Key takeaways
- The transaction is projected to generate over $1 billion in gross proceeds, with money coming in from Ripple, SBI, Pantera Capital, Kraken and GSR
- The filing estimates that the merged firm will hold around 473 million XRP at launch
Evernorth, the XRP-focused digital asset treasury firm backed by Ripple Labs, filed a Form S-4 registration statement with the Securities and Exchange Commission(SEC) on Wednesday, bringing its ambitions of going public on the Nasdaq one step closer to reality.
The S-4 is a document companies are required to submit to the SEC when registering shares connected to a merger or acquisition. For Evernorth, which announced plans to go public last October through a tie-up with special purpose acquisition company Armada Acquisition Corp. II, the filing marks the last major regulatory gate it needs to clear before a potential listing under the ticker XRPN. Even with SEC approval in hand, the deal will still require a green light from Armada II shareholders before it can formally proceed.
The financial backing behind the merger is substantial. The transaction is projected to generate over $1 billion in gross proceeds, with money coming in from Ripple, SBI, Pantera Capital, Kraken and GSR. The overwhelming majority of those funds are intended to grow the company’s XRP holdings, with the remainder going toward operating and transaction costs.
Evernorth did not wait for the listing to start building its position. The company accumulated 473.27 million XRP across two separate purchase windows between October 20 and November 4 last year, bringing its total treasury value to approximately $692.24 million based on CoinGecko data.
The S-4 filing estimates the merged entity will hold at least that volume of XRP when it launches, supplemented by further open-market buying funded through merger proceeds. At an average entry price of $2.54 per token, the portfolio is currently underwater. XRP is trading around $1.47 at the time of publication, putting the drawdown at roughly 19% over the past three months as the wider crypto market has struggled.
The SEC filing arrives against a backdrop that has shifted meaningfully in XRP’s favour on the regulatory front. A day before Evernorth’s announcement, the SEC published guidance stating that generally only tokenised securities remain “subject to the securities laws,” with XRP listed among a set of tokens categorised as digital commodities. Bitcoin, Ethereum, Dogecoin, Avalanche and Aptos were also included in that grouping.
Meanwhile, Ripple’s chief legal officer Stuart Alderoty took to X to comment on th development. “We always knew XRP wasn’t a security – and now the @SECGov has made clear what it is: a digital commodity. Grateful to the Crypto Task Force for working to deliver the clarity that markets, investors, and innovators have long deserved.”