XRP-Linked Evernorth Files S-4 With SEC for Nasdaq Listing via Arm Merger

Evernorth Holdings, a company building what it calls the largest public XRP treasury on a U.S. exchange, has publicly filed a Form S-4 registration statement with the SEC as it moves to list on the Nasdaq through a merger with Armada Acquisition Corp. II, a SPAC currently trading under the ticker XRPN.

The filing, made on March 18, 2026, marks a key step in Evernorth’s path to becoming a publicly traded entity. An S-4 is the specific SEC registration form required when new securities are issued as part of a business combination, distinguishing this process from a traditional IPO or direct listing.

Armada Acquisition Corp. II is a special purpose acquisition company sponsored by Arrington Capital that already trades on the Nasdaq under the ticker XRPN. Upon completion of the merger, the combined company will continue operating as Evernorth and trade on the Nasdaq under the same XRPN ticker symbol.

Evernorth is led by founder and CEO Asheesh Birla, a former senior vice president at Ripple. The company has positioned itself as the “MicroStrategy of XRP,” mirroring the corporate treasury accumulation strategy that MicroStrategy pioneered with Bitcoin  BTC +0.00% .

Over 473 Million XRP and $1 Billion in Institutional Backing

Evernorth’s XRP holdings now exceed 473,276,430 tokens, accumulated through multiple tranches with backing from institutional investors including Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital.

The company has raised over $1 billion in gross proceeds to fund its XRP acquisition strategy, with Cohen & Company Capital Markets involved in the capital raising process.

The SPAC merger route offers a faster path to public markets than a traditional IPO. Evernorth initially submitted a confidential draft S-4 to the SEC on November 13, 2025, and has now moved to the public filing stage, opening the document to regulatory and public review.

The merger cannot close until three conditions are met: the SEC must declare the S-4 registration effective, Armada II shareholders must vote to approve the deal, and any remaining regulatory requirements must be satisfied. The company has targeted a Q1 2026 closing, though SEC comment periods on S-4 filings can extend timelines significantly.

What This Means for XRP’s Institutional Profile

A successful Nasdaq listing would give institutional investors a regulated equity vehicle for gaining exposure to XRP treasury operations, similar to how MicroStrategy stock functions as a proxy for Bitcoin exposure in traditional portfolios.

As a public company, Evernorth would be subject to SEC quarterly reporting and Nasdaq listing requirements, introducing a layer of transparency around its XRP holdings, acquisition costs, and treasury management strategy that private crypto firms are not obligated to provide.

The filing arrives during a period of broad market caution. XRP traded at $1.47 at press time, down 4.04% over the prior 24 hours, with a market capitalization of approximately $90.28 billion. The crypto Fear & Greed Index sat at 23, reflecting Extreme Fear sentiment across the market.

That price level is notable in the context of Evernorth’s treasury. Earlier coverage reported an average XRP acquisition cost of approximately $2.44 per token, which, if accurate, would place the company’s 473 million XRP position at a roughly 40% paper loss at current prices. This risk factor is likely to appear in the S-4’s disclosure sections, though the specific acquisition cost has not been confirmed in the March 18 press release.

Birla framed the company’s thesis in broader terms, stating that “Evernorth is being built to participate in that evolution,” referring to the expanding role of digital assets in global finance.

The listing attempt follows a period of growing regulatory clarity for XRP, including the approval of XRP spot ETFs in November 2025. A publicly traded XRP treasury company on the Nasdaq would represent another step in the token’s integration into traditional financial infrastructure, provided the SEC clears the registration and Armada II shareholders approve the deal.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Cryptocurrency and digital asset markets carry significant risk. Always do your own research before making decisions.