Evernorth Holdings targets $1 billion SPAC deal and XRPN Nasdaq listing in XRP treasury push

Backed by major crypto players, Evernorth Holdings is moving toward public markets through an ambitious XRP-focused treasury strategy that includes a planned XRPN Nasdaq listing.

SPAC deal structure and S-4 filing details

Evernorth, an XRP-focused crypto treasury firm, has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission as part of its plan to go public via a merger with Armada Acquisition Corp. II. The proposed transaction aims to raise more than $1 billion in gross proceeds, positioning the company among the largest publicly traded XRP treasury vehicles.

According to the filing, the combined company will operate as Evernorth Holdings Inc. and is expected to list on Nasdaq under the ticker symbols XRPN for common stock and XRPNW for warrants, subject to regulatory approval. Moreover, the S-4 filing represents a key step in registering shares tied to the business combination, which still requires SEC clearance and shareholder approval.

The Form S-4 includes a preliminary proxy statement and prospectus that outline Evernorth’s capital structure, operating strategy, and leadership team. However, the registration statement remains subject to SEC review, and the merger cannot close until regulators declare it effective and investors vote in favor.

XRP reserves, market metrics, and treasury model

The company estimates that it will hold at least 473 million XRP at launch. This projected reserve includes contributions from Ripple and additional acquisitions financed with proceeds from the SPAC merger. At the time of reporting, XRP ranked as the fourth-largest cryptocurrency by market capitalization, valued at approximately $89.6 billion, with the token trading near $1.46.

Evernorth was established in 2025 as an institutional platform dedicated to managing XRP as a core treasury asset. Its model focuses on integrating digital asset exposure with traditional balance sheet and risk frameworks. That said, the firm also plans to participate directly in the XRP Ledger ecosystem through lending, liquidity provisioning, and validator operations.

The planned structure is designed to make evernorth holdings a regulated, publicly traded vehicle for large-scale XRP reserves. In addition, the company intends to deploy Ripple’s RLUSD stablecoin within its operations to support liquidity, treasury optimization, and on-ledger transactions.

Institutional backing and strategic partners

The SPAC transaction features backing from several prominent institutional investors, including Ripple, SBI Holdings, Pantera Capital, Kraken, GSR, and Arrington Capital. These partners are expected to support the build-out of Evernorth’s XRP-focused treasury and yield strategies. Moreover, their participation signals ongoing institutional interest in structured exposure to digital assets.

Armada Acquisition Corp. II, the SPAC partner in the merger, raised approximately $230 million during its initial public offering in May 2025. The SPAC structure allows Evernorth to access public capital markets more quickly than through a traditional IPO, while giving Armada II shareholders an opportunity to vote on the combination and redeem their shares if they choose.

Chief executive Asheesh Birla said the company aims to deliver structured exposure to XRP through public markets while also pursuing yield-generating activities. The strategy combines elements of traditional finance, such as treasury management and risk controls, with blockchain-based infrastructure and on-chain participation.

Listing path, regulatory approvals, and SPAC mechanics

The merger with Armada Acquisition Corp. II follows the standard SPAC framework, in which a private operating company combines with a publicly listed shell to obtain a stock market listing. If completed, Evernorth Holdings Inc. would trade on Nasdaq under the XRPN and XRPNW tickers, subject to final approvals. However, several closing conditions must be satisfied before the deal can proceed.

The transaction remains contingent on SEC clearance of the Form S-4, approval from Armada II shareholders, and satisfaction of minimum cash conditions. The company must also meet all Nasdaq listing standards before trading in the new securities can begin. That said, the structure is intended to create a regulated vehicle for institutions seeking exposure to XRP through traditional equity markets.

The filing emphasizes that the combined entity is being positioned as a gateway for institutional engagement with XRP within a familiar regulatory and governance framework. By listing on a major U.S. exchange, the firm aims to bridge digital asset infrastructure and public equity markets for corporate treasuries, funds, and other professional investors.

Market context and XRP ecosystem positioning

The announcement comes as XRP maintains a leading position in the global digital asset landscape. With a market capitalization near $89.6 billion, the asset remains among the most widely traded cryptocurrencies by volume and liquidity. At the time of the filing, XRP’s price had fallen about 4% over the previous 24 hours, reflecting broader crypto market movements.

Evernorth’s proposed treasury model aligns with a broader trend of companies adopting digital assets as part of their balance sheet strategies. By focusing specifically on XRP, the firm is tying its business to a network widely used for cross-border payments, remittances, and financial infrastructure applications. Moreover, the company plans to support the ecosystem through validator operations and liquidity participation, aligning treasury management with network-level engagement.

Despite short-term price volatility, XRP remains central to Evernorth’s planned operations and risk framework. The firm intends to use its large holdings to participate in lending markets, support liquidity on exchanges and over-the-counter venues, and deepen institutional access to the asset class.

Outlook for Evernorth Holdings and XRPN listing

The proposed listing marks a new phase in the convergence of crypto treasury strategies and public capital markets. If regulators approve the S-4 and shareholders vote in favor, Evernorth Holdings Inc. is expected to move ahead with its Nasdaq debut under the XRPN ticker. However, final timing will depend on market conditions, regulatory review, and the satisfaction of SPAC-related closing conditions.

In summary, the Evernorth and Armada Acquisition Corp. II merger seeks to create a large, publicly traded vehicle dedicated to XRP treasury management. Backed by major industry players and targeting more than $1 billion in proceeds, the transaction underscores growing institutional interest in digital assets structured within traditional equity and regulatory frameworks.