Evernorth Holdings Inc., a Ripple-backed XRP treasury company, filed an amended Form S-4/A with the U.S. Securities and Exchange Commission on July 13, 2026, updating the registration statement underpinning its planned public listing through a business combination with Armada Acquisition Corp. II.

The amended registration statement was accepted by regulators at 17:10:58 on July 13 under accession number 0001193125-26-302124, according to the SEC EDGAR index page. Evernorth is identified as the registrant.

The July 13 amendment package comprised 18 documents and introduced new exhibits EX-10.22, EX-10.23, and EX-10.24 alongside the amended registration statement. The inclusion of these exhibits indicates the filing is an update to existing records rather than an initial submission.

Background of the Business Combination

The transaction traces back to October 19, 2025, when Armada Acquisition Corp. II disclosed that it had entered into a Business Combination Agreement with Evernorth, Pathfinder Digital Assets LLC, and Ripple Labs Inc., as detailed in Armada's 8-K filing.

Evernorth has positioned itself as an XRP-focused treasury vehicle, stating that no digital asset treasury of significance had been built around XRP prior to its launch. The model mirrors the corporate treasury strategy popularized by companies such as MicroStrategy, which holds Bitcoin on its balance sheet, but applies it to XRP. This initiative aligns with other Ripple-backed projects, including the t54.ai XRP Ledger AI Hub.

What the New Exhibits Reveal

The amendment went beyond restating standard language. It introduced executive employment terms tied to the transaction, including an offer letter for Asheesh Birla dated June 24, 2026, appointing him Chief Executive Officer, filed as EX-10.22. Birla is a longtime Ripple executive who previously led product for Ripple's payments infrastructure, making his appointment CEO a signal that the treasury company will draw on established Ripple leadership.

Evernorth's treasury ambitions are substantial. According to a filed communication dated November 4, 2025, the company had purchased an additional 84,365,876.3625 XRP, bringing its total XRP purchased and committed to more than 473,276,430 XRP.

At press time, XRP traded at $1.08 with a market capitalization near $67.6 billion. The broader crypto market sentiment remained cautious, with the Fear & Greed Index at 28, signaling "Fear" territory.

"Evernorth is built to provide investors more than just exposure to XRP's price."
— Asheesh Birla, SEC-filed communication

Understanding the S-4/A Filing

A Form S-4 is the registration statement companies file with the SEC when securities are issued in connection with a business combination such as a merger or SPAC transaction. An S-4/A is an amended version, submitted to update disclosures as the regulatory process advances. Filing an S-4/A does not indicate that the SEC has approved or cleared the deal. SPAC transactions have faced heightened SEC scrutiny in recent years, with the commission imposing additional disclosure requirements on de-SPAC deals, making each amendment a meaningful step in the regulatory review process.

Remaining Steps Before a Nasdaq Listing

According to official company and SEC-filed materials, several milestones must be completed before the combined entity can list on Nasdaq:

• SEC effectiveness: The registration statement must be declared effective before any shares can be issued.
• Shareholder approval: Armada II's shareholder vote on the business combination remains pending.
• Listing conditions: The post-close company is expected to trade on Nasdaq under the ticker XRPN, subject to meeting listing requirements.

The transaction is expected to raise over $1 billion in gross proceeds, Evernorth announced.

The regulatory backdrop continues to evolve, with SEC crypto rulemaking potentially advancing depending on the trajectory of the CLARITY Act, which seeks to establish a clearer division of regulatory authority over digital assets between the SEC and the CFTC.

If completed, Evernorth's listing would stand as one of the first pure-play XRP treasury vehicles on a major U.S. exchange, giving public-market investors a new route to XRP exposure through a regulated equity. The July 13 amendment represents the latest confirmed Evernorth filing visible in EDGAR, and the governance exhibits it added provide the most detailed picture yet of how the combined XRP treasury company intends to be structured once public.