Evernorth clears SEC hurdle for XRP Nasdaq listing as treasury model wobbles
- Evernorth’s Form S-4 registration statement has been declared effective by the SEC, clearing an important step toward its planned Nasdaq listing through a merger with Armada Acquisition Corp. II.
- The company is positioning itself as a public-market vehicle for XRP exposure, with plans to build its treasury and invest in XRP-related infrastructure.
- The listing comes at a difficult moment for digital asset treasury companies, making Evernorth a test of whether investors still want single-token public companies after premiums and crypto prices have come under pressure.
Evernorth Holdings announced that the Securities and Exchange Commission (SEC) has made effective its registration statement, bringing the XRP-focused firm one step closer to its Nasdaq listing as crypto assets come under even more scrutiny in the public investment markets.
This development opens up another potential regulated option for people wanting to gain access to XRP, as well as serves as a litmus test for the ability of digital asset treasury companies or DATs to withstand a sharp downturn in the market.
Evernorth issued its announcement at 5:04 p.m. ET on August 27, 2026. By 10:30 p.m. EDT that day, when The Block published its report, XRP was trading at $1.46, up 4% over 24 hours, with a market capitalization of about $91.6 billion.
A regulated wrapper for XRP exposure
Evernorth is seeking to position itself as a public market option for institutional investors interested in having exposure to XRP without having to invest in XRP directly. Furthermore, it intends to invest in XRP infrastructure and employ treasury methods intended to increase XRP holdings on a per-share basis.
As stated in the August 27 announcement by Asheesh Birla, Evernorth’s founder and CEO, the company’s plan is to “enter public markets as blockchain utility continues to grow, and we believe institutional finance will increasingly be built on-chain.” He went on to say that the company is “designed to accelerate XRP’s role in that work.”
That puts Evernorth in a growing pool of companies. The first survey done by Galaxy found 105 DAT firms dealing in 13 tokens. By April 2026, the number of tokens in DAT portfolios had expanded to 27.
An XRP-centric company supported by Ripple would build upon that concept, allowing investors access to a token mainly traded through spot markets and futures and, more recently, exchange-traded funds (ETFs).
Inside the Armada SPAC merger
Evernorth’s Nasdaq route runs through Armada Acquisition Corp. II, a Cayman Islands special purpose acquisition company. The parties signed their business combination agreement on October 19, 2025, with Ripple Labs also named as a party.
The transaction folds Pathfinder Digital Assets into a Nevada-incorporated holding company. SEC filings cover up to 34,499,992 Class A shares and warrants to purchase up to 11,499,992 shares.
If shareholders approve the deal and it closes, the combined company is expected to trade on Nasdaq under XRPN. Evernorth’s investors include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR.
Why the timing looks precarious
The deal is advancing just as enthusiasm for treasury companies has faded.
Galaxy analysts indicated in April that “the raise-and-hold era is over,” pointing to market-to-net-asset-value ratios that had dropped to 1 and companies liquidating crypto to fund company buybacks. ETHZilla has sold $40 million worth of ETH to finance its buybacks and Sequans from France sold some BTC to pay off its debts.
Evernorth has already seen that pressure firsthand. Cryptopolitan reported on November 8, 2025 that the company was sitting on about $78 million in unrealized losses on its XRP position shortly after building it. The same report cited an estimated $17 billion in retail investor losses tied to DAT-company trades.
That is what makes Evernorth’s milestone significant for the wider crypto market. The SEC’s declaration of effectiveness clears a registration and disclosure hurdle; it is not an endorsement of Evernorth, XRP or the DAT model.
The bigger test is whether investors still see value in single-token treasury companies after compressed premiums, buybacks and forced asset sales weakened the original trade.
What has to happen next
The transaction is not complete. Armada shareholders are scheduled to vote on the business combination on September 30, 2026, while Evernorth expects the deal to close in late Q3 or early Q4 2026, subject to shareholder approval and other closing conditions.
There is also an important ticker distinction. Armada’s Class A shares already trade on Nasdaq under XRPN. What remains pending is the completion of the merger and the transition to the combined Evernorth company, not the ticker’s first appearance on Nasdaq.
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FAQs
What did the SEC actually approve for Evernorth?
The SEC declared Evernorth's Form S-4 registration statement effective, a step that allows the company to progress toward a public listing but does not itself complete the deal, according to The Block.
How is Evernorth planning to list on Nasdaq?
Through a business combination with Armada Acquisition Corp. II, a special purpose acquisition company, under an agreement signed on October 19, 2025; the combined company is expected to trade under the ticker XRPN.
Who is backing Evernorth?
Its investors include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken and GSR, according to The Block, with Ripple Labs also named as a party to the business combination agreement in the SEC filing.
Disclaimer. The information provided is not trading advice. Cryptopolitan.com holds no liability for any investments made based on the information provided on this page. We strongly recommend independent research and/or consultation with a qualified professional before making any investment decisions.
Micah Abiodun
Micah Abiodun makes good use of his Environmental Engineering and Management (MSc) at Tallinn University of Technology (TalTech) to polish content and price prediction news at Cryptopolitan. Now on his 7th year in the crypto media space, he covers major cryptos, altcoins, DeFi, stablecoins, macro trends, and emerging tech.
