Ripple-Backed Evernorth Files S-4 With SEC for Nasdaq Debut

Evernorth Holdings Inc., a newly formed Nevada corporation, publicly filed its S-4 registration statement with the U.S. Securities and Exchange Commission (SEC) on March 18, 2026. The filing includes a preliminary proxy statement for Armada Acquisition Corp. II shareholders and a prospectus for up to 34,499,992 shares of Class A common stock and 11,499,992 warrants of Evernorth.

The S-4 is the final major regulatory filing required before the SPAC merger can proceed. Once the SEC reviews and declares it effective, Armada II shareholders will vote on the transaction. If approved, the combined company will operate under the Evernorth name and list on Nasdaq under the ticker ‘XRPN’.

“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,” said Founder and CEO Asheesh Birla in a press release accompanying the filing.

The deal structure: How over $1B comes together

The transaction architecture involves multiple funding layers, all disclosed in the S-4.

The transaction is expected to raise over $1 billion in gross proceeds, including $200 million from SBI and additional investments from Ripple, RippleWorks, and leading digital asset investors, including Pantera Capital, Kraken, and GSR, with participation from Ripple Co-Founder Chris Larsen.

The filing reveals specific contribution details. Ripple Labs contributed approximately 126.8 million XRP tokens to the company under a Contribution Agreement. The Advance Funding Subscribers committed $214.05 million in cash plus 600,000 XRP tokens. The sponsor, Arrington XRP Capital Fund LP, subscribed via a PIPE involving approximately 211.3 million XRP tokens. Additionally, an entity affiliated with Chris Larsen subscribed for 50 million XRP tokens.

Assuming no shareholder redemptions and a $10 closing price per share, public shareholders will hold 23 million shares, advance funding subscribers approximately 21.5 million, the sponsor roughly 13 million, Ripple about 4.6 million, and the contributor-related party entity around 1.8 million shares of Pubco Class A Common Stock.

Not an ETF: How Evernorth actually works

Evernorth is not a passive exchange-traded fund (ETF). Unlike a passive ETF, Evernorth seeks to grow XRP per share over time by participating in institutional lending, liquidity provisioning, and DeFi yield opportunities. It is a corporate treasury vehicle—often compared to MicroStrategy’s approach with Bitcoin—designed to give investors regulated equity exposure to XRP through a publicly listed company.

The company’s strategy centers on holding and actively managing a large XRP position within a disciplined treasury framework. Plans disclosed in previous announcements include operating XRP validators to strengthen network decentralization, utilizing Ripple’s RLUSD stablecoin as an on-ramp, and deploying capital into DeFi yield strategies on the XRP Ledger.

Evernorth’s CEO, Asheesh Birla, is a longtime Ripple executive who stepped down from Ripple’s board to lead the company. Ripple CEO Brad Garlinghouse, Chief Legal Officer Stuart Alderoty, and CTO David Schwartz are expected to serve in advisory capacities, while Ripple itself remains a strategic investor.

The SEC’s XRP commodity guidance

The filing’s timing is notable. Just one day earlier, on March 17, the SEC declared that generally only tokenized securities remain “subject to the securities laws,” using XRP alongside Bitcoin, Ethereum, Dogecoin, and others as examples of digital commodities.

Ripple’s Chief Legal Officer, Stuart Alderoty, responded, “We always knew XRP wasn’t a security — and now the SEC has made clear what it is: a digital commodity.”

For Evernorth, this guidance substantially reduces the regulatory risk flagged in any S-4’s risk factors section. A company building an entire public treasury around a single digital asset faces existential risk if that asset is later classified as a security. The SEC’s commodity guidance effectively removes that overhang.

From legal limbo to Nasdaq

The Evernorth filing caps a remarkable transformation in XRP’s regulatory trajectory. The SEC sued Ripple in December 2020, alleging that XRP sales constituted unregistered securities offerings. In July 2023, Judge Analisa Torres ruled that programmatic XRP sales on public exchanges do not constitute securities—a landmark partial victory for Ripple.

The case wound through appeals and settlement negotiations throughout 2024 and into 2025, with the SEC ultimately dropping its appeal in March 2025. Ripple CEO Brad Garlinghouse later claimed at XRP Sydney 2026 that former SEC Chair Gary Gensler had privately admitted he was “wrong” about Ripple.

The regulatory clarity has unlocked institutional activity. XRP ETFs launched in November 2025, and Evernorth’s $1 billion SPAC merger represents the most ambitious institutional commitment to XRP to date. Other companies, including VivoPower ($100 million XRP allocation), Nature’s Miracle Holding ($20 million), and Hyperscale Data ($10 million), have made smaller corporate treasury commitments, but none approach Evernorth’s scale.

What comes next

The S-4 is now subject to SEC review, which typically involves questions and amendments before the filing is declared effective. Once cleared, Armada II shareholders will vote on the merger. The companies originally targeted a Q1 2026 close, though SPAC timelines frequently extend due to review cycles, shareholder scheduling, and closing conditions.

If the merger completes as planned, Evernorth will become the first publicly traded company dedicated almost exclusively to holding and managing XRP at an institutional scale, a milestone that signals how far the asset has come from its years in regulatory limbo.

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