Evernorth said on August 27 that the US Securities and Exchange Commission (SEC) had declared its registration statement effective, moving its proposed merger with Armada Acquisition Corp. II closer to completion.
The development puts the XRP treasury company one step closer to a Nasdaq listing, although shareholders still need to approve the deal before it can close.
Evernorth Moves Closer to Nasdaq
The company announced that Armada Acquisition Corp. II shareholders will vote on the proposed business combination on September 30, 2026. Closing remains subject to that vote and other customary conditions.
Evernorth CEO Asheesh Birla said the company plans to enter public markets as blockchain utility grows, adding that it expects institutional finance to increasingly be built on-chain. “Evernorth is designed to accelerate XRP’s role in that work,” he noted in the announcement.
The effective registration statement follows a process that started publicly in March when Evernorth filed its Form S-4 in connection with its planned combination with Armada II, a special purpose acquisition company sponsored by Arrington Capital.
As CryptoPotato reported at the time, the filing provided the first detailed look at Evernorth’s plan to give public-market investors exposure to XRP through an actively managed treasury. The company said then that it had raised more than $1 billion in gross proceeds from institutional and strategic investors, including Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital.
The latest filing moves the transaction beyond the SEC review stage, but it does not mean the merger has already closed. If shareholders approve the deal and the remaining conditions are satisfied, the combined firm is expected to become publicly traded on Nasdaq under the ticker XRPN, subject to exchange approval.
What the SEC Decision Changes
The registration statement becoming effective removes one major procedural hurdle, but as pointed out before, the shareholder vote remains ahead.
Evernorth’s March filing described the proposed transaction as a combination involving it, Armada II, and Ripple. Under the agreement, holders of company units and Armada stock would receive shares in the resulting public company, subject to the terms and limitations set out in the transaction document.
The proposed structure is also different from simply launching an XRP-focused fund. Evernorth is being organized as a public company whose strategy centers on holding and managing XRP. That gives investors exposure through corporate equity rather than direct ownership of the underlying token.
For XRP holders, the more interesting question may come after the merger. Evernorth, as said earlier, has raised more than $1 billion for its treasury strategy and has said it wants to build what it expects to be Nasdaq’s largest publicly traded XRP treasury company, and the community will be waiting to see whether that translates into sustained XRP demand or meaningful activity on the XRP Ledger.
At the time of writing, the fifth-largest cryptocurrency was trading just above $1.40, up almost 10% over one week and nearly 32% in the last 30 days.
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