Evernorth, the XRP-focused digital asset treasury manager backed by Ripple Labs, has submitted a Form S-4 registration statement to the U.S. Securities and Exchange Commission as it moves toward a Nasdaq listing through a SPAC merger with Armada Acquisition Corp. II (Armada II). The transaction, first announced in October, still requires SEC clearance and final approval from Armada II shareholders before Evernorth can list under the proposed ticker XRPN.
When announcing the deal, Evernorth estimated the merger could yield about $1 billion in gross proceeds, the bulk of which it plans to allocate to building an XRP corporate treasury, with a smaller portion reserved for operating and transaction-related expenses.
Treasury holdings and market performance
Evernorth has begun assembling its XRP holdings. According to CoinGecko data cited by the company, the firm acquired 473.27 million XRP in two tranches between Oct. 20 and Nov. 4, at an average cost of $2.54 per XRP. That position had a reported value of $692.24 million. Over the past three months those holdings have declined roughly 19.1% amid broader crypto-market weakness; at the time of reporting XRP traded around $1.47.
Regulatory context
Evernorth’s treasury strategy coincides with recent SEC guidance that specifically listed XRP among tokens characterized as digital commodities. The SEC emphasized that, in general, only tokenized securities remain subject to securities laws, offering clearer classification for many digital assets. Other tokens the agency cited as examples of digital commodities included Aptos (APT), Avalanche (AVAX), Bitcoin (BTC), Dogecoin (DOGE) and Ethereum (ETH).
Ripple’s chief legal officer, Stuart Alderoty, publicly welcomed the SEC’s clarification, saying the guidance affirms XRP’s status as a digital commodity and thanking the SEC’s Crypto Task Force for delivering greater clarity for markets, investors and innovators.
Outlook
Evernorth’s SPAC route and sizable XRP treasury place the company at the intersection of crypto asset management and public markets as regulatory views on token classification evolve. Related reporting has also highlighted broader corporate activity by Ripple, including reported share buybacks. Final listing will depend on SEC sign-off and Armada II shareholder approval.
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