Key Takeaways:
- Evernorth filed an amended SEC registration for its Nasdaq XRP treasury merger
- The Ripple-backed company secured over $1 billion in investor commitments
- XRP holdings stood at $387 million as the SEC reviews the proposal
Key Takeaways:

Evernorth Holdings filed an amended SEC registration statement to advance a merger backed by more than $1 billion in committed capital, creating a Nasdaq-listed XRP treasury company.
"Many payment systems connecting major banks were built between 30 and 60 years ago," Meg Nakamura, chief operating officer at Evernorth, said at Web Summit Vancouver, according to comments shared by the company.
The amended Form S-4, submitted to the SEC on Monday, covers Evernorth's proposed business combination with Armada Acquisition Corp II, a special purpose acquisition company sponsored by Arrington Capital. Investor commitments exceed $1 billion and include participation from Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital. Ripple alone contributed more than 126.7 million XRP to the treasury initiative. Evernorth reported $387.14 million in XRP holdings as of March 31, with pro forma combined assets of about $870 million, down from roughly $1.1 billion.
SEC staff are currently reviewing the registration statement and providing comments. Following an effectiveness declaration, shareholders of Armada Acquisition Corp II will vote on the proposed merger. If approved, the combined entity would trade on Nasdaq under the ticker XRPN, with SBI Holdings potentially holding as much as 59.7% voting power depending on shareholder redemptions.
Beyond accumulating XRP, Evernorth plans to operate XRPL validators, integrate Ripple's RLUSD stablecoin for institutional decentralized finance activities and support tokenized real-world asset initiatives, according to company disclosures. The firm also intends to use XRP-per-share and yield-per-token measurements to evaluate treasury performance.
Board appointments announced alongside the filing include Ripple chief legal officer Stuart Alderoty, Evernorth chief executive Asheesh Birla, Ted Janus, OpenAI Foundation chief financial officer Robert Kaiden and Antalpha chief operating officer Derar Islim.
Armada Acquisition Corp II shares traded about 0.20% lower in premarket activity Monday, while remaining more than 3% higher year to date. XRP traded near $1.30, down more than 2% over the previous 24 hours.
This article is for informational purposes only and does not constitute investment advice.