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Following
XRP Evernorth Holdings postponed its Nasdaq listing for four days to October 12 due to administrative issues.
Evernorth Holdings announced that due to administrative delays in the delivery of the merger transaction with Armada Acquisition Corp. II, its trading, originally scheduled to be listed on the Nasdaq under the "XRPN" code on October 8, has been postponed for four days and is expected to begin trading on October 12.
stated that this administrative delay is not expected to affect the completion of the merger transaction with Armada II. The transaction is currently expected to be officially delivered on Friday, October 9. Subject to meeting regular delivery conditions and Nasdaq listing requirements, the combined company's Class A common shares are expected to begin trading on Nasdaq on Monday the next day (October 12).
Shareholders voted and the remaining process is pending.
Previously, Armada II shareholders approved the merger at the extraordinary shareholders 'meeting on September 30, marking that one of the main preconditions for the transaction has been met. Evernorth announced the results on October 1 and said investor support for the deal remains solid.
Although shareholder approval was obtained, the transaction has not yet been finalized. Evernorth and Armada still need to meet or waive the remaining delivery conditions, and the planned listing still needs to comply with Nasdaq regulations.
will become the largest listed company with pure XRP holdings
After the transaction is completed, Evernorth is expected to hold approximately 473 million XRPs. The company pointed out that the balance would make it the first publicly traded public company to focus on XRP asset management.
This expected position does not consist entirely of cash purchases. Based on trading assumptions, of the more than 473 million XRPs expected to be held at the time of delivery, approximately 126.79 million were contributed by Ripple; another approximately 84.37 million XRPs were purchased at a cost of approximately US$214 million; the rest were entered through separate donations and trading arrangements.
Through this transaction and related private equity financing, Evernorth has raised more than US$1 billion, with investors including Ripple, SBI Group, Arrington Capital, Pantera Capital, Kraken and GSR.
Financing Structure and Use of Funds
The transaction is expected to generate approximately US$300 million in total cash income (before transaction fees) to Evernorth. These include: $225 million from private equity offerings from related parties,$30 million in incremental convertible note financing, and approximately $48 million in trust income.
In addition, the transaction involved a US$30 million convertible senior "in-kind payment" notes (PIK notes) with a coupon rate of 4%, which will mature in 2031. The issuance of the note is linked to the completion of the commercial portfolio transaction. After the transaction is completed, the proceeds from these financing can be used to purchase more XRPs and conduct related activities within the XRP ecosystem.
Management statement
Evernorth CEO Asheesh Birla said in an October 1 announcement that becoming a listed company will provide investors with a "regulated, transparent way to hold XRP exposure and participate in the growth of the blockchain economy."
Birla补充道：“我们感谢股东们的支持，使我们能够完成这项重要的交易。”
随着SEC在8月宣布Evernorth的Form S-4注册声明生效，该交易在程序上又迈出了一步。该注册声明的生效使得Armada股东能够审议 proposed 合并案，并为9月30日的会议铺平了道路。值得注意的是，SEC的生效并不等同于对交易投资价值的认可，交易的完成仍取决于股东投票、其他交割条件以及纳斯达克的要求。
