The U.S. Securities and Exchange Commission declared Evernorth's S-4 registration statement effective on August 27, 2026, clearing a key regulatory step toward the company's Nasdaq listing. The decision allows Evernorth to move forward with its planned business combination with Armada Acquisition Corp. II, a Cayman Islands special purpose acquisition company.
The merger agreement, signed on October 19, 2025, names Ripple Labs as a party to the transaction. If approved by shareholders, the combined company will trade on Nasdaq under the ticker XRPN and is expected to close in late third quarter or early fourth quarter 2026. SEC filings cover up to 34.5 million Class A shares and warrants for up to 11.5 million additional shares.
Digital Asset Treasury Model
Evernorth operates as a digital asset treasury company focused on XRP, offering institutional and public market investors regulated exposure to the token without requiring direct ownership. The company also plans to invest in XRP infrastructure and employ treasury strategies aimed at increasing XRP held per share.
Evernorth's investors include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR. Founder and CEO Asheesh Birla stated the company plans to enter public markets as blockchain use expands and aims to support XRP's role in on-chain finance.
Broader Industry Context
Evernorth's listing plan comes amid challenging market conditions for digital asset treasury companies. Galaxy reported that market-to-net-asset-value premiums had compressed, with some firms selling crypto assets to fund buybacks or manage debt. ETHZilla sold approximately $40 million in ETH to finance share repurchases, while French firm Sequans sold part of its Bitcoin holdings to reduce debt.
Evernorth itself faced similar pressures, holding approximately $78 million in unrealized losses on its XRP position as of November 2025 after building its treasury.
The SEC's action clears a registration and disclosure step for Evernorth but does not represent approval of XRP, the company, or the broader digital asset treasury model.
