Evernorth Holdings Inc. an actively managed XRP treasury company, advanced toward a Nasdaq listing after the Securities and Exchange Commission declared its Form S-4 registration statement effective on Aug. 27. The effective declaration clears the path for Armada Acquisition Corp. II shareholders to vote on the business combination on Sept. 30. Shareholders of record as of Aug. 20 are eligible to vote.
Armada II, a Nasdaq-listed special purpose acquisition company, will merge with Evernorth to take the XRP treasury company public under the ticker XRPN. Evernorth filed a final amendment to its registration statement on Aug. 26, preceding the SEC's declaration.
Asheesh Birla, Evernorth founder and CEO, said the effective registration marks a key milestone toward bringing an actively managed XRP treasury to public markets with institutional governance. "This step brings us closer to delivering on that vision," Birla said.
Evernorth's operational model differs from passive digital asset treasury companies. The firm plans active management of its XRP holdings through lending, liquidity provision and participation in decentralized finance on the XRP Ledger. The strategy targets capital deployment across various crypto mechanisms to maximize returns on its XRP position.
The XRP Ledger supports asset issuance, decentralized trading, escrow and tokenization—giving Evernorth multiple avenues to leverage its holdings after the Nasdaq listing.
Institutional backing includes Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR. Evernorth also works with t54, a financial technology firm offering AI-powered verification and compliance tools for the XRP Ledger, to manage automated treasury activity.
Revised financing terms announced in August adjusted how XRP's market value impacts private-placement share issuance at closing. The new formula replaces an original $2.36 XRP benchmark with a volume-weighted average price at closing. This change could reduce shares issued and increase each Armada II shareholder's proportional interest in the treasury.
The SEC's declaration permits the companies to proceed with the shareholder vote but does not signify approval of the merger's merits or fairness. Shareholder authorization and customary closing conditions remain outstanding. The transaction is projected to close in late Q3 or early Q4.
