XRP digital asset treasury manager Evernorth has filed a Form S-4 registration statement with the US Securities and Exchange Commission (SEC), advancing its plan to go public on the Nasdaq via a merger with special purpose acquisition company Armada Acquisition Corp. II (Armada II).
The Ripple Labs–backed firm first announced the SPAC merger in October. If the SEC clears the filing, Evernorth will still need final approval from Armada II shareholders before listing on Nasdaq under the proposed ticker XRPN.
Evernorth previously projected the merger could generate $1 billion in gross proceeds. The company said most of the funds would be used to build an XRP corporate treasury, with a smaller portion allocated to operating and deal expenses.
Treasury status and market moves
Evernorth has begun assembling its XRP holdings. CoinGecko data show the firm holds 473.27 million XRP, acquired in two tranches between Oct. 20 and Nov. 4, giving the treasury a reported value of $692.24 million. The average acquisition cost per XRP was $2.54. Over the past three months the value of those holdings has declined about 19.1% amid broader crypto market weakness; at the time of writing XRP is priced around $1.47.
Regulatory clarity from the SEC
Evernorth’s treasury strategy coincides with recent SEC guidance that listed XRP among tokens characterized as digital commodities. The SEC noted that generally only tokenized securities remain subject to securities laws, providing clearer classification for many crypto assets.
Other tokens cited in the SEC’s digital commodities examples included Aptos (APT), Avalanche (AVAX), Bitcoin (BTC), Dogecoin (DOGE) and Ethereum (ETH).
Ripple’s chief legal officer Stuart Alderoty responded on social media, stating that the SEC’s guidance affirms XRP is a digital commodity and thanking the agency’s Crypto Task Force for delivering clarity for markets, investors, and innovators.
Related coverage has highlighted Ripple’s broader corporate actions, including reports of share buybacks. Evernorth’s SPAC path and its sizable XRP treasury position place it at the intersection of crypto asset management and public markets as regulatory clarity around token classifications evolves.
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