Evernorth Holdings, a company backed by Ripple that holds XRP on its balance sheet, is merging with Armada Acquisition Corp II in a deal that would make it the largest publicly traded XRP treasury on the Nasdaq. The merger is pending approval from the Securities and Exchange Commission.
What the merger means
The combined entity will list on the Nasdaq under Evernorth's name. Armada Acquisition Corp II is a special purpose acquisition company, or SPAC. By going public through a SPAC merger, Evernorth avoids the traditional initial public offering process.
Evernorth has already filed an S-4 registration statement with the SEC, a required step for business combinations involving public shells. The document includes unaudited pro forma financial statements and details about the combined company's board of directors, which Evernorth has named.
The Ripple connection
Evernorth is backed by Ripple, the blockchain payments firm closely associated with the XRP cryptocurrency. The company positions itself as a corporate treasury that holds XRP as a reserve asset. Going public on the Nasdaq would give investors a way to gain exposure to XRP without directly buying the token.
The move comes as Ripple continues to fight a long-running legal battle with the SEC over whether XRP is a security. The outcome of that case could affect Evernorth's business model, but the company is moving ahead with the listing anyway.
What's in the S-4
The S-4 filing reveals Evernorth's board picks and its financial health, though the company is not yet profitable. The pro forma numbers give a snapshot of what the merged company will look like on paper. Both sets of financials are unaudited, meaning they have not been verified by an outside accounting firm.
The filing also outlines the risks: regulatory uncertainty around XRP, the volatility of cryptocurrency markets, and the fact that the merger could still fall apart if the SEC doesn't sign off.
What happens next
The SEC must declare the S-4 effective before Evernorth and Armada can hold a shareholder vote. That vote is the final hurdle before the merger closes. No date has been set for the SEC's decision, and the agency has not publicly commented on the filing.
If approved, Evernorth will become the first XRP treasury to list on a major U.S. exchange. If not, the company will have to refile or walk away from the deal.
