Ripple-Backed Evernorth Files SEC Amendment for $1B+ XRP Treasury, Aims to List as 'XRPN' on Nasdaq

Headline: Ripple-Backed Evernorth Files SEC Amendment for $1B+ XRP Treasury, Aims to List as “XRPN” on Nasdaq Evernorth Holdings — a digital-asset treasury startup supported by Ripple and other major crypto backers — has filed an amended Form S-4 with the U.S. Securities and Exchange Commission as it advances a SPAC merger that would create a Nasdaq-listed XRP treasury company. Key deal mechanics and backing - Evernorth is seeking shareholder approval for a business combination with Armada Acquisition Corp II, a SPAC sponsored by Arrington Capital. If completed, the combined company is expected to trade on Nasdaq under the ticker XRPN. - The filing discloses more than $1 billion in investor commitments. Named participants include Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital. - Ripple has contributed north of 126.7 million XRP to the treasury initiative. Regulatory and shareholder steps - SEC staff are currently reviewing the amended registration statement and issuing comments. Once the SEC declares the filing effective, Armada Acquisition Corp II shareholders will vote on the merger. Plans for the XRP treasury business Evernorth says it will do more than accumulate XRP. The company plans to build services around the XRP Ledger (XRPL), including: - Operating XRPL validators; - Integrating Ripple’s RLUSD stablecoin to enable institutional DeFi activities; - Supporting tokenized real-world-asset initiatives. Evernorth also plans to track treasury performance with metrics such as XRP-per-share and yield-per-token. Pitching XRPL as market infrastructure In comments from Web Summit Vancouver highlighted in the filing, COO Meg Nakamura argued that many current payment systems were built decades ago and that blockchain-based networks can reduce friction and cost in cross-border money movement. Evernorth positions XRP as a broader infrastructure play beyond remittances — spanning lending, tokenized vaults, DeFi applications, and digital asset settlement. Financial snapshot and governance - Unaudited pro forma financials covering Evernorth Holdings, Pathfinder Digital Assets, and Armada Acquisition Corp II as of March 31, 2026 show mixed results: combined cash reserves rose in Q1, but the value of XRP held by Evernorth fell to about $387.14 million as XRP prices declined during the quarter. - Pro forma combined assets dropped from roughly $1.1 billion to about $870 million. - Evernorth disclosed consents from Deloitte & Touche and CBIZ CPAs PC for the financial statements. Board slate and market context The filing lists several high-profile board appointments and expected directors, including Ripple chief legal officer Stuart Alderoty, Evernorth CEO Asheesh Birla, Ted Janus, OpenAI Foundation CFO Robert Kaiden, and Antalpha COO Derar Islim. Market reaction in premarket trading showed Armada Acquisition Corp II shares about 0.20% lower on Monday, though the stock remains over 3% higher year to date. Evernorth’s filing also notes that, depending on shareholder redemptions, SBI Holdings could control up to 59.7% of voting power. At the time of the filing, XRP was trading near $1.30 after a 24-hour decline of more than 2%. What’s next The transaction hinges on SEC review and shareholder approval. If completed, the deal would create a publicly listed firm positioning XRP as both a treasury asset and a platform for institutional crypto services — a bet that Ripple and its partners are backing with substantial capital and token contributions.