SEC declares Evernorth registration statement effective ahead of planned Nasdaq listing
The SEC has declared Evernorth's Form S-4 registration statement effective, clearing a key regulatory hurdle for the XRP treasury firm's planned Nasdaq listing via a SPAC merger with Armada Acquisition Corp. II under the ticker XRPN.
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SEC Clears Key Regulatory Hurdle
@evernorthxrp has cleared a major regulatory milestone on its path to going public. The U.S. Securities and Exchange Commission has declared Evernorth Holdings' S-4 registration statement effective, allowing progress toward a public listing. The SEC application involves Evernorth's proposed business combination with Armada Acquisition Corp. II, a special purpose acquisition company (SPAC), through which the firm plans to list on the Nasdaq.
If the merger closes, the combined company is expected to trade under the ticker XRPN, with the S-4 registering up to 34,499,992 shares of Evernorth Class A common stock and 11,499,992 warrants issuable in the combination. Armada shareholders are scheduled to vote on the deal on September 30.
An XRP Treasury Built for Institutional Investors
Evernorth is a digital asset treasury company designed as a regulated vehicle for public market investors seeking exposure to $XRP, with plans to actively deploy capital into XRP-based infrastructure and execute treasury strategies to grow its XRP-per-share.
The company has stated it expects the merger to generate $1 billion in gross proceeds, with the majority of those funds earmarked for building an XRP treasury and a smaller allocation set aside for operating and deal expenses. Evernorth has already begun accumulating $XRP, purchasing 473.27 million tokens across two tranches between October 20 and November 4, 2025, at an average cost of $2.54 per token.
The SPAC merger is expected to close in late Q3 or early Q4 of this year, subject to shareholder approval. Investors backing the company include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR, among others. Unlike ETFs, Evernorth intends to actively grow its XRP per share through a mix of institutional and DeFi yield strategies, ecosystem participation, and capital markets activities.
Sources:
The Block: XRP treasury firm Evernorth says SEC registration now effective
CoinMarketCap: XRP Treasury Evernorth Files SEC Form S-4 for Nasdaq Listing
SEC EDGAR: Evernorth Holdings Inc. Form S-4 Registration Statement
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