XRP treasury company Evernorth has filed its S-4 registration statement with the U.S. Securities and Exchange Commission, moving to go public through a merger with Armada Acquisition Corp. II and list on Nasdaq under the ticker XRPN.
The combined entity, to be named Evernorth Holdings Inc., is set to hold at least 473 million XRP at launch. That figure includes contributions from Ripple and open-market purchases funded by merger proceeds. The transaction is expected to raise over $1 billion in gross proceeds from investors including SBI Holdings, Ripple, Pantera Capital, Kraken, and GSR.
SBI’s Voting Power Could Reach 59.7%
One of the filing’s most discussed details is SBI Holdings’ potential voting stake. According to sentosumosaba on X, SBI’s voting power ranges between 29.8% and 59.7% depending on how many SPAC shareholders redeem their shares before the merger closes.
SBI entered as an Advance Funding Subscriber, committing capital early in exchange for a large block of Class A public company shares priced at $10 each at closing. If redemptions run high among the 23,000,000 public shares outstanding, private investors like SBI automatically hold a bigger slice of the final company.
“High redemptions = SBI becomes the dominant force steering the biggest public XRP treasury vehicle ever created,” as sentosumosaba noted on X.
SBI has been a Ripple partner since 2016, runs XRP trading operations in Japan, and issues XRP-linked financial products. That history makes its potential majority control a significant structural point for the new public vehicle.
Pathfinder, Board Nominees, and What Evernorth Does
The S-4, a 400-plus page document, also discloses a private company structure called Pathfinder. Funded by Ripple with XRP, Pathfinder merges into the public company and acts as the core engine holding and building the XRP treasury. Sentosumosaba on X described it as the “XRP war chest” behind the Nasdaq-listed structure.
Ripple’s General Counsel Stu Alderoty is nominated to the board, according to the filing details highlighted by sentosumosaba on X.
Evernorth’s strategy goes beyond holding XRP. The Block reported the company plans to generate yield through lending and liquidity provisioning, operate validators on the XRP Ledger, and use Ripple’s RLUSD stablecoin in certain operations.
CEO Asheesh Birla, in an October statement, said the company is built to give investors returns beyond simple price exposure, targeting both traditional finance yield strategies and DeFi opportunities.
Armada Acquisition Corp. II, the SPAC in this deal, raised approximately $230 million in its May 2025 IPO. XRP is currently the fourth-largest cryptocurrency by market cap at $89.6 billion, trading at $1.46, down around 4% in the past 24 hours.
