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Evernorth Holdings moved closer to becoming a publicly traded XRP▲$1.13 treasury company after a Form S-4 registration statement submitted to the U.S. Securities and Exchange Commission (SEC) was declared effective.
The move also allows Armada Acquisition Corp. II to distribute definitive proxy materials and makes the proposed business combination a priority for a Sept. 30 shareholder vote.
If Armada shareholders approve the transaction and the other closing conditions are satisfied, the combined company will be listed on the Nasdaq under the ticker XRPN, and Evernorth said that the transaction could close shortly after approval.
However, the registration statement’s effectiveness did not mean that the SEC had approved the merger, Evernorth’s strategy, or XRP as an investment.
Shareholders of record as of Aug. 20 may vote, with public shareholders eligible to approve the transaction and redeem their shares by submitting redemption requests by Sept. 28.
These redemptions may reduce the cash Armada will contribute at closing, and the amount ultimately received may vary based on financing commitments and other adjustments.
Armada went public in May 2025, raising $230 million. Its sponsor became Arrington XRP Capital Fund. Evernorth expects gross proceeds from the transaction to exceed $1 billion, subject to change.
The company’s proposed model goes a step further with Evernorth’s intention to deploy capital into XRP infrastructure, lending, liquidity and other on-chain markets in order to grow XRP per share over time. That said, the goal also brings with it risks such as counterparty, custody, smart contracts, and volatility risks.
Ripple, SBI Group, Arrington Capital, Pantera Capital, Kraken, and GSR are among the investors interested in backing the deal. Ripple had already contributed over 126.7 million XRP to the scheduled treasury. Previous disclosures by Evernorth indicated that its broader holdings involve around 473 million XRP, the value of which fluctuates with XRP market price.
The amount of exposure is key to the investment thesis, as XRP price impacts the treasury value, NAV, and number of XRP per share. Some of the documents from the transaction taken earlier on had referenced the price of $2.36609 for some structural aspects of the transaction; this is a contractual price, not a forecast of prices.
Dilution is another US concern, and transaction documents further incorporate sponsor shares, warrants, other private-placement securities, and registered equity. The legal opinion related to the deal noted that this would involve up to 34.5 million common shares and warrants for an additional 11.5 million common shares.
The Sept. 30 vote is next and, if it is approved by shareholders, each side must still comply with the conditions and the Nasdaq rule.
If the merger closes, Evernorth will have a public way to transact on its actively managed XRP treasury strategy. If the merger is rejected by shareholders or any of the closing conditions are not satisfied, the Nasdaq IPO will not move forward as planned.
Source: bitcoinfoundation.org