Growing institutional demand for regulated digital asset exposure is driving new public market structures, as Evernorth Holdings Inc. filed a Form S-4 with the U.S. Securities and Exchange Commission (SEC) on March 18 to register securities tied to its planned merger with Armada Acquisition Corp. II. The proposed transaction establishes a pathway to a Nasdaq listing under ticker XPRN centered on an XRP-focused treasury model.

Detailed within the registration statement is a multi-step transaction involving Pathfinder Digital Assets LLC, Evernorth Corporate Merger Sub Inc., and Evernorth Company Merger Sub LLC, alongside the SPAC’s planned domestication into Delaware prior to closing, where the Cayman Islands entity will convert into a U.S.-incorporated company with its shares automatically reclassified into Delaware common stock. The structure enables holders of company units and SPAC shares to exchange their positions for Class A common stock in the combined entity, subject to defined conditions and adjustments. Evernorth stated:

“Evernorth is building a public company designed to provide investors with transparent exposure to XRP through a regulated corporate structure. The company’s strategy centers on holding and actively managing XRP within a disciplined treasury framework.”

Financing arrangements embedded in the deal rely heavily on XRP-denominated contributions and benchmark-based pricing mechanisms. Ripple has committed 126,791,458 XRP tokens in exchange for equity units, while additional private placements include $214.05 million in advance funding and 600,000 XRP, along with $10.5 million and 200,000 XRP through delayed funding agreements. Pricing calculations reference the CME CF XRP-Dollar Reference Rate, with a signing benchmark of $2.36609 and adjustment formulas tied to closing values.

Additional capital formation includes a Series C private investment in public equity transaction involving more than 211 million XRP tokens contributed by the sponsor, structured to maintain a 19.9% ownership cap. A separate affiliated entity will contribute 50 million XRP under a 9.9% ownership threshold, with excess allocations redirected into non-listed units. Evernorth noted: “Our focus is on combining public-market discipline with XRP blockchain-based financial infrastructure to help shape a more transparent, efficient and connected global financial system.”

Moreover, the filing provides for the issuance of up to 34,499,992 shares of Class A common stock and 11,499,992 warrants, with warrants priced at $11.50 assuming a $10.00 share value. The implied transaction value for public shareholders is $230 million under those assumptions, with equity distributed across investors, the sponsor, and Ripple following closing. Evernorth emphasized:

“Evernorth has raised over $1 billion in gross proceeds to create what is expected to be the largest public XRP treasury company on Nasdaq.”

• What makes this XRP deal significant for investors?
  It creates a regulated Nasdaq-listed vehicle offering direct XRP treasury exposure.
• How is Ripple involved in the transaction?
  Ripple is contributing a large XRP stake in exchange for equity in the combined company.
• What is the expected scale of the capital raise?
  The deal structure indicates more than $1 billion in total gross proceeds.
• Why does the SPAC structure matter here?
  It enables faster public market entry and flexible equity distribution tied to XRP assets.

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