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Evernorth Files S-4 for $1 Billion SPAC to List XRP Treasury on Nasdaq

New U.S. guidance classifying XRP as a commodity reduces a key obstacle for the plan.

Overview

  • The XRP-focused firm seeks to merge with Armada Acquisition Corp. II and, pending SEC review, Nasdaq requirements and an Armada II shareholder vote, trade as XRPN (XRPNW for warrants).
  • The S-4 discloses about 473 million XRP held across Evernorth and affiliate Pathfinder as of December 31, 2025.
  • More than $1 billion in committed capital includes roughly 126–127 million XRP from Ripple, $214.05 million in cash plus 600,000 XRP from advance subscribers, and a $200 million commitment from SBI Holdings, alongside backing from Pantera, Kraken and Arrington.
  • Evernorth recorded a $233.7 million digital asset impairment for 2025 and an average purchase price near $2.5 per XRP, highlighting valuation and market-risk exposure.
  • The company plans active deployment of its holdings through institutional lending, liquidity provision, DeFi strategies, validator operations and use of Ripple’s RLUSD stablecoin.