The Securities and Exchange Commission has cleared a regulatory hurdle for Evernorth Holdings, an XRP treasury company seeking to go public through a merger with Armada Acquisition Corp. II, a Nasdaq-listed special purpose acquisition company.
The SEC declared Evernorth's Form S-4 registration statement effective on August 27, allowing the companies to proceed to a shareholder vote scheduled for September 30. Armada shareholders of record as of August 20 are eligible to vote on the proposed merger. Investors seeking redemption must file by September 28.
If shareholders approve and remaining closing conditions are met, the combined company expects to debut on Nasdaq under the ticker "XRPN" in late Q3 or early Q4 of this year. The merger would make Evernorth 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, characterizing the SEC approval as a step toward an actively managed XRP treasury with public market transparency and governance.
Digital Asset Treasury Model
Evernorth belongs to a category of publicly traded firms known as digital asset treasuries, or DATs, which hold cryptocurrency on their balance sheet and raise capital to acquire more of it. Unlike ETFs that track token prices, DATs actively manage their holdings through strategies including DeFi yield, validator operations, and ecosystem investment.
The company initially announced its plans in October with over $1 billion raised to purchase XRP. Its March S-4 filing disclosed a target of launching with at least 473 million XRP tokens, including a contribution from Ripple that will arrive once the merger closes. Evernorth's backers include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR.
Investment Performance
Evernorth's XRP purchases have experienced significant losses. The company spent approximately $947 million buying XRP in late October, but by February held a stash worth about $446 million less than it paid. XRP has continued declining, trading near $1.37 on the day the source article was written, down more than 5% for the day and well below its July 2025 all-time high of $3.65.
The valuation gap carries implications for how XRPN will trade after listing. DAT stocks typically depend on trading at a premium to their underlying cryptocurrency's value to maintain access to cheap capital for additional purchases. When token prices decline significantly, that premium can disappear and disrupt the funding mechanism that supports the model.
