Armada Acquisition Corp. II shareholders will vote Sept. 30 on Evernorth Holdings’ Nasdaq merger, which would give the XRP treasury firm authorization for up to 10 billion shares as it targets growth in XRP per share.
According to a filing with the US Securities and Exchange Commission (SEC), the proposed charter would authorize 7.4 billion Class A shares, 100 million Class B shares, 2.4 billion Class C shares, and 100 million preferred shares.
The transaction itself covers up to about 34.5 million Class A shares and 11.5 million warrants, leaving Evernorth with substantial unused capacity after the combination closes.
That capacity sits at the center of a broader strategy Evernorth says it will measure by XRP per share. The company expects to enter the public market with more than 473.3 million XRP and plans to increase the amount attributable to shareholders through capital markets activity, institutional and decentralized finance yield strategies, and participation across the XRP ecosystem.
Notably, the SEC declared Evernorth’s registration statement effective Aug. 27, clearing the way for Armada shareholders of record as of Aug. 20 to consider the merger. If approved and other closing conditions are met, the combined company expects to list on Nasdaq under the ticker XRPN.
Evernorth’s capital flexibility raises the XPS hurdle
The large pool of authorized but unissued stock would give Evernorth room to raise capital after listing, but every additional share would increase the amount of XRP the company must add if it wants XRP per share to keep rising.
The 10 billion-share structure appears under Proposal 5A, one of several advisory organizational-document proposals included alongside the business combination vote. The proposal is non-binding, and authorization does not mean Evernorth plans to issue all of the available shares.
Still, the structure would leave the company with significantly more issuance capacity than the number of shares involved in the initial transaction, giving management flexibility to return to equity markets if Evernorth sees an opportunity to acquire more XRP or finance other parts of its strategy.
That makes the terms of any future issuance important to growing the metric. Raising cash and buying XRP would increase the size of the treasury, but XRP per share would only improve if the firm’s XRP holdings grow sufficiently relative to the expanded share count.
Evernorth has repeatedly identified capital markets activity as one of the tools it intends to use to grow XRP per share. CEO Asheesh Birla has also said a portion of yield generated by the company’s strategies could be returned to the treasury and used to acquire additional XRP, with maximizing XRP per share as the goal for shareholders.
The approach gives Evernorth another potential growth engine when public-market conditions are favorable. It also creates dilution risk when they are not, particularly if the company raises equity at valuations that fail to support an accretive increase in XRP holdings.
Evernorth wants its XRP to generate more XRP
Because capital raising alone cannot guarantee XRP per share growth, Evernorth plans to put portions of its existing treasury to work through institutional lending, liquidity provision and DeFi strategies.
The company has described its model as an actively managed XRP treasury, with returns from those activities potentially recycled into additional XRP.
Evernorth said at the launch of the transaction that institutional lending, liquidity provisioning and DeFi yield opportunities would form part of its effort to increase XRP per share over time.
That strategy has since expanded into potential infrastructure designed specifically for institutional XRP deployment.
In January, Evernorth and Doppler Finance began exploring structured liquidity deployment and treasury-management products on the XRP Ledger, including mechanisms that could allow institutional capital to deploy XRP on-chain at scale.
The company has also said it intends to use the proposed XLS-66 XRP Lending Protocol as a core part of its digital asset strategy.
The protocol is designed to let XRP holders supply tokens to single-asset vaults that can fund fixed-term loans to institutional borrowers, potentially creating a native source of yield for XRP holdings.
XLS-66 remains under development, leaving part of that potential yield strategy dependent on infrastructure that has yet to become fully operational.
Evernorth has also explored automated treasury systems. A collaboration announced with t54 contemplated AI-powered infrastructure to monitor protocols, execute yield strategies, manage liquidity, and assess risk across its XRP operations.
Those activities could add XRP to the treasury without issuing new shares, providing another route to higher XRP per share. They would also introduce risks absent from simply holding the token, including borrower defaults, counterparty failures, liquidity constraints, and vulnerabilities in onchain protocols.
XRP ecosystem becomes part of Evernorth’s treasury bet
Evernorth is also tying its long-term returns to growth in the infrastructure surrounding XRP, expanding the strategy into validators, liquidity markets, credit and tokenized assets.
The company has outlined plans to operate XRP Ledger validators, use Ripple’s RLUSD stablecoin to participate in XRP-based DeFi and provide liquidity to projects spanning payments, capital markets and tokenized assets.
That participation could serve two purposes. Lending and liquidity strategies may produce direct returns that can be added to the treasury, while infrastructure investments could expand the markets in which Evernorth can deploy its XRP over time.
The company has increasingly focused on institutional onchain finance as that opportunity develops. Birla said Aug. 27 that tokenized assets, onchain credit markets and settlement rails need capital to scale, with Evernorth seeking to become a source of that capital after its public listing.
That creates a broader test for the company after the shareholder vote. Evernorth’s performance will remain heavily exposed to XRP’s price, while its active strategy adds execution risks from lending, DeFi, liquidity provision and ecosystem investments.
Its 10 billion-share authorization would give management substantial room to finance those ambitions if the merger closes. Whether that flexibility ultimately benefits existing shareholders will depend on a narrower calculation of whether Evernorth can grow its XRP holdings faster than its fully diluted share count.
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