Evernorth clears SEC S-4, paving Nasdaq listing for $1B XRP treasury

The SEC declared Evernorth's S-4 registration effective, clearing the path for its $1 billion XRP treasury to list on Nasdaq via SPAC merger.

"We plan to enter public markets as blockchain utility continues to grow, and we believe institutional finance will increasingly be built on-chain," Asheesh Birla, founder and CEO of Evernorth, said.

The S-4 registers up to 34,499,992 shares of Evernorth Class A common stock and 11,499,992 warrants issuable in the combination. Evernorth holds roughly $1 billion in XRP on the XRP Ledger, with backing from Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR.

Armada shareholders vote on the merger September 30, with the deal expected to close in late Q3 or early Q4. If approved, the combined entity will trade under XRPN on Nasdaq, giving public market investors equity exposure to XRP without directly holding the token.

The registration statement's effectiveness follows a clerical fix in Amendment No. 7, filed August 25, which added a missing signature block for Ripple Labs Inc., the sole member of Pathfinder Digital Assets. The underlying business combination agreement between Armada, Evernorth, Pathfinder, and Ripple was originally signed October 19, 2025.

Evernorth previously disclosed a $233.7 million impairment charge on its XRP holdings in SPAC filings, illustrating the mark-to-market risk embedded in token-based treasuries. The company plans to deploy capital into XRP-based infrastructure, on-chain credit markets, and payments systems to grow its XRP-per-share metric.

XRP (XRP) traded at $1.46, up 4 percent in the past 24 hours, with a market capitalization of $91.6 billion, according to The Block's price page. The listing would follow a similar trajectory to 21Shares' Polkadot staking ETF under the ticker TDOT, extending the trend of altcoin exposure entering regulated exchange-traded products.

Redemption requests for Armada shareholders must be submitted by September 28, and final cash proceeds depend on redemptions and financing commitments. The SEC's clearance permits proxy solicitation but does not constitute approval of the merger or XRP as an investment.

The listing would mark one of the first instances of a dedicated XRP treasury vehicle trading on a US exchange, potentially reshaping how institutional investors access the token. If the merger closes as scheduled, Evernorth's actively managed treasury strategy could set a precedent for other crypto-native companies seeking public market listings.

This article is for informational purposes only and does not constitute investment advice.