TLDR
- Evernorth filed an S-4 with the SEC for a merger with Armada Acquisition Corp. II.
- The merged company plans to list on Nasdaq under XRPN and XRPNW.
- Evernorth expects to hold at least 473 million XRP at launch.
- Ripple and other investors are linked to the deal expected to raise over $1 billion.
XRP treasury firm Evernorth has filed a Form S-4 with the U.S. Securities and Exchange Commission. The filing moves the company closer to a public listing through a $1 billion SPAC deal.
The proposed transaction joins Evernorth with Armada Acquisition Corp. II. The merged company is expected to operate as Evernorth Holdings Inc. and list on Nasdaq.
Filing sets path to public market
The SEC filing shows that Evernorth plans to go public through a business combination. Armada Acquisition Corp. II is the special purpose acquisition company involved in the deal. After the merger, the business is expected to trade under the ticker XRPN. Its warrants are expected to trade under XRPNW.
An S-4 is a registration statement used for share issuance in merger deals. In this case, it gives investors more detail on the proposed combination. It also outlines the structure of the new public company and its planned assets.
The filing places Evernorth in a growing group of crypto treasury firms seeking public market access. The company was established in 2025 and is focused on XRP as its main reserve asset. Its business model centers on holding and managing XRP for institutional investors.
The transaction was previously reported as a deal expected to raise more than $1 billion in gross proceeds. Named backers include SBI, Ripple, Pantera Capital, Kraken, and GSR. The new filing gives the clearest view yet of how the merger is being structured.
Evernorth plans launch with at least 473 million XRP
The filing estimates that the merged company will hold at least 473 million XRP at launch. That total includes XRP contributions from Ripple. It also includes open-market purchases funded by merger proceeds.
This planned reserve would make XRP the core asset on Evernorth’s balance sheet. The company said its strategy goes beyond simple price exposure. It also aims to use XRP across lending, liquidity, and network operations.
Evernorth said it plans to take part in the XRP ecosystem in several ways. These include lending, liquidity provisioning, and operating validators on the XRP Ledger. The company also said it expects to use Ripple’s RLUSD stablecoin for some operations.
“As we capitalize on existing TradFi yield generation strategies and deploy into DeFi yield opportunities, we also contribute to the growth and maturity of that ecosystem,” Evernorth CEO Asheesh Birla said in an earlier company statement. He added that the model is designed to generate returns for shareholders while supporting XRP utility and adoption.
Deal links crypto treasury model with public listing plans
Armada Acquisition Corp. II completed its initial public offering in May 2025. It raised about $230 million at that time. The SPAC now serves as the vehicle for Evernorth’s proposed entry into the public market.
The transaction shows continued interest in crypto-focused treasury structures. Under this model, a company holds a digital asset as a main treasury reserve. Evernorth is building that approach around XRP rather than bitcoin or ether.
At the time of the report, XRP was the fourth-largest cryptocurrency by market value. Data cited in the report showed a market capitalization of about $89.6 billion. XRP traded at $1.46 and was down 4% over the previous 24 hours as of 10:30 p.m. ET.
The SEC review process is still ongoing, and the merger has not yet closed. Still, the S-4 filing marks a key step in Evernorth’s plan. It places the XRP treasury firm closer to completing its $1 billion SPAC deal and pursuing a Nasdaq listing.
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