TLDR
- Evernorth filed S-4 to go public via SPAC merger with Armada Acquisition Corp. II.
- Deal targets over $1 billion in proceeds with backing from Ripple, SBI, and Kraken.
- Combined firm expected to hold at least 473 million XRP at launch.
- Planned Nasdaq listing under ticker XRPN, pending SEC and shareholder approval.
- XRP trades near $1.46 with a market cap of about $89.6 billion.
Evernorth, an XRP-focused crypto treasury firm, has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission as part of its plan to go public through a merger with Armada Acquisition Corp. II. The proposed transaction is expected to raise more than $1 billion in gross proceeds, positioning the company as one of the largest publicly traded XRP treasury entities.
According to the filing, the combined company will operate as Evernorth Holdings Inc. and is expected to list on Nasdaq under the ticker symbols XRPN for common stock and XRPNW for warrants, subject to regulatory approval. The S-4 filing marks a key step in the process of registering shares linked to the business combination, which still requires SEC review and shareholder approval.
Our S-4 is live! The future of finance needs serious builders. Evernorth is one of those builders. The work is just getting started.https://t.co/fetbgY2LXz
Learn more: https://t.co/seHMpTIwIJ pic.twitter.com/i0OBGVytkc
— evernorthxrp (@evernorthxrp) March 18, 2026
The company estimates that it will hold at least 473 million XRP at launch. This includes contributions from Ripple and additional acquisitions funded through proceeds from the merger. XRP is currently the fourth-largest cryptocurrency by market capitalization, valued at approximately $89.6 billion, with its price near $1.46 at the time of reporting.
Evernorth was established in 2025 as an institutional platform designed to manage XRP as a core treasury asset. Its strategy centers on integrating digital asset exposure with traditional financial structures.
Institutional backing and XRP treasury strategy
The SPAC transaction includes backing from several institutional investors, including Ripple, SBI Holdings, Pantera Capital, Kraken, GSR, and Arrington Capital. Armada Acquisition Corp. II, the SPAC partner in the merger, raised approximately $230 million during its initial public offering in May 2025.
Evernorth’s business model focuses on holding and actively managing XRP reserves while participating in broader ecosystem activities. These include lending, liquidity provisioning, and operating validators on the XRP Ledger. The company also plans to utilize Ripple’s RLUSD stablecoin within its operations.
CEO Asheesh Birla stated that the company aims to provide structured exposure to XRP through public markets while also engaging in yield-generating strategies. The approach combines elements of traditional finance with blockchain-based infrastructure.
The S-4 filing includes a preliminary proxy statement and prospectus outlining Evernorth’s financial structure, operational strategy, and leadership. The document provides details on how the firm plans to operate as a publicly traded entity centered on XRP treasury management.
SPAC structure and listing process
The merger with Armada Acquisition Corp. II follows the SPAC model, where a private company combines with a publicly listed shell company to access public markets. If completed, Evernorth Holdings Inc. will trade on Nasdaq, subject to final approvals.
The transaction remains contingent on several conditions, including SEC clearance of the registration statement and approval from Armada II shareholders. The company must also meet Nasdaq listing requirements before trading can begin.
The filing indicates that Evernorth is positioning itself as a regulated vehicle for institutional exposure to XRP. By listing on a major exchange, the company aims to provide investors with access to digital assets within a traditional equity framework.
The SPAC route has been used by multiple firms seeking to bridge digital assets and public markets, though market conditions have influenced the timing and success of such listings in recent years.
Market context and XRP positioning
The announcement comes as XRP continues to hold a leading position in the digital asset market. With a market capitalization approaching $90 billion, the asset remains one of the most widely traded cryptocurrencies globally.
Evernorth’s planned treasury model reflects a broader trend of companies adopting digital assets as part of their balance sheet strategies. By focusing on XRP, the firm is aligning with a network that is widely used for cross-border payments and financial infrastructure applications.
The company’s strategy also includes supporting the XRP ecosystem through validator operations and liquidity participation. These activities are designed to align treasury management with network-level engagement.
At the time of the filing, XRP’s price had declined about 4% over the previous 24 hours, reflecting broader market movements. Despite short-term price changes, the asset remains a core component of Evernorth’s planned operations.
The proposed listing represents a new stage in the integration of crypto treasury strategies with public capital markets. Pending regulatory review and shareholder approval, Evernorth Holdings Inc. is expected to move forward with its Nasdaq debut under the XRPN ticker.
