XRP财务投票：Evernorth股东被要求拥有什么

Armada Acquisition Corp. II shareholders meet on September 30 to decide whether to approve a merger built around an XRP treasury. The vote can authorize the deal, but the economic question reaches further: how many coins, how much cash and which claims will sit behind each public share when it closes?

Summary Armada scheduled its shareholder meeting for September 30 at noon Eastern, after a September 28 redemption deadline.

The definitive proxy projects at least 473,276,430 XRP at closing under its stated transaction assumptions.

Ripple’s contributed XRP accounts for 126,791,458 tokens within that planned total.

A separate $30 million convertible financing is conditional on closing and carries a 4% payment-in-kind rate.

The company expects a Nasdaq listing under XRPN if shareholders approve and remaining closing conditions are met.

Armada Acquisition Corp. II’s shareholders are scheduled to vote at noon Eastern on September 30 on a combination with Pathfinder Digital Assets and the Evernorth structure. The definitive proxy statement describes a proposed public company built around a large XRP position. A vote in favor would be a step toward the planned XRPN listing, not evidence that the combined company is already trading or that every projected asset has reached its final closing balance.

The proxy’s expected treasury of at least 473,276,430 XRP is the number most often repeated. It deserves disassembly. Some coins are contributed by Ripple or other transaction parties, some were acquired for cash, and the ultimate public shareholder’s claim also depends on the number of shares outstanding, SPAC redemptions, liabilities and financing. The public company would own the treasury. A buyer of its shares would own corporate equity, not a direct redemption right for a specified amount of XRP.

JUST IN: Evernorth has filed its S-4 registration with the SEC for its proposed business combination with Armada Acquisition Corp. II, aiming to become a Nasdaq-listed XRP treasury company under ticker XRPN pic.twitter.com/O0kVh511FW — crypto.news (@cryptodotnews) April 23, 2026

The meeting had not taken place at this article’s September 30 reporting cutoff. Its stated time is noon Eastern, or 4 p.m. UTC and 9:30 p.m. in India. The text below analyzes what the filed terms require and identifies the disclosures needed after the vote. It does not report an outcome that has not occurred.

The proxy puts a transaction, not a coin, to a vote

Armada shareholders of record as of August 20 were invited to an extraordinary general meeting on September 30, in person and online. The business combination proposal asks them to approve an October 19, 2025 agreement, as amended, involving Armada, Evernorth Holdings as the proposed public company, merger subsidiaries, Pathfinder Digital Assets and Ripple Labs. The legal mechanics involve both a company merger and a SPAC merger. The vote also addresses associated governance and transaction proposals in the proxy.

Approval is conditional, not closing. The company still has to satisfy or waive the applicable conditions, complete the combinations and meet Nasdaq requirements before the proposed ticker represents the new business. The SEC’s effectiveness of the S-4 meant the registration document could support a vote; it was not an SEC endorsement of the value of XRP or the investment merits of XRPN. The company’s transaction announcement used similarly conditional language.

The distinction matters on vote day. A favorable tally is news. A subsequent closing and an actual opening balance sheet are different news. Someone writing that 473 million XRP became available for new corporate buying merely because shareholders voted yes would be counting existing and contributed inventory as a fresh spot-market order.

The earlier crypto.news vote brief established the scheduled event. The feature’s point is what the voter is actually exchanging: a share in a transaction with embedded XRP, cash, dilution, costs and contingent financing. The last four categories can alter the exposure delivered even if the headline coin count barely changes.

The 473 million XRP figure has several sources

The proxy’s projected closing balance is not a single purchase order. Its stated components include a 600,000 XRP advance, a 200,000 XRP delayed contribution, 211,319,096.061435 XRP associated with the sponsor, a 50 million XRP related-party contribution, 126,791,458 XRP contributed by Ripple and 84,365,876.3625 XRP acquired with $214 million at an average $2.53657058. Adding the rounded components yields approximately 473.28 million XRP, with the proxy’s exact presentation controlling where individual decimals differ.

The $214 million acquisition is the component that can be tied most directly to a documented purchase price. Divide $214 million by 84,365,876.3625 XRP and the result is about $2.53657 per coin. The remaining listed components entered the plan through different contribution and transaction routes. Assigning that same cash cost to all 473 million would be inaccurate. So would valuing the entire balance at its historical acquisition cost to infer current corporate assets.

JUST IN: Evernorth files Amendment No. 1 to its S-4 with the SEC, advancing its merger with Armada Acquisition Corp II for a Nasdaq listing under ticker $XRPN as a major public $XRP treasury company pic.twitter.com/dhosBh7fci — crypto.news (@cryptodotnews) April 8, 2026

At a purely illustrative XRP price of $1.50, 473,276,430 XRP would have a market value of about $709.9 million. At $2.50, the same amount would be roughly $1.183 billion. Neither figure is a company valuation. Both omit cash, debt, operating expenses, taxes, warrants and the number of shares. They show why the value of a fixed coin balance can change by hundreds of millions of dollars without a new share being issued or a new XRP being bought.

Ripple’s roughly 126.79 million contributed XRP represents about 26.8% of the projected balance by simple division. The sponsor-related 211.32 million is about 44.6%. Those percentages describe the origins of tokens in the proposed treasury, not necessarily the final percentage ownership of corporate voting stock held by those parties. The proxy sets out separate equity allocations and restrictions. A coin contribution does not automatically carry a one-for-one vote in Evernorth stock.

