The U.S. Securities and Exchange Commission has declared effective the Form S-4 registration statement tied to Evernorth Holdings’ planned combination with Armada Acquisition Corp. II, moving the XRP treasury company a step closer to the public markets. The clearance, announced on August 27, clears the way for Armada shareholders to vote on the transaction at a special meeting scheduled for September 30, according to Evernorth’s press release.
An Actively Managed XRP Treasury
Evernorth, which ranked second among institutional XRP holders late last year, describes itself as a digital asset treasury that holds XRP and participates in the XRP economy by allocating capital to XRP-based infrastructure. Unlike first-generation digital asset treasuries that simply bought and held tokens, the company says it actively manages its XRP holdings to grow XRP per share over time. Its backers include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR, an investor base Evernorth says reflects its institutional foundation.
The Vote and the Nasdaq Debut
The special meeting on September 30 is open to Armada shareholders of record as of August 20. If they approve the deal, the combined company is expected to list on Nasdaq under the ticker XRPN, with the business combination expected to close in late third quarter or early fourth quarter of 2026, subject to shareholder approval and customary closing conditions. Armada II is a special purpose acquisition company sponsored by Arrington XRP Capital Fund. Ripple, one of the investors, has separately been expanding institutional XRP services across Europe under a full MiCA license.
What Still Has to Happen
The effectiveness of the registration statement does not guarantee the deal will close. Evernorth said the listing remains subject to the completion of the business combination and customary listing conditions, and the release carried standard forward-looking-statement disclaimers. “Today marks an important milestone toward completing our proposed business combination,” said Asheesh Birla, founder and chief executive officer of Evernorth. “We set out to build an actively managed XRP treasury with the transparency and governance public markets demand. With the registration statement now effective, we are one step closer to delivering on our vision.”
