Evernorth Holdings has confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission (SEC), marking a significant step in its Special Purpose Acquisition Company (SPAC) merger plan to create the world's largest publicly traded XRP asset vehicle, with aspirations for a Nasdaq listing.
The draft, revealed on November 13, 2025, is linked to the previously disclosed business combination between Evernorth and Armada Acquisition Corp. II. Upon successful completion of the transaction and fulfillment of all regulatory requirements, the merged entity is slated to trade its Class A common stock under the ticker symbol XRPN on the Nasdaq.
Evernorth's Filing and Nasdaq Listing Structure Explained
Initial details of this transaction first surfaced on October 20, 2025, when Armada filed an 8-K with the SEC, announcing a business combination agreement with Evernorth Holdings Inc. and its affiliates. This filing outlined the transaction's structure: the newly formed public company would operate as an XRP asset vehicle, with its shares intended for listing and trading on Nasdaq or another national securities exchange.
The deal has attracted substantial capital commitments. According to Blockworks, the transaction aims to raise over $1 billion in gross proceeds. SBI Holdings has publicly committed $200 million in cash as a PIPE (Private Investment in Public Equity) investment. Furthermore, SEC filings indicate that a Ripple affiliate will contribute 50 million XRP, alongside a deferred payment arrangement of $10.5 million in cash and 200,000 XRP.
Significance of the Filing and Next Steps
The confidential submission of the draft S-4 is a procedural step, and the path to a final listing remains ongoing. Evernorth's stock is not yet trading on Nasdaq, and the SEC filing does not guarantee approval of the listing or the completion of the merger.
Several conditions must still be met. The proposed listing is contingent upon shareholder approval of the business combination, the completion of the SEC's registration process, the satisfaction of closing conditions outlined in the merger agreement, and compliance with Nasdaq's own listing standards.
Some media reports may have overstated the progress, portraying the deal as a certainty. Both SEC and company filings consistently refer to the Nasdaq listing as an "intention" or "expectation," rather than a definitive outcome. Readers should exercise caution and distinguish this crucial nuance when assessing the transaction's progress.
Nevertheless, this filing represents a significant stride for XRP within the capital markets. SBI Holdings views Evernorth's initiative as "extremely important for accelerating further adoption of XRP by institutional investors." Asheesh Birla, affiliated with the transaction's proponents, stated, "Evernorth is being built to offer investors services beyond just XRP price exposure."
Key upcoming milestones include the SEC's response to the draft S-4, the public disclosure of the registration statement, and shareholder votes on Armada's business combination.