Evernorth Holdings, Inc. and Armada Acquisition Corp. II (Nasdaq: XRPN) said in a company release this morning that the business combination is expected to close on October 7, 2026, with Class A common stock of the combined company expected to begin trading on Nasdaq under ticker XRPN on October 8, 2026 — subject to satisfaction or waiver of remaining closing conditions.
The dated timeline follows Armada’s extraordinary general meeting on September 30, where shareholders approved the condition-precedent proposals for the combination. Armada’s Item 5.07 Form 8-K, filed October 1, records the vote: a quorum of 21,877,045 SPAC common shares (about 69% of shares entitled to vote); Business Combination Proposal 20,514,034 for, 1,362,081 against, 930 abstentions; Merger Proposal 20,514,597 for, 1,362,089 against, 359 abstentions; and Class B-only domestication approved unanimously, 7,880,000 for. Hardwire covered that tally earlier today. Shareholder approval is not closing, and closing is not automatic listing.
Per the October 1 company PR (issued about 8:00 a.m. ET), the combination is expected to raise approximately $300 million in gross cash proceeds before transaction expenses — including about $225 million from related private placements, $30 million of incremental convertible note financing, and approximately $48 million of trust proceeds. Investors have also contributed XRP in kind. At closing, Evernorth is expected to hold approximately 473 million XRP if those contributions land as described. The release states that 100% of both advanced and delayed funders are participating. Named backers in the PR include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR, among others.
After closing, the combined company would operate as Evernorth Holdings, Inc. Armada’s Class A ordinary shares already trade on Nasdaq as XRPN (units XRPNU; warrants XRPNW); the PR points to continued use of XRPN for the combined company’s Class A common stock once closing and listing steps clear. The Block’s same-day report (about 11:17 a.m. ET) restated the Oct. 7 close / Oct. 8 trading expectation and the ~$300 million cash and ~473 million XRP figures from the company materials.
What still sits on the rails: remaining closing conditions in the Business Combination Agreement and related subscription and contribution agreements; whether private-placement and in-kind counterparties fund as committed; final trust cash after redemptions and expenses; and Nasdaq listing clearance for the combined company’s securities. Until a closing 8-K and listing notice land, Oct. 7 and Oct. 8 remain company-expected dates — not completed events.
Key facts
- EGM approvals: Sept. 30, 2026 (Item 5.07 8-K filed Oct. 1)
- Expected close: Oct. 7, 2026 (company PR; subject to remaining conditions)
- Expected Nasdaq Class A trading under XRPN: Oct. 8, 2026 (company PR)
- Expected gross cash at close: ~$300M before expenses ($225M PIPE-related, $30M convertible note, ~$48M trust)
- Expected XRP treasury at close: ~473M XRP (in-kind contributions included; contingent on close and funding)
Sources: PR Newswire; The Block; SEC Form 8-K (Item 5.07); Hardwire morning vote piece.