Shareholders of Armada Acquisition Corp. II are scheduled to vote on Sept. 30 regarding Evernorth Holdings’ Nasdaq merger. The transaction would grant the XRP treasury firm approval for a maximum of 10 billion shares as it focuses on expanding its XRP per share metric.
As detailed in a filing with the US Securities and Exchange Commission (SEC), the proposed corporate charter provides for the authorization of 7.4 billion Class A shares, 100 million Class B shares, 2.4 billion Class C shares, and 100 million preferred shares.
The business combination itself encompasses up to approximately 34.5 million Class A shares and 11.5 million warrants, which leaves Evernorth with significant unallocated capacity following the completion of the merger.
This remaining capacity lies at the core of a broader strategy that Evernorth measures by XRP per share. The business anticipates entering the public markets holding over 473.3 million XRP, with ambitions to boost the amount credited to shareholders through capital markets initiatives, institutional and decentralized finance yield methods, and engagement across the broader XRP ecosystem.
Notably, the SEC greenlit Evernorth’s registration statement on Aug. 27, enabling Armada shareholders of record as of Aug. 20 to vote on the merger. Assuming the deal gains approval and remaining closing conditions are satisfied, the merged enterprise plans to trade on Nasdaq under the ticker symbol XRPN.
Evernorth’s capital flexibility raises the XPS hurdle
While the expansive pool of authorized yet unissued stock grants Evernorth the capacity to raise funds post-listing, every new share issued simultaneously raises the threshold of XRP the firm must acquire to maintain growth in its XRP-per-share figure.
The 10 billion-share framework is outlined in Proposal 5A, which is one among several advisory organizational-document proposals presented alongside the vote on the business combination. Because this proposal is non-binding, obtaining authorization does not obligate Evernorth to issue the full volume of available shares.
Nonetheless, the proposed framework leaves the organization with far greater issuance headroom than the shares tied to the initial transaction. This grants leadership the agility to tap equity markets again if management identifies favorable conditions to acquire additional XRP or fund other facets of its business plan.
Consequently, the conditions attached to any future share issuances are vital for expanding the target metric. Securing cash to purchase XRP enlarges the overall treasury, but the XRP-per-share metric will only improve if the company’s token holdings scale adequately in proportion to the expanded share count.
Evernorth has repeatedly pointed to capital markets participation as a key mechanism for driving up XRP per share. Furthermore, CEO Asheesh Birla has noted that a portion of the yields generated through company operations could be funneled back into the treasury to buy more XRP, keeping the maximization of XRP per share as the primary objective for investors.
While this framework provides Evernorth with an extra growth engine when public market conditions are robust, it introduces dilution risks during downturns—particularly if equity is issued at valuations that fail to deliver an accretive boost to XRP holdings.
Evernorth wants its XRP to generate more XRP
Because relying solely on capital raising cannot guarantee growth in XRP per share, Evernorth intends to deploy parts of its existing treasury into institutional lending, liquidity provision, and DeFi initiatives.
The business characterizes its model as an actively managed XRP treasury, where returns generated from these financial activities can potentially be reinvested into more XRP.
When the transaction was first announced, Evernorth stated that yield-seeking opportunities spanning institutional lending, liquidity provision, and decentralized finance would play a central role in its long-term plan to elevate XRP per share.
That initial strategy has since evolved to encompass infrastructure specifically tailored for institutional deployment of XRP.
Back in January, Evernorth teamed up with Doppler Finance to investigate structured liquidity deployment and treasury-management tools on the XRP Ledger, including frameworks designed to enable institutional investors to put XRP to work on-chain at scale.
Additionally, the firm has signaled its intention to utilize the proposed XLS-66 XRP Lending Protocol as a fundamental pillar of its digital asset strategy.
Engineered to allow XRP holders to deposit tokens into single-asset vaults that back fixed-term loans for institutional borrowers, the protocol aims to establish a native yield stream for XRP assets.
Because XLS-66 is still under construction, however, execution of this particular yield approach remains tied to infrastructure that is not yet fully functional.
Evernorth has also pursued automated treasury management. A partnership unveiled with t54 involved exploring AI-driven infrastructure to oversee protocols, run yield-generation tactics, handle liquidity, and evaluate risk across its XRP operations.
While these operations can accumulate additional XRP for the treasury without requiring new share issuances—thus offering another path to a higher XRP-per-share ratio—they simultaneously introduce risks absent from a simple buy-and-hold approach, including borrower default, counterparty failure, liquidity pinches, and vulnerabilities within on-chain protocols.
XRP ecosystem becomes part of Evernorth’s treasury bet
Beyond its core treasury, Evernorth is tying its long-term performance to the maturation of infrastructure built around XRP, expanding its focus into validation, liquidity venues, credit markets, and tokenized assets.
The company has laid out plans to run XRP Ledger validators, leverage Ripple’s RLUSD stablecoin to engage with XRP-centric DeFi, and supply liquidity to initiatives operating across payments, capital markets, and tokenized assets.
Such involvement serves a dual purpose: lending and liquidity ventures can generate direct financial returns for the treasury, while infrastructure investments broaden the operational landscape where Evernorth can put its XRP to work over time.
As opportunities within institutional on-chain finance mature, the company has concentrated increasingly on this sector. On Aug. 27, Birla observed that tokenized assets, on-chain credit systems, and settlement rails require scaling capital, positioning Evernorth to supply that funding following its public debut.
This dynamic establishes a broader test for the enterprise following the upcoming shareholder vote. While Evernorth’s results will remain tightly correlated with the market price of XRP, its active management strategy introduces operational risks associated with lending, decentralized finance, liquidity markets, and ecosystem investments.
Ultimately, securing the 10 billion-share authorization will grant leadership ample room to bankroll these ambitions if the merger goes through. Whether this flexibility ultimately serves existing shareholders will hinge on a straightforward calculation: can Evernorth scale its XRP reserves at a pace that outstrips its fully diluted share count?
