Evernorth Holdings, the Ripple-backed XRP treasury firm listed on Nasdaq under the ticker XRPN, has filed an S-1 registration statement with the U.S. Securities and Exchange Commission (SEC) to register the potential resale of 73,688,162 Class A shares along with 239,653 sponsor warrants. The filing was submitted on October 30, and existing investors are named as the selling securityholders.

The registration pertains to securities already outstanding as well as those that will be issued by way of conversion, exchange, and the exercise of warrants. Sales made pursuant to the prospectus will necessitate an effective registration. As a preliminary prospectus, the document does not verify that any sale of securities by the listed investors will actually take place. Registrations of this kind are the standard mechanism by which privately placed shares held by early backers become eligible for public resale, a routine step for companies that reached public markets through a business combination rather than a traditional initial public offering.

ripple:native | Ripple-Backed Evernorth Holding Files S-1 with US SEC Evernorth (Nasdaq: XRPN) filed an S-1 to register the resale of up to 73.7M shares by existing holders (Arrington, Ripple, SBI affiliates, Larsen-related trust & others). Company receives no proceeds from… pic.twitter.com/J23nyvacZs
— Rednirav (@CryptoRednirav) October 31, 2026

What the Filing Covers

According to the filing, the registration encompasses 19,102,635 Class A shares that have already been issued. Evernorth Holdings additionally registered 31,392,746 shares covering Class C conversions, an issuance that is also subject to share ownership limitations. A further 22,953,128 shares relate to units of the corporation owned by Ripple, which may be converted into Class A shares.

The statement also covers 239,653 shares that would be issued pursuant to the exercise of sponsor warrants. The sponsor warrants are themselves registered for resale, and they allow warrant holders to purchase shares at $11.50 per share. These warrants are held by Arrington XRP Capital Fund, Cohen & Company Securities, and Northland Securities.

The selling shareholders identified in the filing are parties related to SBI Holdings, Ripple, Arrington XRP Capital Fund, Chris Larsen, Payward, and Gumi. Their holdings consist of shares offered pursuant to prior private subscriptions and contributions.

Who Receives the Sale Proceeds

Evernorth Holdings will not receive any proceeds from the sale of securities by the investors listed in the document. Should the holders decide to exercise their sponsor warrants for cash, however, the company would receive the money. A full exercise for cash at the disclosed price would represent gross proceeds of approximately $2.76 million.

The company will cover all expenses associated with the registration process, while commissions and discounts will be paid by the selling investors out of the proceeds from their own transactions. According to the prospectus, these investors may sell their securities from time to time. Such an arrangement is standard for resale registrations, which are filed for the benefit of existing securityholders rather than to raise capital for the issuer.

Some of the securities remain subject to lock-up restrictions. Such securities cannot be sold for six months from the completion of the business combination, with certain stated exceptions. The agreements also include provisions for release in connection with specified corporate transactions.

Conversions and exchanges are limited based on the ownership interest of the investors, and Evernorth Holdings is also permitted to redeem some units in cash. The prospectus further notes that some of the shares being registered may never be issued.

How the Cantor Facility Supports XRP Plans

In a separate transaction, Evernorth Holdings entered into a stock purchase agreement with CF Principal Investments on October 23. The purchaser is an affiliate of Cantor Fitzgerald. The facility provides for the issuance of up to 5,218,935 new Class A shares, with the issuer holding discretion over the timing of the issuance and the quantity of shares issued, within the parameters of the facility. Use of the full allotment is not mandatory. Facilities of this type are generally drawn in tranches as capital is needed rather than raised in a single upfront offering.

The corresponding prospectus provides an estimated gross proceeds figure of $80.7 million. That amount assumes that all shares issued under the facility are sold at $15.46 per share, which was the closing price on October 22.

XRP Treasury Deployment

Earlier this month, Ripple partnered with Kraken, Coinbase, and BitGo, which are serving as institutional execution partners. The company also provided information on how it intends to make use of the capital from its 473 million XRP treasury, with those plans set to be executed starting in the fourth quarter of 2026.

One of the goals of Evernorth Holdings is to increase the value of XRP per share. At the initial stage, the firm will use existing counterparties and oversight from its investment and risk team. Further investments in on-chain lending markets will depend on the activation of the XRP Ledger's functions in production, making that activation a gating step for the lending-market portion of the plan. The partnerships remained conditional on customary terms and approvals.

Evernorth Holdings began trading on Nasdaq under the XRPN ticker on October 12, following the completion of its business combination with Armada Acquisition Corp. II. From here, the milestones to track are set out in filings and stated plans: the registration's path to effectiveness, the six-month lock-up window that runs from completion of the business combination, any draws on the discretionary Cantor facility, and the planned start of treasury deployment in the fourth quarter of 2026.

Market Snapshot

XRPN was trading on Friday, October 30, at $14.20, down 3.47%. The shares subsequently moved up to $14.48 in after-hours trading, a gain of 1.97% against the closing price, according to Stock Analysis. Separately, XRP was changing hands around $1.24, within a 24-hour trading range of $1.23 to $1.26. According to CoinGlass, XRP futures open interest stood at approximately $2.80 billion.