Ripple-backed Evernorth Holdings has amended its SEC registration statement, finalizing employment terms for three senior executives as it advances toward a Nasdaq listing and a $1 billion public XRP treasury. The company filed Amendment No. 5 to its Form S-4 with the U.S. Securities and Exchange Commission, disclosing new employment agreements for chief legal officer Jessica Jonas, chief business officer Sagar Shah, and chief operating officer Meg Nakamura.
Each executive is entitled to an annual bonus equal to 50% of their base salary, along with restricted stock units. Jonas would receive an initial equity award valued at approximately $4.5 million, while Shah and Nakamura would each receive about $2.8 million. These awards fall under the 2026 Omnibus Incentive Plan and remain subject to shareholder and board committee approval. The filing completes compensation arrangements for Evernorth’s leadership team, following earlier agreements for CEO Asheesh Birla (with a $44 million equity package) and CFO Matt Frymier ($5.6 million award).
Evernorth is merging with special purpose acquisition company Armada Acquisition Corp II, sponsored by Arrington Capital. The combined entity plans to trade on Nasdaq under ticker XRPN, with over $1 billion in expected gross proceeds from investors including Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital. The company aims to become the largest publicly traded XRP treasury, giving U.S. stock-market investors indirect exposure to XRP without direct token ownership.
However, the filing also highlights market pressure: falling XRP prices reduced the treasury’s value to approximately $640 million, and a $38.4 million impairment loss was recognized over four months. XRP recently traded near $1.07, down about 5% for the week. The SEC has not yet approved the transaction, and closing remains subject to shareholder votes and regulator clearance.
