Evernorth files to go public via SPAC with $1B XRP treasury

XRP-focused crypto treasury firm Evernorth has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC), advancing its plan to go public via a business combination with special purpose acquisition company Armada Acquisition Corp. II.

Under the proposed merger, the combined entity will operate as Evernorth Holdings Inc., with Class A common stock expected to trade on Nasdaq under the ticker XRPN and warrants under XRPNW. The filing signals a significant step for institutional XRP adoption, positioning the firm as a public vehicle dedicated to managing and deploying XRP in a regulated framework.

$1 billion in gross proceeds and XRP reserves

According to the filing, Evernorth is expected to hold at least 473 million XRP at launch. This total includes contributions from Ripple itself as well as open-market purchases funded by the merger proceeds. Previous reports indicate that the business combination could raise over $1 billion in gross proceeds, with participation from major crypto players including SBI, Ripple, Pantera Capital, Kraken, and GSR.

A Form S-4 is a preliminary SEC registration statement required for companies seeking to publicly register shares in connection with a merger, acquisition, or other business combination. The filing provides investors with initial insight into the company’s assets, operations, and planned use of capital.

Evernorth’s institutional XRP strategy

Founded in 2025, Evernorth serves as an institutional vehicle primarily holding XRP as its core reserve asset. The company’s approach combines conservative treasury management with strategic deployment of digital assets, offering yield generation and operational exposure within the XRP ecosystem. Its strategy encompasses acquiring XRP, participating actively in the XRP ecosystem, generating yield through lending and liquidity provisioning, operating validators on the XRP Ledger, and utilizing Ripple’s RLUSD stablecoin for select operational functions.

By providing a publicly traded vehicle focused on XRP, Evernorth aims to bridge the gap between traditional finance and digital assets, allowing institutional investors to gain regulated exposure while participating in DeFi and on-chain markets. The SPAC transaction represents a significant institutional entry point into the XRP market, creating a publicly listed vehicle for investors seeking regulated exposure to XRP and related digital asset strategies.