Evernorth Holdings Inc. has filed a Form S-4 with the U.S. Securities and Exchange Commission (SEC) on March 18, outlining plans to merge with special purpose acquisition company (SPAC) Armada Acquisition Corp. II and list on the Nasdaq under the ticker XPRN. The transaction is designed to create a publicly traded, regulated entity that provides direct exposure to XRP assets, marking a significant step for institutional-grade digital asset management.
Transaction Structure
The S-4 filing details a multi-step deal involving Pathfinder Digital Assets LLC, Evernorth Corporate Merger Sub Inc., and Evernorth Company Merger Sub LLC. The SPAC will re-domicile from the Cayman Islands to Delaware before closing, with shares automatically converting into common stock. Holders of Evernorth interests and SPAC shares can exchange their positions into Class A common shares of the combined company under specified terms. Evernorth stated its core strategy is to “offer investors transparent XRP exposure through a regulated corporate structure, with active management within a disciplined financial framework.”
Ripple Backing and $1B+ Raise
Financing arrangements are heavily based on XRP-denominated contributions. Ripple contributed 126,791,458 XRP tokens in exchange for equity units, while additional private investments include $214.05 million in prepayments plus 600,000 XRP, along with $10.5 million and 200,000 XRP through delayed draw facilities. Pricing references the CME CF XRP-Dollar Reference Rate, which stood at $2.36609 at signing. A Series C PIPE (private investment in public equity) involves over 211 million XRP tokens contributed by the sponsor, capped at 19.9% ownership; a separate affiliate contributes 50 million XRP at a 9.9% threshold, with excess reallocated to unlisted units. Evernorth revealed it has raised over $1 billion in gross proceeds to build what it expects to be the largest public XRP asset manager on the Nasdaq. The filing also provides for issuance of up to 34,499,992 Class A shares and 11,499,992 warrants at $11.50 per warrant, assuming a share price of $10.00, implying a public market transaction value of $230 million for public stockholders.
Market Implications
The deal reflects surging institutional demand for regulated digital asset exposure. By using a SPAC vehicle, Evernorth can expedite its Nasdaq listing while leveraging XRP’s native token to create a distinctive product. Ripple’s involvement as a strategic investor validates the combination of decentralized assets with traditional listing structures. If completed, XPRN would become one of the first U.S.-listed vehicles focused exclusively on XRP asset management, offering institutions a compliant on-ramp to cryptocurrency allocation. The S-4 remains subject to SEC review, shareholder approval, and other customary closing conditions. Evernorth emphasized its goal to “combine public market discipline with XRP-based financial infrastructure to help shape a more transparent, efficient, and connected global financial system.”