Evernorth, a digital asset treasury company specializing in XRP, has secured approval from the U.S. Securities and Exchange Commission (SEC) for its S-4 registration statement, marking a key step toward its planned public listing on Nasdaq.
Merger with Armada Acquisition Corp. II
The SEC’s effective declaration on Evernorth’s registration allows the company to move forward with its proposed merger with Armada Acquisition Corp. II, a Cayman Islands-based special purpose acquisition company. The deal was originally signed on October 19, 2025, and includes Ripple Labs as one of the associated parties. If shareholders approve the combination, the newly merged entity is expected to list on Nasdaq under the ticker XRPN.
Evernorth’s SEC filing covers up to 34.5 million Class A shares and approximately 11.5 million warrants for additional shares. The company anticipates finalizing the merger in the late third quarter or early fourth quarter of the year, pending shareholder approval.
Ripple, a blockchain technology company known for developing payment solutions and the XRP cryptocurrency, is among Evernorth’s backers. Other investors include Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR.
Evernorth detailed plans to give institutional and public investors a way to gain regulated exposure to XRP through publicly traded shares, rather than direct token ownership.
| Company | Merger Partner | Proposed Ticker | Main Backers |
|---|---|---|---|
| Evernorth | Armada Acquisition Corp. II | XRPN | Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, GSR |
Regulated XRP Exposure for Investors
Evernorth aims to provide public market investors with regulated access to XRP, without requiring them to hold the digital asset directly. The company’s business model includes investing in XRP infrastructure and implementing treasury strategies designed to increase XRP held per share for investors.
Chief Executive Officer Asheesh Birla stated that the company is moving to enter public markets at a time when broader adoption of blockchain technology is accelerating. He emphasized that Evernorth’s approach seeks to strengthen XRP’s utility in on-chain financial activities.
As of late August, XRP traded near $1.46 with a market capitalization of around $91.6 billion.
Challenges for Digital Asset Treasury Firms
Evernorth’s plan to list on Nasdaq follows a period of challenging market conditions for digital asset treasury companies. Galaxy, a prominent asset manager in the space, reported that market-to-net-asset-value premiums had declined. Other firms, including ETHZilla and French company Sequans, have sold portions of their crypto holdings to finance share repurchases or reduce debt exposure.
In November 2025, Evernorth reportedly faced about $78 million in unrealized losses on its XRP position shortly after building its treasury. This reflects the volatility and risks associated with holding large positions in digital assets within public companies.
The SEC’s action marks a completed registration and disclosure process for Evernorth, but does not signal regulatory approval of XRP as a financial instrument, nor an endorsement of Evernorth or the digital asset treasury business model.
Mini dictionary: Special Purpose Acquisition Company (SPAC): An entity formed to raise capital through an initial public offering with the purpose of acquiring or merging with an existing company, thereby enabling the target company to become publicly listed more quickly.
Despite the SEC’s clearance of the registration statement, this step does not constitute approval of XRP, Evernorth, or the structure of digital asset treasury companies.
