Evernorth Holdings has cleared a major regulatory step toward a Nasdaq listing after the U.S. Securities and Exchange Commission declared effective its Form S-4 registration statement for a proposed merger with Armada Acquisition Corp. II.
The effective filing allows the companies to proceed toward a shareholder vote on September 30, 2026. If shareholders approve the transaction and other closing conditions are met, the combined company is expected to list on Nasdaq under the ticker XRPN in late 2026. Evernorth said it expects the deal to close in late third quarter or early fourth quarter.
The proposed listing would create a public company designed around XRP treasury exposure, placing Evernorth among the growing group of digital-asset treasury businesses seeking to offer stock-market access to a specific cryptocurrency rather than running a conventional operating company. Its model combines holding XRP with deploying capital into infrastructure tied to the token and generating returns from reserve-management activities.
Registration covers shares and warrants for the SPAC merger
Evernorth’s Form S-4 registers up to 34,499,992 shares of Class A common stock and up to 11,499,992 warrants that could be issued through the Armada Acquisition Corp. II business combination.
An S-4 is the registration document used for securities issued in mergers, acquisitions and similar corporate transactions. The SEC declaring the statement effective clears the registration stage needed for the merger process, though it does not itself complete the transaction. The shareholder vote remains the central near-term event, alongside the remaining conditions in the merger agreement.
Armada Acquisition Corp. II is a special purpose acquisition company, or SPAC. Such companies raise capital before identifying or completing a merger with a private business. In this case, Armada’s merger structure would give Evernorth a route to public trading without a traditional initial public offering.
A major variable ahead of the vote will be shareholder redemptions. SPAC shareholders can typically redeem their shares for cash rather than remain invested in the combined company. High redemption levels can reduce the cash available at closing and could alter how much capital Evernorth has to execute its XRP acquisition plans.
Evernorth targets more than $1 billion for XRP purchases
Evernorth said it plans to raise more than $1 billion in total funding for open-market XRP purchases. The company also said the holding company would begin with 473.27 million XRP in reserves.
At the stated average purchase cost of about $2.54 per XRP across two tranches, those holdings imply an acquisition value of roughly $1.2 billion. With XRP quoted at $1.46 in the market update supplied by Evernorth, the reserve would be valued materially below its reported purchase cost, leaving the planned public company with an unrealized loss before its shares begin trading.
That structure gives prospective XRPN shareholders exposure to two moving parts: the market price of XRP and Evernorth’s ability to manage, finance and deploy its reserves. A rising XRP price would increase the value of the treasury, while a prolonged decline would place pressure on the company’s net asset value and the economics of its acquisition strategy.
Evernorth has said it does not intend merely to hold tokens passively. The company plans to use its XRP reserves in lending and other yield-generating activities, while allocating capital to XRP-focused infrastructure. Those strategies could produce income beyond changes in the token price, but they also introduce counterparty, liquidity and execution risks that would not apply to a simple spot XRP holding.
Backers include Ripple, SBI Group and Pantera Capital
Evernorth named Ripple, Arrington Capital, SBI Group, Pantera Capital and GSR among the firms supporting the transaction. It also listed Kraken as a supporter.
The involvement of Ripple is especially relevant because the company remains closely associated with XRP and the XRP Ledger ecosystem. SBI Group has also maintained a longstanding relationship with Ripple through payments and blockchain initiatives in Asia. Arrington Capital’s role connects to the SPAC sponsor side of the transaction, while Pantera Capital and GSR bring experience in digital-asset investment and market infrastructure.
Evernorth’s corporate structure would give traders a listed-equity route to XRP exposure, though the stock would not necessarily move in lockstep with the token. Public-market valuation could reflect the size and value of the XRP reserve, expected returns from reserve deployment, financing terms, operating expenses, dilution from warrants or future share issuance, and the market’s appetite for cryptocurrency treasury companies.
XRP market movement remains central to the deal’s economics
Evernorth described XRP as the world’s fifth-largest cryptocurrency, with a market capitalization of $91.6 billion at the time of its update. XRP was trading at $1.46, up 4% over the preceding 24 hours, according to the company’s market snapshot.
The token price is particularly consequential for Evernorth because of the reported $2.54 average cost of its initial reserve. At the quoted $1.46 level, XRP would need to gain substantially for the token holdings alone to return to their reported acquisition cost. The company’s planned lending and infrastructure activities could offset part of that gap only if they produce returns sufficient to outweigh operating costs and the volatility of the underlying reserve.
Technical trading levels cited in the update placed support near $1.40 and a potential lower range around $1.10 if that level failed. Those chart markers may influence short-term XRP trading, but Evernorth’s merger timetable will be driven more directly by the September shareholder vote, SPAC redemption decisions and the availability of planned financing.
If the merger closes, XRPN would enter public markets with an unusually concentrated treasury strategy: a reserve measured in hundreds of millions of XRP, a reported cost basis above the token’s stated market price, and a plan to turn that reserve into an actively managed source of capital rather than a static balance-sheet asset.
For deeper insight into XRP’s role in payments and markets, read this detailed XRP guide now.
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