Ripple-Backed XRP Treasury Evernorth Advances Merger & Nasdaq Listing with S-4 Filing

Ripple-backed Evernorth Holdings moves closer to its merger with Armada Acquisition Corp II and becoming the largest Nasdaq-listed public XRP treasury. After naming its board of directors and unaudited pro forma financial details, the company now awaits the SEC approval.

Ripple-Backed Evernorth Nears Merger to Become Largest Public XRP Treasury

Evernorth Holdings, the Ripple-backed active XRP treasury firm, has filed an amendment to its Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC).

The filing advances its proposed business combination with Armada Acquisition Corp II, a special purpose acquisition company sponsored by Arrington Capital. The merger aims to create the largest public XRP treasury company to trade on Nasdaq under the ticker XRPN.

Evernorth has raised over $1 billion in gross proceeds from investors including Arrington Capital, Ripple, SBI Holdings, Pantera Capital, and Kraken. Ripple has contributed 126,791,458 XRP to the company.

Beyond holding XRP, Evernorth will operate XRPL validators, RLUSD stablecoin integration for institutional DeFi lending and yield opportunities, and tokenized real-world assets. It will use metrics like XRP-per-share and yield-per-token to measure performance.

Evernorth now awaits the SEC’s approval for the registration statement, which is under review and comments. After the SEC declares the S-4 effective, Armada Acquisition Corp II’s shareholders will vote on the proposed merger.

Evernorth Announces Unaudited Pro Forma Financial Information

As XRP treasury Evernorth progresses towards the merger, it has announced unaudited pro forma condensed combined financial statements as of March 31, 2026. The financial details for Evernorth Holdings, Pathfinder Digital Assets, and Armada Acquisition Corp II are shared.

The combined cash reserves of the companies have increased in Q1 2026. However, the value of XRP held at Evernorth Holdings’ treasury has dropped to $387.14 million due to drop in XRP prices.

Notably, the pro forma combined statements reduced from $1.1 billion to almost $870 million. It also mentions consent from Deloitte & Touche and CBIZ CPAS PC on the financial statements.

Nevertheless, the company named Ripple’s CLO Stuart Alderoty to the board of directors, along with CEO Asheesh Birla and Ted Janus. Moreover, OpenAI Foundation chief financial officer Robert Kaiden and Antalpha chief operating officer Derar Islim will serve on the board of directors.

XRPN Stock Slips amid XRP Price Fall

Armada Acquisition Corp II’s XRPN stock price is trading 0.20% lower in premarket trading on Monday. Nasdaq-listed XRPN stock jumped more than 3% higher year-to-date.

Japan-based SBI Holdings has high voting power in the XRP treasury. If stock dilutions are higher due to redemptions, the company’s voting power can rise to 59.7%.

XRP price fell more than 2% in the past 24 hours, currently trading at $1.30. The 24-hour high and low are $1.35 and $1.30, respectively. Furthermore, trading volume has increased by almost 44% over the last 24 hours amid the US-Iran war escalation.

However, derivatives markets recorded buying over the last few hours, according to CoinGlass data. The total XRP futures open interest climbed more than 0.65% to $2.94 billion in the past 4 hours.