Evernorth Advances Nasdaq Listing Plan as Major XRP Treasury Company, Files S-4 Amendment With SEC

Evernorth Holdings has moved a step closer to becoming a publicly traded XRP treasury firm.

The firm filed an amendment to its Form S-4 registration statement with the U.S. SEC on April 7, 2026. Notably, the filing supports its planned business combination with Armada Acquisition Corp. II and targets a Nasdaq listing under the ticker XRPN.

The deal positions Evernorth as one of the first large-scale public companies built around holding and deploying XRP on its balance sheet.

Key Points

• Evernorth moves toward becoming a public XRP treasury firm with an amended SEC S-4 filing.
• The firm plans a Nasdaq listing under XRPN via a merger with Armada Acquisition Corp. II.
• Ripple Labs contributes 126.79M XRP, anchoring the deal with a major strategic stake.
• Institutional investors commit cash and XRP, signaling growing demand for structured XRP exposure.

Business Combination Structure Takes Shape

The amended filing outlines a multi-step merger process involving Evernorth, Armada Acquisition Corp. II, and Pathfinder Digital Assets. Upon completion, the combined entity will become a publicly traded company, issuing Class A shares and warrants to existing stakeholders.

Public shareholders, institutional investors, and strategic participants will receive equity in the new entity, with shares listing on Nasdaq. Based on a $10 reference price, the transaction implies a valuation of roughly $230 million for public shareholders alone, excluding warrants and additional funding layers.

Notably, the structure includes multiple share classes, with Class A shares carrying economic rights and listing eligibility.

Ripple’s XRP Contribution Anchors the Deal

A central component of the transaction is the involvement of Ripple Labs, which has committed a substantial amount of XRP to the deal.

Under a contribution agreement, Ripple transferred 126.79 million XRP tokens to the company in exchange for equity units. The value of this contribution is tied to XRP’s market price at signing. Additional adjustments will depend on price movements at closing.

Notably, Ripple’s chairman, Chris Larson, has also contributed XRP to the deal.

Institutional Investors Add Capital and XRP Exposure

The filing also details significant participation from institutional and accredited investors through advance and delayed funding rounds.

Advance funding agreements include $214 million in cash alongside a contribution of 600,000 XRP. Meanwhile, delayed funding adds another $10.5 million and 200,000 XRP. These investments will convert into equity at a standardized $10 share price, with adjustments based on XRP price performance.

The inclusion of XRP in subscription agreements highlights a hybrid financing model where investors gain exposure to equity and the underlying digital asset.

Toward a Public XRP Treasury Vehicle

Upon completion, the transaction would establish Evernorth as a publicly listed company with direct exposure to XRP, similar in concept to Bitcoin treasury firms but focused on the XRP ecosystem.

The company’s capital structure, XRP-denominated contributions, and Ripple’s direct involvement confirm a wide institutional push to formalize XRP within traditional financial markets.

The Nasdaq listing under XRPN could mark a significant milestone by offering public market investors a new way to gain structured exposure to XRP through equity rather than direct token ownership.