies to generate returns.

“Evernorth is built to give investors more than just exposure to XRP’s price,” said CEO Asheesh Birla. “As we leverage traditional return opportunities and deploy in DeFi when appropriate, we intend to help mature that ecosystem. Our goal is to create returns for shareholders while enhancing XRP’s utility.”

In addition to treasury activity, the company says it intends to run validators on the XRP Ledger and use Ripple’s RLUSD stablecoin as an on-ramp for XRP-based DeFi. It also highlights plans to support projects focused on payments, capital markets and tokenized assets. These initiatives, such as the IPO and capital raising, depend on the closing of the transaction and on market conditions.

People and governance

Birla, a former top executive at Ripple, will lead a team that includes CFO Matthew Frymier, COO Meg Nakamura, Chief Legal Officer Jessica Jonas and Chief Business Officer Sagar Shah, according to the announcement.

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

“Having worked with Asheesh for many years, I am fully confident in his and the 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 result now revolves around shareholder votes, potential redemptions, legislative review and execution of the financing plan outlined in the announcement. If implemented, XRPN will give public market investors exposure to XRP’s price plus any incremental returns the company may generate through lending, liquidity and DeFi participation.

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