Overview
- The SEC has approved Evernorth's Form S-4 registration on August 27, allowing Armada Acquisition Corp. II to proceed with a shareholder vote regarding their merger.
- Shareholders who were on record as of August 20 will cast their votes on the merger on September 30, while those wishing to redeem their shares must do so by September 28.
- Evernorth aims to become the largest publicly traded XRP treasury, although the $947 million investment it made in XRP last October has decreased in value significantly.
The Securities and Exchange Commission has paved the way for Evernorth Holdings, an XRP treasury company, to list on Nasdaq.
The SEC's declaration of the company’s registration as effective means it can merge with Armada, a special purpose acquisition company listed on Nasdaq, pending shareholder approval during a vote scheduled for September 30.
Myriad: What’s next for XRP prices? Share your prediction.If the vote succeeds and all closing conditions are met, the new entity is expected to debut on Nasdaq under the ticker "XRPN," with a target closing timeframe in late Q3 or early Q4 of this year. However, the SEC's approval does not equate to an endorsement of the merger, Evernorth’s business model, or XRP as a viable investment; it merely facilitates the voting process.
This move would establish it as the largest publicly traded XRP treasury globally.
Asheesh Birla, founder and CEO of Evernorth, emphasized this milestone as a significant step toward realizing their business combination, aiming to create an actively managed XRP treasury that meets the transparency and governance standards expected in public markets.
Evernorth falls under the category of digital asset treasury companies, or DATs, which are publicly traded firms that maintain cryptocurrency on their balance sheets and seek to raise additional capital for further acquisitions, contrasting with ETFs that simply track the token's price. While Strategy initially introduced this concept with Bitcoin, Evernorth is designed specifically around XRP, focusing on deploying its treasury through decentralized finance yield, validator operations, and ecosystem investments.
The company is supported by notable investors including Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR. Evernorth announced its intentions last October, raising over $1 billion to purchase XRP, with its S-4 filing in March revealing a goal of launching with at least 473 million XRP tokens, which includes a contribution from Ripple—created by the co-founders of the XRP cryptocurrency—that will only materialize post-merger.
However, Evernorth's actual XRP purchases have not performed as expected. The company invested approximately $947 million in XRP last October, but by February, the value of its holdings had plummeted by about $446 million. XRP has continued to decline, trading around $1.37 on Friday, reflecting a drop of over 5% that day and significantly lower than its all-time high of $3.65 reached in July 2025.
This decline is crucial for the trading of XRPN once it lists. DAT stocks rely on maintaining a premium over the value of their underlying cryptocurrency to continue raising affordable capital for acquisitions; a downturn in token value can erode that premium and disrupt the funding cycle essential for the model's success. Armada shareholders now have until September 28 to choose whether to redeem their shares or support the Nasdaq listing.