Evernorth, a digital asset treasury company backed by Ripple Labs, has taken a major step toward becoming a publicly traded entity by filing a Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC). This filing represents the final significant regulatory hurdle before the company can proceed with its planned merger with special purpose acquisition company (SPAC) Armada Acquisition Corp. II (Armada II).
The merger, first announced in October, is expected to generate approximately $1 billion in gross proceeds. Evernorth has stated that the primary use of these funds will be to build its XRP treasury, with a smaller portion allocated to operating and deal expenses. Upon successful completion of the merger and final approval from Armada II shareholders, the company intends to list on the Nasdaq stock exchange under the ticker symbol XRPN.
Evernorth has already begun accumulating its XRP treasury, holding 473.27 million XRP valued at $692.24 million as of the report. The company acquired these holdings in two tranches between October 20 and November 4, at an average cost of $2.54 per XRP. Due to broader market conditions, the value of this treasury has declined by 19.1% over the past three months, with XRP trading around $1.47 at the time of writing.
The company is led by CEO Asheesh Birla, a former senior executive at Ripple, and positions itself not as a passive ETF but as an active, yield-generating corporate treasury vehicle for XRP. Its business model includes institutional lending, DeFi operations, validator participation, and liquidity provisioning, with the goal of increasing the amount of XRP per share over time.
This development coincides with recent regulatory clarity from the SEC, which in a notice published Tuesday included XRP among tokens it classified as digital commodities, alongside Bitcoin (BTC), Ethereum (ETH), Dogecoin (DOGE), Aptos (APT), and Avalanche (AVAX). Ripple's Chief Legal Officer, Stuart Alderoty, welcomed the guidance, stating on social media platform X, "We always knew XRP wasn't a security - and now the @SECGov has made clear what it is: a digital commodity."
