Evernorth moved closer to its Nasdaq debut after Armada Acquisition Corp. II shareholders approved the merger on September 30. The vote cleared a major condition for the XRP treasury transaction. The combined company is expected to hold about 473 million XRP once the deal closes.
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According to Armada’s October 1 SEC filing, 21,877,045 shares were represented at the extraordinary general meeting. That figure equaled about 69% of all shares entitled to vote and provided the quorum needed to conduct the meeting.
XRP Treasury Deal Wins Shareholder Support
The vote on the Business Combination Proposal was won by 20,514,034 votes. However, 1,362,081 shares were voted against the proposal, with 930 shareholders abstaining from voting.
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The vote on the proposal gives permission for the XRP treasury deal to enter the final stage of closing. However, shareholder support is just one of the criteria that should be met for Evernorth and Armada to conclude the transaction.
Shareholders also approved the merger proposal. The proposal received 20,514,597 votes in favor and 1,362,089 votes against with 359 abstentions.
This proposal approves the necessary corporate actions that are required according to the merger agreement. Thus, completing all the actions will allow the new firm to implement its business plan with regard to the public market structure.
The shareholders of Armada have also approved the Domestication Proposal. This proposal provides for the transfer of the corporate domicile of the company from the Cayman Islands to Delaware before the completion of the transaction.
It should be noted that only shareholders of Class B could vote on the measure. Moreover, all 7,880,000 votes were cast in favor of the proposal without any opposing votes.
Finally, two advisory measures with regard to Delaware organizational documents have also received shareholder support.
Evernorth Prepares for Nasdaq Trading
Evernorth expects the transaction to be closed on October 7, contingent upon other conditions. The trading of the stock of the newly formed company in its Class A common stock is anticipated on Nasdaq under the XRPN symbol on October 8.
The listing will place Evernorth’s XRP treasury deal on the public stage. Evernorth expects to own about 473 million XRP at the time of completion of the transaction.
Currently, the Armada lists its Class A ordinary shares under the XRPN ticker. Warrants of Armada trade under the XRPNW, according to the transaction documents of the company.
After the completion of the merger, the Evernorth Holdings will become the new public entity. The XRP treasury deal will keep using the XRPN ticker for its Class A common stock.
The transaction financing is an important component of the transaction structure. Evernorth estimates the gross cash proceeds from the deal to total about $300 million, excluding the transaction costs.
Among them, $225 million will come from the private placements. In addition, there is expected to be $30 million from the convertible notes and around $48 million from the Armada trust account.
The investors have also contributed XRP in the transaction. These will assist the company in creating its XRP treasury vehicle as publicly traded.
SEC Registration Cleared Earlier Hurdle
The shareholder vote came after another regulatory process that was carried out in August. On August 27, the SEC made the Form S-4 registration statement for the transaction effective.
With that, the companies were able to proceed with the shareholder vote process. This was not any form of SEC approval of the investment merits of the transaction.
The XRP treasury deal by Evernorth has been said to be more than just being an owner of the asset. The company intends to utilize the XRP through participation in the ecosystem, capital market, and other treasury strategies.
According to the management, the strategy is designed to ensure there is an increase in XRP per share. Implementation of the strategy depends on whether the transaction will be approved and implemented afterwards.
The September 30th vote eliminates one of the last hurdles in terms of corporate approval. Now, all eyes will be on the closing conditions and the expected completion date of October 7.
If remaining conditions are met, the XRP treasury deal is expected to close before XRPN begins Nasdaq trading on October 8. The listing will mark Evernorth’s next step as a publicly traded XRP-focused company.
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