The composition is the differentiating calculation. About 84.37 million of the 473.28 million XRP, or 17.8%, is explicitly identified in the cited component list as bought with $214 million at a disclosed average price. A story that presents the whole planned balance as $1 billion of imminent XRP spot buying mistakes old holdings and contributed coins for a future market order. It can overstate potential near-term price impact by several times.

Redemptions can remove cash without removing those coins

SPAC shareholders had a September 28 deadline to request redemption of public shares. Redeeming investors receive their prescribed share of the cash held in trust if the transaction proceeds; they give up their public shares and their future claim on the combined company. This is a distinct choice from voting against the combination. The vote and redemption can therefore move in different directions.

Armada’s June 30 report listed about $241.2 million in trust and 23 million shares subject to possible redemption, figures cited in contemporaneous coverage. Those were quarter-end values. They are not a verified September 30 closing cash balance, and the actual number of redemption requests is an additional unknown at this writing. Multiplying June’s shares by a proxy per-share amount to assert a final trust balance would be an invented result.

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The financial mechanism is clear without knowing the final number. If public holders redeem, the trust contributes less cash to the merged company. Depending on the deal’s terms, other financing may offset part of the shortfall, expenses may still be due, and the public float can change. The XRP already contributed or held does not disappear just because a SPAC investor exits for cash. The company’s resources available for future XRP purchases or operations may shrink, however.

An example isolates the effect. Suppose a planned closing started with $200 million of usable cash before a hypothetical $100 million redemption and held 473 million XRP. All else equal, the remaining usable cash would be $100 million and the XRP count would still be 473 million. The example is not a forecast of Armada’s actual figures. It shows why a headline about coin inventory cannot answer the question of what a public shareholder will own.

Redemptions can also change ratios. With fewer public shares, remaining shareholders may have a different share of the combined equity, subject to the issuance of sponsor, PIPE, contributor and other transaction shares. The direction and size require the final capitalization table. A high redemption rate is not automatically good or bad for an individual remaining holder; cash lost, shares retired and alternative capital must be placed in the same calculation.

The redemption count can test confidence in the wrapper

A redemption is sometimes described as a vote of no confidence. That reading is too simple. A SPAC investor may have bought shares at a discount to their trust redemption value and planned to take the cash regardless of the merger’s merits. Another may prefer direct XRP exposure to a corporate security. A third may support the deal and still redeem under the rules. The vote tally and the cash election reveal different preferences.

High redemptions can nevertheless create an operational problem. The trust was intended to deliver cash that a combined company could use for expenses, investments and a liquidity buffer. If many holders take their money out, management may need to rely more on other commitments or financing. A treasury whose principal asset is volatile cannot treat every dollar of marked XRP value as cash for salaries and legal bills. Selling coins to meet expenses can change the investment exposure shareholders thought they were buying.

The percentage of public shares redeemed should be calculated with the correct denominator. The 23 million public shares subject to possible redemption at June 30 are a dated reference. If a future report says 10 million were redeemed, the illustrative ratio against 23 million would be 43.5%, but the authoritative percentage should use the actual eligible shares at the deadline and account for any intervening changes. Until a formal disclosure appears, the numerator remains unknown and the example remains hypothetical.

Cash per remaining public share is a separate measure. One cannot take the old $241.2 million trust value, subtract a guessed redemption total and divide by a guessed post-merger share count. Interest accrued in trust, transaction costs, working capital loans, PIPE proceeds and new securities alter the bridge. A pro forma statement that reconciles each line will be the proper source. The closer the company gets to trading, the less useful a months-old proxy scenario becomes.

The distinction can produce a counterintuitive result. Fewer public shares can make a fixed XRP balance look larger per surviving public share, but those shares do not own the company alone. Ripple, sponsors, PIPE subscribers and other parties may receive their own equity. The shrinking SPAC float and the larger combined-company capitalization must be considered together. Without that full table, calling redemption accretive or dilutive is premature.

The September 28 cutoff for redemption requests preceded the September 30 meeting by two days. This sequence means that the cash decision was largely made before the final public vote. It is one reason an event-armed article should wait for both disclosures. The vote says whether shareholders approve the transaction; the redemption statement says how much of the SPAC’s original cash participates in it.

The $30 million note is conditional and carries a claim

Evernorth agreed to a $30 million financing with a private investment trust for which NH Investment & Securities acts as trustee. The notes are described as 4% convertible senior payment-in-kind obligations due in 2031, issued only if the business combination closes. The proceeds may be used to purchase XRP and for other XRP ecosystem purposes. The September financing report makes the conditional timing explicit.

Payment in kind means the interest may accrue into the note balance rather than being paid in current cash under its terms. At a simple one-year illustration, 4% on $30 million is $1.2 million. Over multiple periods, compounding and conversion provisions affect the eventual claim. That obligation is financing, not free capital. A future share conversion could alter the common shareholder’s percentage of the company. The actual dilution depends on the conversion formula and share price under the agreement.

Even if all $30 million went to XRP at an illustrative $1.50, it would buy 20 million XRP before fees and execution costs. If it went elsewhere, incremental XRP purchases could be zero. Both outcomes are consistent with a use-of-proceeds clause that permits XRP and ecosystem activity. Claiming that the note has already bought 20 million coins would convert a scenario into a fact.