The US Securities and Exchange Commission (SEC) declared the S-4 registration statement of the XRP treasury firm Evernorth effective in August 2026, clearing the way for the company's planned listing on Nasdaq. Evernorth intends to go public through a merger with the special purpose vehicle Armada Acquisition Corp. II, with shares of the combined company set to trade under the ticker XRPN.

A Digital Asset Treasury Company following the Strategy template

Evernorth is a Digital Asset Treasury Company (DAT). Such firms purchase a single cryptocurrency and hold it on their own balance sheet, giving stock market investors indirect exposure to the token without requiring them to custody it themselves. The model traces back to Strategy, formerly MicroStrategy, which first established the approach for Bitcoin after it began adding the cryptocurrency to its corporate balance sheet in 2020.

Evernorth originally filed its S-4 registration in March 2026 to reach Nasdaq through the Armada merger. Backers of the vehicle include Ripple, Kraken, Pantera Capital, SBI Group, Arrington Capital and GSR. The registration covers up to 34.5 million Class A common shares and roughly 11.5 million warrants — instruments that give holders the right to buy shares at a preset price at a later date.

What the effectiveness declaration means

Form S-4 is the registration statement a company files when new shares are to be issued as part of a merger or business combination, which is why it sits at the heart of the SPAC process. The SEC's declaration of effectiveness is not a verdict on the business model. For now, it confirms only that the registration documents meet the formal disclosure requirements. As a result, Armada shareholders can now vote on the merger, while Nasdaq approval — which depends on the combined company meeting the exchange's listing standards — and the customary closing conditions remain outstanding. Evernorth announced the step in late August 2026 in its own press release.

The timetable is tight. Armada shareholders will vote on the merger at a special meeting on September 30, 2026, with August 20, 2026 serving as the record date for voting eligibility. If shareholders approve and the customary closing conditions are met, the deal is expected to close late in 2026, in a window running from the late third quarter to the early fourth quarter. Trading in the combined company would then begin under the ticker XRPN, with the associated warrants also expected to list, likely under the symbol XRPNW.

Armada Acquisition Corp. II is a special purpose vehicle with no operating business of its own; it raises capital on the stock market and later acquires a target company. In May 2025, the company raised around USD 230 million in its own public offering. In total, the now-effective registration covers 34,499,992 Class A shares and 11,499,992 warrants. Evernorth is likely to issue only what the merger and the accompanying capital raise require.

Ripple, Kraken and Pantera stand behind the treasury strategy

The investor roster sets Evernorth apart from smaller treasury vehicles pushing onto US exchanges. The group comprises several of the industry's largest backers and trading houses: Ripple, Kraken, Pantera Capital, Japan's SBI Group, Arrington Capital and GSR. Their capital forms the basis for the XRP holdings the company intends to hold after the merger.

Ripple's role stands out in particular. The company behind the XRP Ledger ecosystem appears not only as a financial backer of the vehicle; it also contributes its own XRP holdings and its in-house US dollar-pegged stablecoin RLUSD to the treasury strategy. The payments provider thereby secures influence over a listed vehicle whose purpose is building a permanent XRP position, meaning part of the capital comes not from outside but from the ecosystem itself.

Evernorth founder and CEO Asheesh Birla places the governance setup front and center. Rather than acting as a passive holder, the company positions itself as an actively managed balance sheet vehicle that accepts the disclosure obligations of a listed company, including regular financial reporting to the SEC.

"Today marks an important milestone on the path to completing the planned business combination. We set out to build an actively managed XRP treasury with the transparency and governance that public markets demand."

— Asheesh Birla, Founder and CEO, Evernorth

The largest listed XRP treasury vehicle

After the merger closes, Evernorth intends to hold at least 473 million XRP, which would make it the largest listed treasury vehicle for the token. The transaction is expected to bring in more than USD 1 billion in gross proceeds — more than four times what Armada previously raised in its own public offering. Most of the capital is therefore unlikely to come from the original special purpose vehicle, but from the accompanying placement.

The firm joins a trend that began with Bitcoin treasury companies and has since spread to altcoins. Following the Strategy template, comparable vehicles have emerged for Ether, Solana and XRP. The route through a SPAC merger has also established itself as a common pattern; young crypto treasury firms rarely choose the classic IPO, which is more demanding and more selective in its review.

One question remains open: whether the announced holdings materialize in full. That depends on the shareholder vote at the end of September and on the fulfillment of the customary closing conditions. Until trading actually starts, Evernorth remains an announced vehicle without a share price.

Competition from existing spot XRP ETFs

Evernorth is not entering an empty field. Seven spot XRP ETFs already trade in the US, offering institutional investors regulated access to the token. According to an analysis by CryptoRank, these products recorded cumulative net inflows of around USD 1.51 billion through mid-August 2026, with total net assets of about USD 934 million — assets under management that sit well below the sum of the money raised so far.

A treasury vehicle must therefore prove its own added value against these products. Evernorth is betting on an actively managed balance sheet, while an ETF tracks the token passively. The shares of such a company, however, do not necessarily follow the price of the token held. Like closed-end funds, treasury companies can trade at a premium or a discount to the value of the coins on their balance sheet; ultimately, what matters is the valuation the market grants the company.

XRP last traded at USD 1.43, up 1.53% from the previous day, with a market capitalization of USD 89.48 billion. The token remains the fifth largest cryptocurrency by market capitalization.