SEC Clears Path for Evernorth XRP Treasury Merger With Armada

SEC approves paperwork for Evernorth-Nasdaq listing

The U.S. Securities and Exchange Commission (SEC) has declared effective the registration statement for Evernorth Holdings, clearing the way for the company to merge with Armada Acquisition Corp. II. This regulatory milestone allows the combined firm to schedule a shareholder vote on the deal for September 30.

If the vote passes and other closing conditions are met, Evernorth is expected to debut on the Nasdaq under the ticker symbol "XRPN." The company said it targets a full merger closure in late Q3 or early Q4 of this year.

The SEC's declaration does not constitute an endorsement of the merger, Evernorth's business model, or XRP as an investment. It simply clears the necessary paperwork for the shareholder vote to proceed.

Shareholder vote and redemption deadlines

• Armada shareholders of record as of August 20 will vote on the merger on September 30.
• Investors seeking to redeem their shares—meaning they want their money back rather than investing in the merged company—must file by September 28.
• The merged entity would become the world's largest publicly traded XRP treasury company.

What the SEC filing says

In a statement, Evernorth founder and CEO Asheesh Birla called the SEC's action "an important milestone toward completing our proposed business combination." He described the company's goal as building an actively managed XRP treasury with the transparency and governance he says public markets demand.

Evernorth is a digital asset treasury (DAT), a type of publicly traded firm that holds cryptocurrency on its balance sheet and raises fresh capital to buy more of it. This differs from an exchange-traded fund (ETF), which simply tracks the price of an asset without actively managing a treasury. Evernorth plans to actively deploy its XRP holdings through decentralized finance (DeFi) yield, validator operations, and ecosystem investments.

Backers and XRP holdings

Evernorth's backers include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR. The firm initially announced its plans last October with more than $1 billion raised to purchase XRP.

According to its S-4 filing in March, Evernorth targeted launching with at least 473 million XRP tokens. This includes a contribution from Ripple, created by XRP's co-founders, which will only be delivered once the merger closes.

XRP value drop raises questions for future funding

Evernorth's initial purchases have faced significant valuation headwinds. The firm spent roughly $947 million buying XRP in late October. By February, that stash was worth about $446 million less than its purchase price.

XRP has continued to slide since then, trading near $1.37 on Friday, down more than 5% for the day and well below its July 2025 all-time high of $3.65.

This price gap is critical for how the company might perform after listing. DAT stocks typically rely on trading at a premium to the value of their underlying crypto to keep raising cheap capital and buying more tokens. When the token price falls, that premium can disappear, potentially stalling the funding loop that supports the business model.

Why this matters for the XRP market

The Evernorth merger represents one of the first major attempts to apply the Bitcoin treasury model to XRP. Its success or failure could influence how other digital asset treasuries approach fundraising and token accumulation during market downturns. If the company struggles to maintain a premium while holding a depreciating asset, it may deter similar XRP-focused listings.

What happens next

Armada shareholders will vote on September 30. If approved, the combined firm expects to complete the merger and list on Nasdaq in late Q3 or early Q4 2026.

Sources

• Decrypt