Evernorth Holdings, a company backed by Ripple, has submitted an amended registration statement to the U.S. Securities and Exchange Commission as it advances a proposed merger with Armada Acquisition Corp II. If the deal wins approval, the combined company is expected to trade on Nasdaq under the ticker XRPN, built around an XRP treasury strategy.
The filing says investor commitments now exceed $1 billion. Participants include Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital. Evernorth also disclosed that Ripple has contributed more than 126.7 million XRP to the treasury initiative.
SEC review remains the central hurdle for the merger
The amended filing was made on Form S-4 as Evernorth seeks approval for its proposed business combination with Armada Acquisition Corp II, a SPAC sponsored by Arrington Capital. SEC staff are still reviewing the registration statement and issuing comments. Once the filing is declared effective, shareholders of Armada Acquisition Corp II will vote on the proposed transaction.
The deal has not closed. The latest disclosures also outlined expected board appointments, including Ripple chief legal officer Stuart Alderoty, Evernorth chief executive Asheesh Birla, Ted Janus, OpenAI Foundation chief financial officer Robert Kaiden, and Antalpha chief operating officer Derar Islim.
Evernorth ties the treasury plan to broader XRPL services
Evernorth said its strategy goes beyond accumulating XRP on the balance sheet. Company disclosures describe plans to operate XRPL validators, integrate Ripple’s RLUSD stablecoin for institutional DeFi activity, and support tokenized real-world asset initiatives.
The company also introduced performance measures such as XRP-per-share and yield-per-token to assess treasury results. In comments shared from Web Summit Vancouver, chief operating officer Meg Nakamura said many payment systems linking major banks were built 30 to 60 years ago. Evernorth argues that international transfers remain slower and more expensive than other forms of digital transmission, and that blockchain networks can reduce those frictions.
Its disclosures describe XRP as serving use cases beyond cross-border payments, including lending, tokenized vaults, decentralized finance applications, and digital asset settlement. Evernorth’s website identifies the business as a digital asset treasury platform focused on giving investors exposure to XRP-linked opportunities.
Pro forma statements show lower XRP value and reduced combined assets
Separate unaudited pro forma financial statements provided an updated view of the combined business as of March 31, 2026, covering Evernorth Holdings, Pathfinder Digital Assets, and Armada Acquisition Corp II. While combined cash reserves rose in the first quarter, the value of Evernorth’s XRP holdings fell to about $387.14 million as XRP prices moved lower during the period.
The same filing showed pro forma combined assets declining from roughly $1.1 billion to about $870 million. Evernorth also said Deloitte & Touche and CBIZ CPAs PC provided consents related to the financial statements.
In market trading, shares of Armada Acquisition Corp II were down about 0.20% in premarket activity on Monday, though the stock remained more than 3% higher year to date. The company also said SBI Holdings could control as much as 59.7% of voting power if shareholder redemptions create additional dilution. XRP changed hands near $1.30 after falling more than 2% over the previous 24 hours.