Evernorth Holdings, an XRP-focused digital asset treasury company, said the U.S. Securities and Exchange Commission (SEC) declared its Form S-4 registration statement effective on August 27, 2026, marking a key procedural step in its proposed business combination with Armada Acquisition Corp. II.
If the transaction receives shareholder approval and satisfies the remaining closing and Nasdaq listing conditions, the combined company is expected to trade on Nasdaq under the ticker “XRPN.” The parties have said the transaction is expected to close in late Q3 or early Q4 2026.
The SEC’s effectiveness declaration does not constitute approval or endorsement of the proposed transaction, Evernorth’s business model or XRP. Evernorth’s disclosure states that neither the SEC nor any state regulator has approved or disapproved the transaction, passed on its merits or confirmed the adequacy of its disclosures.
What Evernorth Is
Evernorth, incorporated in Nevada in October 2025 and led by former Ripple executive Asheesh Birla, describes itself as an actively managed XRP treasury company.
The company plans to hold XRP and deploy capital across the XRP ecosystem, including XRP Ledger infrastructure, on-chain markets and other strategies intended to increase “XRP per share” over time.
Evernorth is not an exchange-traded fund. It is an operating company that intends to hold and actively manage digital assets on its balance sheet. The structure provides public-market exposure to XRP through the proposed Nasdaq-listed company rather than through direct ownership of the token.
The Deal, Backers and Timeline
The proposed transaction is expected to raise more than $1 billion in gross proceeds, including a $200 million commitment from Japan’s SBI Group. Other investors include Ripple, Pantera Capital, Kraken, GSR and Arrington Capital.
Ripple’s involvement includes an investment in Evernorth and a contribution of more than 126 million XRP to the planned treasury. Ripple Chief Legal Officer Stuart Alderoty is also expected to join Evernorth’s board.
The connections between Evernorth, its investors, the Armada II sponsor and the XRP ecosystem are therefore a notable part of the transaction structure. Armada II shareholders of record as of August 20, 2026, are scheduled to vote on the business combination at a special meeting on September 30, 2026. If shareholders approve the transaction and the remaining conditions are satisfied, the combination is expected to close shortly afterward.
The Nasdaq listing remains conditional and has not occurred.
The XRP Treasury’s Value Has Fallen From Acquisition Levels
Evernorth’s planned XRP treasury has also changed in value as the price of XRP has moved. The company has disclosed holdings of approximately 473 million XRP and previously reported investing about $1.2 billion to build the position.
At an XRP price of around $1.42 as of August 28 05:15 AM UTC as per CoinGecko data, the holdings would be worth approximately $672 million, based on 473 million XRP, although the value changes with the token’s market price. Evernorth also disclosed a $233.7 million digital-asset impairment for 2025 in its filings.
The impairment reflects accounting treatment and should not be interpreted as a realized loss on the company’s XRP holdings. Earlier filings also showed changes to the transaction structure as XRP’s value declined. The revised terms included a reduction in sponsor founder shares intended to limit dilution, according to the company’s disclosures.
Governance and Structural Risks
Beyond XRP price movements, the proposed structure carries risks associated with SPAC transactions and digital-asset treasury companies. The company disclosures also indicate that SBI could hold a significant portion of voting power under certain redemption scenarios. That could result in concentrated shareholder control following the transaction.
The value of a listed digital-asset treasury company can also differ from the market value of the tokens it holds. The company’s share price may trade at a premium or discount to its net asset value, while dilution, operating expenses and the results of its treasury strategies can affect the amount of XRP represented by each share.
Evernorth’s strategy also introduces risks beyond simply holding XRP, including risks associated with lending, liquidity provision, custody and on-chain financial activity.
Part of a Broader Digital Asset Treasury Trend
Evernorth is among companies seeking to use public-market structures to hold and manage digital assets, extending a model that became prominent through Bitcoin treasury companies to other tokens.
The company’s proposed strategy goes beyond holding XRP and includes deploying capital into infrastructure and on-chain markets connected to the XRP ecosystem.
The model could give public-market investors exposure to XRP through company shares, but the resulting investment would also include corporate, governance, operational and treasury-management risks that differ from directly holding XRP.
What’s Next
The September 30 shareholder vote is the next scheduled milestone for the transaction. Armada II shareholders must approve the proposed business combination before it can proceed.
The parties must also satisfy the remaining closing conditions and Nasdaq’s listing requirements. If those conditions are met, the combined company is expected to begin trading on Nasdaq under the ticker “XRPN.”
The SEC’s effectiveness declaration therefore moves Evernorth closer to a potential public listing but does not complete the merger or guarantee the Nasdaq listing.
The Crypto Times is reporting the SEC filing milestone, transaction structure and planned timeline. It is not offering a view on XRP, Evernorth, or the potential performance of the combined company.
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