Evernorth Files S-4 for XRPN Listing, Targets $1B XRP Treasury

• Evernorth filed S-4 with the SEC on March 18 to advance XRPN’s Nasdaq listing via a SPAC.
• Evernorth plans $1B merger with XRPN SPAC to fast-track its Nasdaq listing.
• Deal may make Evernorth the largest public XRP treasury in H1 2026.

Evernorth Holdings has filed its Form S-4 with the U.S. SEC on March 18, 2026, to move ahead with its Nasdaq listing via a SPAC merger with Armada Acquisition Corp. II (XRPN). 

The deal, valued at over $1 billion, aims to build one of the largest public XRP treasuries and expand institutional access to the asset.

Evernorth Files S-4 for XRPN Nasdaq Listing

Evernorth Holdings Inc., an XRP-focused institutional platform, filed Form S-4 with the SEC on March 18, 2026, to merge with Nasdaq-listed SPAC Armada Acquisition Corp. II (ticker XRPN), enabling a faster public listing with over $1 billion in gross proceeds for XRP treasury strategies.

The merger was first announced in October 2025 and positions Evernorth as the largest public XRP treasury company, leveraging staking and yield mechanisms to generate returns on XRP holdings.

$1B SPAC Deal and XRP Treasury Strategy

Instead of a traditional IPO, Evernorth is going public through a business combination with Armada Acquisition Corp. II, which is already listed on Nasdaq. This route allows the company to enter public markets faster while executing its XRP-focused treasury strategy.

The company plans to deploy more than $1 billion in proceeds toward open-market XRP purchases. At launch, Evernorth’s treasury is expected to hold around 473 million XRP, including prior acquisitions and strategic contributions.

The filing also includes up to 85.2 million Class A shares and warrants priced at $11.50, along with additional share structures tied to the merger.

Key Investors and XRP Commitments

Evernorth has secured strong backing from major crypto and institutional players, reinforcing confidence in its treasury model:

• Ripple Labs: 126.7M XRP (9.9% cap)
• Arrington XRP Capital: 211.3M XRP (19.9% cap)
• Advance Funding: 600K XRP + $214M
• Delayed Funding: 200K XRP + $10.5M
• Other participants: SBI, Pantera, Kraken, GSR

These commitments are expected to support large-scale XRP accumulation and improve market liquidity.

What’s Next for XRPN?

The S-4 filing is now public but not yet effective. The SEC will review the document and may issue comments, requiring amendments before approval.

This process typically takes 45 to 120 days, depending on regulatory complexity and review timelines.

Once approved, Evernorth is expected to trade under XRPN, with warrants listed as XRPNW.

XRP Price and Market Impact

As of March 19, 2026, the XRP price is hovering around $1.46–$1.47, down 4% in the past 24-hours amid broader market fluctuations. 

The token currently holds a market cap of $89.84 billion, with a circulating supply of 61.2 billion XRP, making it the fourth-largest cryptocurrency.

If the listing moves forward, Evernorth could become the first major public XRP treasury firm, similar to Bitcoin-focused treasury models, potentially driving deeper institutional adoption.