Evernorth Files S-4 Registration for $1 Billion SPAC Merger, Targeting Nasdaq Listing as XRP Treasury Company

XRP-focused crypto treasury firm Evernorth submitted a Form S-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on March 18, 2026, advancing its proposed business combination with special purpose acquisition company Armada Acquisition Corp. II to go public on Nasdaq.

The merged entity, to be named Evernorth Holdings Inc., is expected to list under the ticker symbol XRPN for Class A common stock and XRPNW for warrants, with the filing estimating that the combined company will hold at least 473 million XRP at launch, including contributions from Ripple and open-market purchases funded by merger proceeds.

The transaction has raised over $1 billion in gross proceeds from institutional investors including SBI Holdings, Ripple, Pantera Capital, Kraken, and GSR, positioning Evernorth to become the largest public XRP treasury company on Nasdaq.

Transaction Structure and Regulatory Filing

S-4 Registration Details

The Form S-4 filing, a preliminary registration statement required by the SEC for business combinations, publicly discloses Evernorth’s business plan, strategy, financials, leadership team, and long-term vision for the first time. The registration statement has not yet been declared effective by the SEC and remains subject to review and comment.

The proposed transaction requires approval from Armada Acquisition Corp. II shareholders and satisfaction of other customary closing conditions. Armada II, sponsored by Arrington Capital, completed its initial public offering in May 2025, raising approximately $230 million.

Post-Merger Structure

Upon completion, the combined entity will operate as Evernorth Holdings Inc. and seek listing on The Nasdaq Stock Market LLC, subject to exchange approval. The ticker symbol XRPN has been reserved for Class A common stock, with XRPNW designated for warrants.

Capital Raise and Investor Base

Gross Proceeds

The merger transaction is expected to generate over $1 billion in gross proceeds, according to prior reporting confirmed in the S-4 filing. This capital will fund open-market XRP purchases to build the company’s treasury position alongside direct contributions from strategic partners.

Institutional Investors

Key investors supporting the transaction include:

• Arrington Capital (sponsor of Armada II)

• Ripple

• SBI Holdings

• Pantera Capital

• Kraken

• GSR

Michael Arrington, founder of Arrington Capital, commented: “Evernorth continues to emerge as a key gateway for capital markets, underscoring XRP’s rising influence in bridging traditional finance and real-time innovation. This continued progress by Evernorth reflects a wider wave of achievement and momentum of the XRP ecosystem as it expands utility across global finance.”

XRP Treasury Strategy

Expected Holdings

The filing estimates that the merged entity will hold at least 473 million XRP at launch. This position will be built through:

• Direct contributions from Ripple and other strategic partners

• Open-market XRP purchases funded by merger proceeds

• Ongoing accumulation as part of the company’s treasury strategy

Business Model

Evernorth, established in 2025, operates as an institutional vehicle primarily holding and managing XRP as its core reserve asset. The company’s strategy encompasses:

• Acquiring and holding XRP

• Participating in the XRP ecosystem

• Generating yield through lending and liquidity provisioning

• Operating validators on the XRP Ledger

• Utilizing Ripple’s RLUSD stablecoin for certain operations

CEO Statement

Asheesh Birla, founder and CEO of Evernorth, stated: “We believe global finance is entering a new era with digital assets playing a larger role in how capital is held, managed and deployed. Evernorth is being built to participate in that evolution. Our focus is on combining public-market discipline with XRP blockchain-based financial infrastructure to help shape a more transparent, efficient and connected global financial system.”

In an October statement, Birla elaborated: “Evernorth is built to provide investors more than just exposure to XRP’s price. 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. This approach is designed to generate returns for shareholders while supporting XRP’s utility and adoption.”

Market Context

XRP Position

According to The Block’s crypto price data, XRP is currently the fourth-largest cryptocurrency with a market capitalization of $89.6 billion. The token traded at $1.46 at the time of filing, down 4% over the preceding 24 hours.

Strategic Rationale

The public listing aims to provide investors with transparent exposure to XRP through a regulated corporate structure, combining traditional public-market discipline with blockchain-based financial infrastructure. Evernorth’s model represents an institutional approach to cryptocurrency treasury management within the XRP ecosystem.

Frequently Asked Questions

What is Evernorth’s business model?

Evernorth is an institutional treasury company primarily holding and managing XRP as its core reserve asset. The company generates returns through multiple strategies: holding XRP for long-term appreciation, participating in the XRP ecosystem, earning yield through lending and liquidity provisioning, operating validators on the XRP Ledger, and utilizing Ripple’s RLUSD stablecoin for operations. The goal is to provide shareholders with exposure to XRP beyond simple price appreciation.

How much XRP will Evernorth hold at launch?

The S-4 filing estimates that the merged entity will hold at least 473 million XRP at launch. This position will be built through direct contributions from Ripple and other strategic partners, combined with open-market purchases funded by the over $1 billion in gross proceeds raised from institutional investors.

Who are the key investors backing this transaction?

The transaction has attracted significant institutional support, including Arrington Capital (sponsor of Armada II), Ripple, SBI Holdings, Pantera Capital, Kraken, and GSR. This investor base reflects strong institutional interest in gaining regulated exposure to XRP through a publicly traded corporate structure.