Ripple’s ‘North Star’ XRP Hits Nasdaq: SEC Greenlights Evernorth’s Billion-Dollar Merger

The U.S. Securities and Exchange Commission (SEC) has approved Evernorth’s Form S-4 registration statement. The decision removes the main legal obstacle to its merger with special purpose acquisition company Armada Acquisition Corp. II and opens a direct path for Evernorth to list on Nasdaq under the ticker XRPN.

The transaction is expected to close in late Q3 or early Q4 2026 2026, while Armada’s final shareholder vote is scheduled for Sept. 30.

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Evernorth is entering the public market with a digital reserve management model that differs from those of its competitors. Unlike companies such as Strategy, which passively accumulate Bitcoin on their balance sheets, Evernorth plans to actively manage its XRP treasury.

According to a statement by company founder and CEO Asheesh Birla, the capital raised and hundreds of millions of XRP tokens will be deployed across blockchain infrastructure, including payment gateways, asset tokenization and on-chain lending.

The strategy aims to generate yield within the ecosystem and use it to increase the number of tokens per company share. For Birla, a 12-year Ripple veteran, the project prompted him to leave the parent company’s board of directors to develop independent XRP infrastructure.

Billion-dollar listing despite falling market: How the deal is structured

For institutional investors, XRPN’s Nasdaq listing creates a regulated vehicle for direct exposure to the XRP economy without the need to manage wallets and custody risks directly.

The project has already secured more than $1 billion in gross proceeds through its investment rounds. The investor pool includes SBI Group, which committed $200 million, as well as Ripple and Arrington Capital, which contributed 126.8 million and 211.3 million XRP tokens, respectively, to the treasury.

Pantera Capital, Kraken and GSR have also made investment commitments. The structure’s initial reserve stood at 473 million XRP at the time the agreement was finalized. The remaining capital will be raised upon completion of the merger with the SPAC.

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However, the model has clear vulnerabilities. The project is heavily exposed to the volatility of its assets, which has already led Evernorth to record a $233.7 million balance-sheet impairment loss on its reserves.

Moreover, the prolonged decline in the token’s price from the $2.36 level assumed in the agreement to the current level of around $1 forced the company to completely rewrite the listing terms.

To protect investors, the transaction structure was amended to tie the final number of shares issued to XRP’s volume-weighted average market price at the time the merger closes.