Evernorth Holdings Inc. has moved closer to a planned Nasdaq listing after the U.S. Securities and Exchange Commission (SEC) declared its Form S-4 registration statement effective, the company and Armada Acquisition Corp. II (Nasdaq: XRPN) announced Aug. 27.
The action clears the way for an Armada II shareholder vote scheduled for Sept. 30. Shareholders of record as of Aug. 20 will be eligible to participate.
Armada II is a Nasdaq-listed special purpose acquisition company (SPAC) seeking to merge with Evernorth and take the $XRP treasury company public. Evernorth filed a final amendment to its registration statement on Aug. 26.
“Today marks an important milestone toward completing our proposed business combination,” said Evernorth founder and CEO Asheesh Birla. He added:
“We set out to build an actively managed $XRP treasury with the transparency and governance public markets demand. With the registration statement now effective, we are one step closer to delivering on our vision.”
The SEC’s declaration allows the companies to proceed with the shareholder vote, but it does not represent approval of the merger’s merits or fairness. Shareholder authorization and other customary closing conditions remain outstanding. The transaction is expected to close in late third quarter or early fourth quarter.
Active $XRP strategy remains central to the merger
The Nasdaq market page currently lists Armada II’s Class A shares under the ticker XRPN. If the merger closes and the combined company meets Nasdaq’s listing requirements, Evernorth expects to retain XRPN as its trading symbol.
Evernorth plans to operate differently from digital asset treasury companies that primarily buy and hold tokens. The original registration statement described an $XRP-focused public company backed by institutional investors including Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR.
The company intends to deploy capital through $XRP lending, liquidity provision, decentralized finance and broader participation in the $XRP ecosystem. Evernorth is also working with t54, a financial technology company that provides verification, risk and compliance tools for AI-powered transactions. The technology could help Evernorth monitor and manage automated treasury activity on the $XRP Ledger.
Revised financing terms announced in August also changed how $XRP’s market value will determine the number of shares issued in the private placement at closing. The new formula replaces the original $2.36 $XRP benchmark with a volume-weighted average price at closing. This could reduce the number of shares issued and increase each Armada II share’s proportional interest in the treasury.
Evernorth targets growth across the $XRP economy
Evernorth plans to deploy part of its capital on the $XRP Ledger, the blockchain that uses $XRP as its native asset. The network supports asset issuance, decentralized trading, escrow and tokenization, giving the company multiple ways to use its $XRP holdings if the Nasdaq listing is completed.
The strategy also focuses on infrastructure for regulated financial activity rather than on $XRP exposure alone. Evernorth has highlighted compliance controls, restricted environments, settlement tools, lending and privacy features that could support institutional participation in tokenized assets and on-chain credit markets.
Company executives have also distinguished $XRP from Ripple’s $RLUSD stablecoin when describing the treasury strategy. They characterize $XRP as an asset for routing, liquidity, collateral and settlement, while $RLUSD is intended for dollar-denominated transactions that require price stability.
Birla continued:
“What excites me most is the opportunity in front of us. We plan to enter public markets as blockchain utility continues to grow, and we believe institutional finance will increasingly be built on-chain. Evernorth is designed to accelerate $XRP’s role in that work.”
The Sept. 30 shareholder vote is the next decisive step in the transaction. If Armada II shareholders approve the business combination, the parties will still need to satisfy the remaining closing conditions and Nasdaq listing requirements before Evernorth can begin trading under the XRPN ticker.