Ripple-backed Evernorth Holdings has taken a significant step in its pursuit of a merger by filing an amended registration statement with the U.S. Securities and Exchange Commission (SEC). This proposed merger aims to create a Nasdaq-listed company specializing in an XRP treasury, supported by over $1 billion in committed capital from various investors.
The amended Form S-4 submitted to the SEC signifies Evernorth’s intention to combine forces with Armada Acquisition Corp II, a special purpose acquisition company sponsored by Arrington Capital. If the merger receives regulatory approval, the newly formed entity is projected to trade on Nasdaq under the ticker symbol XRPN.
Evernorth’s fundraising efforts have proven successful, with the company securing more than $1 billion in investments from notable participants, including Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital. Ripple has notably contributed over 126.7 million XRP as part of the treasury initiative, further solidifying its role in the venture.
While awaiting SEC approval as the next critical step, the registration statement is currently under review, with SEC staff providing comments. Once the SEC declares the registration effective, shareholders of Armada Acquisition Corp II will have the opportunity to vote on the proposed merger.
Evernorth’s ambitions extend beyond simply holding XRP; the company is planning to create services that leverage the XRP Ledger ecosystem. Envisioned services include operating XRP Ledger validators, integrating Ripple’s RLUSD stablecoin for institutional decentralized finance operations, and supporting initiatives related to tokenizing real-world assets.
In addition to these strategies, Evernorth has shared performance metrics, such as XRP-per-share and yield-per-token, designed to evaluate the effectiveness of its treasury management.
At a recent event during Web Summit Vancouver, Evernorth’s COO Meg Nakamura highlighted the outdated nature of many existing payment systems, which were established decades ago. She emphasized that while information can be transmitted instantaneously globally, international money transfers remain sluggish and costly. Evernorth argues that blockchain technology, particularly through the XRP Ledger, can help mitigate these inefficiencies, enabling a broader range of applications beyond mere cross-border payments, including lending, asset tokenization, and digital asset settlement.
Despite the positive outlook, Evernorth has reported challenges in its financial performance, as separate unaudited pro forma financial statements indicate a decline in the value of its XRP holdings, estimated at approximately $387.14 million amid fluctuations in XRP prices. The statements also revealed that combined pro forma assets dipped from around $1.1 billion to about $870 million.
Alongside the filing, significant board appointments were announced, including Ripple’s Chief Legal Officer Stuart Alderoty, Evernorth’s CEO Asheesh Birla, and Ted Janus. Other notable directors expected to join include the CFO of OpenAI Foundation, Robert Kaiden, and Derar Islim, the COO of Antalpha.
In market developments, shares of Armada Acquisition Corp II were seen trading about 0.20% lower in premarket activity, though the stock remains over 3% higher year to date. Disclosures from the company indicated that SBI Holdings could wield up to 59.7% voting power if shareholder redemptions lead to further dilution. Meanwhile, the price of XRP is trading near $1.30, having experienced a decline exceeding 2% in the past 24 hours.
