"Raised over $1 billion"...EvernorthXRP, expanding Nasdaq listing prospects with S-4 submission

▲ XRP, Wall Street/AI generated image ©

Ripple-backed EvernorthXRP has moved a step closer to launching as a Nasdaq-listed XRP treasury company by submitting an amended S-4 registration statement.

According to cryptocurrency media outlet Coingape on June 1 (local time), Evernorth Holdings submitted an amended S-4 registration statement to the U.S. Securities and Exchange Commission (SEC). This filing advances the merger process with Armada Acquisition Corp II, a special purpose acquisition company (SPAC) sponsored by Arrington Capital.

Once the merger is complete, EvernorthXRP aims to become the largest publicly traded XRP treasury company, trading under the ticker XRPN on Nasdaq. Evernorth has raised over $1 billion from investors including Arrington Capital, Ripple, SBI Holdings, Pantera Capital, and Kraken. Ripple contributed 126,791,458 XRP to the company.

Evernorth also presented a plan not to remain merely a treasury company holding XRP. The company plans to operate XRP Ledger validators, integrate RLUSD for institutional decentralized finance lending and yield opportunities, and pursue tokenized real-world asset businesses. Performance indicators will include XRP per share and yield per token.

Evernorth is currently awaiting the SEC to declare its S-4 registration statement effective. Afterward, Armada Acquisition Corp II shareholders will vote on the proposed merger. Prior to SEC approval, the company also released unaudited pro forma condensed combined financial statements as of March 31, 2026, which included financial details of Evernorth Holdings, Pathfinder Digital Assets, and Armada Acquisition Corp II.

The financial statements showed an increase in combined cash holdings in Q1 2026. However, due to the impact of falling XRP prices, the value of XRP held by Evernorth Holdings' treasury decreased to $387.14 million. The size of the pro forma combined financial statements also decreased from $1.1 billion to approximately $870 million. The company also mentioned the consent of Deloitte & Touche and CBIZ CPAS PC regarding the financial statements.

The board of directors' composition was also disclosed. Ripple's Chief Legal Officer Stuart Alderoty will join Evernorth's board, along with CEO Asheesh Birla and Ted Janus. Robert Kaiden, CFO of OpenAI Foundation, and Derar Islim, COO of Antalpha, will also serve as board members.

The market is also paying attention to XRPN stock price and XRP price movements, separate from the merger process. Armada Acquisition Corp II's XRPN stock price fell by 0.20% in Monday's pre-market trading, while the Nasdaq-listed XRPN stock price has risen by over 3% since the beginning of the year.

SBI Holdings holds significant voting rights in the XRP treasury company, and if stock dilution due to repurchases increases, its voting rights could rise to 59.7%. XRP has fallen by over 2% in the past 24 hours, with highs and lows of $1.35 and $1.30, respectively, during the same period. Trading volume increased by approximately 44% in 24 hours amid rising tensions in the US-Iran conflict, and according to Coinglass data, XRP futures open interest increased by over 0.65% in the past 4 hours to $2.94 billion.

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