In brief
- The SEC declared effective Evernorth’s Form S-4 registration statement on August 27, clearing Armada Acquisition Corp. II to schedule a shareholder vote on their merger.
- Armada shareholders of record as of August 20 will vote on the deal September 30; investors seeking redemption must file by September 28.
- Evernorth aims to become the largest publicly traded XRP treasury, but the roughly $947 million it spent on XRP last October is now worth hundreds of millions less.
The Securities and Exchange Commission has cleared a path for Evernoth Holdings, an XRP treasury company, to list on the Nasdaq.
The SEC declared the company’s registration effective, which means it can now merge with Armada, a Nasdaq-listed special purpose acquisition company, or SPAC, and go public—if shareholders approve the deal during a vote set for September 30.
If the vote passes and the remaining closing conditions clear, the combined firm expects to debut on Nasdaq under the ticker “XRPN,” with the deal targeted to close in late Q3 or early Q4 of this year. Effectiveness doesn’t mean the SEC has endorsed the merger, Evernorth’s business model, or XRP as an investment; it just clears the paperwork for the vote to happen.
It would also make it the world’s largest publicly traded XRP treasury company.
“Today marks an important milestone toward completing our proposed business combination,” said Evernorth founder and CEO Asheesh Birla in a statement. He framed it as another step toward an actively managed XRP treasury built with the transparency and governance he says public markets demand.
Evernorth belongs to a category of company known as a digital asset treasury, or DAT—a publicly traded firm that holds a cryptocurrency on its balance sheet and raises fresh capital to buy more of it, rather than simply tracking the token’s price the way an ETF does. Where Strategy pioneered the model around Bitcoin, Evernorth is built entirely around XRP, with plans to actively deploy the treasury through DeFi yield, validator operations, and ecosystem investment.
The firm’s backers include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR. Evernorth initially announced its plans last October with more than $1 billion raised to buy XRP, and its S-4 filed in March disclosed a target of launching with at least 473 million XRP tokens, including a contribution from Ripple—whose co-founders created the XRP cryptocurrency—that only lands once the merger closes.
The firm’s own purchases haven’t fared as well. Evernorth spent roughly $947 million buying XRP in late October, and by February it was sitting on a stash worth about $446 million less than it paid. XRP has kept sliding since—trading near $1.37 on Friday, down more than 5% on the day and well off its July 2025 all-time high of $3.65.
That gap matters for how XRPN trades once it lists. DAT stocks lean on holding a premium to the value of their underlying crypto to keep raising cheap capital and buying more of it; when the token slumps, that premium can vanish and the funding loop that made the model work can stall. Armada shareholders now have until September 28 to decide whether to redeem or ride that structure into a Nasdaq listing.
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