Evernorth Holdings filed an S-4 registration with the SEC on March 18 to merge with Armada Acquisition Corp. II ( XRPN ) and become the largest publicly traded XRP (CRYPTO: XRP) treasury company on Nasdaq with over $1 billion in gross proceeds.

The $1 Billion XRP Bet

Evernorth raised over $1 billion in gross proceeds to create what will be the largest public XRP treasury company. 

Ripple Labs contributed over 126 million XRP tokens in a private placement at a signing price of $2.36609, while Advance Funding Subscribers committed $214.05 million in cash plus 600,000 XRP tokens.

Evernorth already holds 388 million XRP tokens purchased at an average price of $2.44, making it the largest institutional XRP holder. 

Institutional and strategic investors include Arrington Capital, Ripple, SBI Holdings, Pantera Capital, and Kraken.

“We believe global finance is entering a new era with digital assets playing a larger role in how capital is held, managed and deployed,” said Asheesh Birla, founder and CEO of Evernorth.

The Active Management Strategy

Unlike passive ETFs that simply track price, Evernorth plans to actively grow XRP per share over time through institutional lending, liquidity provisioning, and DeFi participation. 

This includes operating XRP validators and using Ripple’s RLUSD stablecoin as an on-ramp into XRP-based decentralized finance.

The listing solves a structural access problem for pension funds, endowments, and asset managers restricted from holding digital assets directly. 

The SEC/CFTC Timing

The filing landed the same day the SEC and CFTC jointly released token taxonomy explicitly naming XRP a digital commodity and non-security. 

This regulatory clarity removes years of uncertainty that had hung over XRP since the SEC’s 2020 lawsuit against Ripple.

“Evernorth continues to emerge as a key gateway for capital markets, underscoring XRP’s rising influence in bridging traditional finance and real-time innovation,” said Michael Arrington, founder of Arrington Capital.

The registration statement includes a preliminary proxy statement/prospectus outlining how Evernorth will operate as a publicly traded company. 

The filing remains subject to SEC review and comment. The proposed transaction must be approved by Armada II shareholders and satisfy customary closing conditions.

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