Evernorth Holdings Inc. has moved a major step closer to public markets after filing a Form S-4 with the U.S. Securities and Exchange Commission in connection with its planned merger with Armada Acquisition Corp. II. The proposed deal would create a Nasdaq-listed company, expected to trade under the ticker XPRN, built around a treasury strategy focused on XRP holdings and active balance-sheet management.
The filing positions Evernorth as a public-market vehicle designed to offer investors regulated exposure to XRP through a corporate structure rather than direct token custody. At a time when institutional demand for compliant digital-asset access remains a dominant theme, the company is seeking to combine a listed equity wrapper with a treasury model centered specifically on XRP.
Merger Structure Sets Up the Nasdaq Path
According to the registration statement, the transaction includes several steps involving Pathfinder Digital Assets LLC, Evernorth Corporate Merger Sub Inc., and Evernorth Company Merger Sub LLC, alongside Armada Acquisition Corp. II. Before the combination closes, the SPAC is expected to domesticate from the Cayman Islands to Delaware, converting into a U.S.-incorporated entity and automatically reclassifying its shares into Delaware common stock.
That structure would allow holders of company units and SPAC shares to exchange their positions for Class A common stock in the combined business, subject to the terms and adjustments set out in the filing. Evernorth described the strategy as building a public company intended to give investors transparent XRP exposure through a regulated framework, with the treasury plan centered on holding and actively managing XRP under a disciplined corporate policy.
Ripple Plays a Central Role in the Financing
One of the most notable features of the transaction is the scale of XRP-denominated support embedded in the capital structure. Ripple has committed 126,791,458 XRP in exchange for equity units in the combined company. Additional private placements disclosed in the filing include $214.05 million in advance funding together with 600,000 XRP, as well as $10.5 million and 200,000 XRP through delayed funding agreements.
The valuation mechanics rely on the CME CF XRP-Dollar Reference Rate, with a signing benchmark price of $2.36609 and further adjustment formulas tied to closing values. This approach gives the transaction a more structured pricing basis than ad hoc token valuation, which is especially important in a public-market context where disclosure, consistency, and investor protections are under heavier scrutiny.
Over $1 Billion in Gross Proceeds Targeted
Evernorth said the broader capital-raising framework has already taken shape at significant scale. The filing outlines a Series C private investment in public equity structure in which the sponsor will contribute more than 211 million XRP, while remaining subject to a 19.9% ownership cap. A separate affiliated entity is expected to contribute 50 million XRP under a 9.9% ownership threshold, with any excess redirected into non-listed units.
Based on the company’s own disclosure, Evernorth has raised more than $1 billion in gross proceeds to support what it says is expected to become the largest public XRP treasury company on Nasdaq. The scale is central to the company’s pitch: rather than serving as a small experimental crypto treasury, Evernorth is presenting itself as an institutional-grade vehicle with meaningful balance-sheet exposure to XRP from day one.
Share Issuance and Warrants Outline the Equity Framework
The S-4 filing also provides for the issuance of up to 34,499,992 shares of Class A common stock and 11,499,992 warrants. Assuming a $10.00 share value, the warrants would carry an exercise price of $11.50. Under those assumptions, the implied transaction value attributable to public shareholders is approximately $230 million.
Following the closing, equity in the combined company would be distributed among investors, the sponsor, and Ripple, among other parties identified in the transaction. The structure highlights how the deal attempts to bridge token-native capital contributions and conventional public-equity mechanics, an increasingly watched theme as crypto-linked treasury companies seek broader institutional legitimacy.
Why the Market Is Watching
The significance of the deal lies not only in its size but in its form. If completed, Evernorth would offer a Nasdaq-listed, regulated route to XRP exposure for investors who prefer public securities over direct token ownership. That may appeal to institutions constrained by custody, compliance, or internal mandates that limit direct participation in digital asset markets.
The transaction also underscores the continued use of the SPAC model as a route to market for digital-asset companies, even as regulatory expectations remain high. By using a detailed SEC registration process and benchmark-based asset pricing, Evernorth appears to be framing its XRP strategy in terms familiar to public-market investors: governance, disclosures, treasury policy, and defined ownership limits.
More broadly, the filing reflects a developing trend in crypto finance: turning digital assets into the foundation of public corporate treasury strategies. In this case, Evernorth is not positioning XRP as a side allocation, but as the core of its business model. With Ripple participating directly and the transaction sized above $1 billion in gross proceeds, the proposed listing stands out as one of the most ambitious attempts yet to create a large-scale, regulated public-market XRP vehicle.
Whether the merger closes on schedule and proceeds to a Nasdaq debut will depend on regulatory review, shareholder approvals, and final transaction conditions. But based on the filing, Evernorth has now formally set in motion a plan that could reshape how public investors access XRP through listed equity markets.