Evernorth Holdings, a digital asset treasury company focused on XRP, is progressing with its plans for a Nasdaq listing after recently filing an amended S-4 registration statement with the U.S. Securities and Exchange Commission (SEC). As reported, Evernorth aims to achieve this listing through a merger with Armada Acquisition Corp II, with the proposed ticker symbol being XRPN.
The amended S-4 outlines a complex multi-step merger structure involving Evernorth, Armada, and Pathfinder Digital Assets. Upon the completion of the merger, the unified entity will be publicly traded and will issue Class A common shares and warrants to its existing stakeholders. These Class A shares will convey economic rights and be publicly listed.
For public shareholders, institutional investors, and strategic participants, this merger presents an opportunity to acquire stakes in the newly formed entity. Based on an estimated reference share price of $10, the allocation for public shareholders alone is appraised at approximately $230 million, a figure that excludes the value of warrants and potential additional fundraising structures.
A pivotal aspect of the merger includes a contribution of XRP from Ripple Labs and its chairman, Chris Larsen. According to the contribution agreement, Ripple Labs is set to transfer 126.79 million XRP to Evernorth in exchange for equity units. The valuation of this transfer will be determined by the XRP market price when the agreement is finalized and will be adjusted according to the price at the time of deal closure. Larsen has also made a separate XRP contribution.
In addition to Ripple’s contributions, both institutional and qualified investors are participating financially, with initial fundraising totaling $214 million in cash and 600,000 XRP. A subsequent funding round has raised an additional $10.5 million and 200,000 XRP. These investments are slated to convert into equity based on the $10 per share valuation and will also be adjusted according to fluctuations in XRP’s market price.
As the SEC reviews the submitted materials, crucial points of interest will be whether the merger successfully closes and the implications of the listing for XRP investment accessibility. Should Evernorth achieve its planned Nasdaq listing, it would mark a significant move in the crypto and financial landscape, allowing investors structured exposure to XRP through traditional equity shares without the need to directly hold the digital tokens. This development is anticipated to set a precedent as one of the first major public-market treasury-company models centered around XRP.
