- Evernorth files Form S-4 to advance Nasdaq listing via SPAC merger with Armada II.
- The firm holds 473.27M XRP and faces about 21% valuation decline from the entry price.
- SEC guidance classifies XRP as a digital commodity, shifting its regulatory position.
Evernorth, a digital asset treasury firm backed by Ripple Labs, has taken a major step toward becoming a publicly traded company by submitting an updated Form S-4 registration statement to the U.S. Securities and Exchange Commission.
The filing marks a key regulatory move tied to its proposed merger with Armada Acquisition Corp. II, a special purpose acquisition company. If completed, the transaction would enable Evernorth to list on the Nasdaq under the ticker XRPN, pending both regulatory clearance and shareholder approval.
Merger Structure and Capital Allocation
The Form S-4 filing outlines the registration of securities to be issued as part of the proposed merger between Evernorth and Armada Acquisition Corp. II. The company initially disclosed the transaction in October 2025, describing it as a route to public markets through a SPAC combination.
At the time of the announcement, Evernorth projected that the merger could generate approximately $1 billion in gross proceeds. According to its earlier disclosures, most of this capital is intended to fund the expansion of its XRP treasury strategy, while a smaller portion is allocated toward operational costs and transaction-related expenses.
XRP Treasury Holdings and Valuation Shift
Evernorth has already begun executing its treasury strategy by accumulating XRP tokens. Between October 20 and November 4, 2025, the firm acquired 473.27 million XRP across two separate tranches. The purchases were made at an average price of $2.54 per token.
At the time of reporting, XRP is trading at $1.38, indicating that the current valuation of Evernorth’s holdings reflects a decline of roughly 21% compared to its average acquisition cost. This change aligns with broader market conditions affecting digital asset prices during the same period.
Regulatory Context Around XRP
The filing follows recent developments in the SEC’s regulatory guidance. The agency stated that, in general, tokenized securities fall under securities laws, while certain digital assets are classified differently. XRP was cited as an example of a digital commodity in that guidance, alongside assets such as Bitcoin, Ethereum, DOGE, AVAX, and APT.
This clarification was acknowledged by Stuart Alderoty, chief legal officer at Ripple, who noted that the term aligns with the company’s longstanding position on XRP’s classification.
Related: How Evernorth Plans to Bring XRP to Wall Street Like a Public Stock
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