Ripple-backed Evernorth files SEC amendment for $1B XRP treasury

Ripple-backed Evernorth Holdings has filed an amended registration statement with the U.S. Securities and Exchange Commission as it moves forward with a merger backed by more than $1 billion in committed capital to create a Nasdaq-listed XRP treasury company.

According to a Form S-4 amendment submitted to the SEC, Evernorth Holdings is seeking approval for its proposed business combination with Armada Acquisition Corp II, a special purpose acquisition company sponsored by Arrington Capital.

If approved, the combined entity is expected to trade on Nasdaq under the ticker XRPN.

Investor commitments disclosed by the company exceed $1 billion and include participation from Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital. Evernorth also disclosed that Ripple has contributed over 126.7 million XRP to the treasury initiative.

Regulatory approval remains the next major step in the process. SEC staff are currently reviewing the registration statement and providing comments. Following an effectiveness declaration from the regulator, shareholders of Armada Acquisition Corp II will vote on the proposed merger.

Evernorth expands XRP strategy beyond treasury holdings

Beyond accumulating XRP, Evernorth said it intends to build services around the XRP Ledger ecosystem. Company disclosures indicate plans to operate XRPL validators, integrate Ripple’s RLUSD stablecoin for institutional decentralized finance activities, and support tokenized real-world asset initiatives.

Additional performance metrics outlined by Evernorth include XRP-per-share and yield-per-token measurements, which the company said will be used to evaluate treasury performance.

At the same time, Evernorth has continued promoting the XRP Ledger as infrastructure for financial markets. During comments shared by the company from Web Summit Vancouver, chief operating officer Meg Nakamura said many payment systems connecting major banks were built between 30 and 60 years ago.

Evernorth argued that while images and videos can be transmitted globally within seconds, international money transfers often remain slower and more expensive. According to the company, blockchain-based networks can help address those inefficiencies.

Company statements also described XRP as extending beyond cross-border payments into areas such as lending, tokenized vaults, decentralized finance applications, and digital asset settlement. Evernorth’s website identifies the firm as a digital asset treasury platform focused on providing investors with exposure to XRP-linked opportunities.

Financial disclosures show XRP treasury value declines

Separate unaudited pro forma financial statements released by Evernorth provided an updated view of the combined business. The disclosures cover Evernorth Holdings, Pathfinder Digital Assets, and Armada Acquisition Corp II as of March 31, 2026.

While combined cash reserves increased during the first quarter, the value of XRP held by Evernorth fell to approximately $387.14 million as XRP prices moved lower during the period.

The same filing showed pro forma combined assets declining from roughly $1.1 billion to about $870 million. Evernorth also disclosed consents from Deloitte & Touche and CBIZ CPAs PC in connection with the financial statements.

Board appointments announced alongside the filing include Ripple chief legal officer Stuart Alderoty, Evernorth chief executive Asheesh Birla, and Ted Janus. OpenAI Foundation chief financial officer Robert Kaiden and Antalpha chief operating officer Derar Islim are also expected to serve as directors.

Market data showed Armada Acquisition Corp II shares trading about 0.20% lower in premarket activity on Monday, while the stock remained more than 3% higher year to date. According to company disclosures, SBI Holdings could hold as much as 59.7% voting power if shareholder redemptions result in additional dilution.

Meanwhile, XRP (XRP) price traded near $1.30 after falling more than 2% over the previous 24 hours.