Summary:
- Ripple-backed Evernorth filed Amendment No. 5 to advance its merger and planned public XRP treasury launch through the SEC review process.
- The filing finalized executive agreements while adding board members backed by institutional investors supporting the transaction, with total commitments exceeding $ 1 billion.
- The merged company expects a Nasdaq ticker of XRPN while actively managing XRP holdings instead of passive treasury ownership following merger completion approval.
Ripple-backed Evernorth Holdings has moved closer to launching the largest public XRP treasury by filing Amendment No. 5 to its Form S-4 registration statement with the U.S. Securities and Exchange Commission. In the new amendment, Evernorth finalized key executive agreements while advancing its proposed merger with Armada Acquisition Corp. II.
Latest SEC filing advances XRP treasury plans
The amended filing marks another milestone in Evernorth’s effort to become a publicly traded XRP treasury company. Moreover, the registration statement includes updated disclosures requested during the SEC review process while preserving the proposed business combination with Armada Acquisition Corp. II. Once approved, the merged company is expected to trade on the Nasdaq under the ticker XRPN.
Earlier disclosures revealed that Evernorth secured more than $1 billion in gross proceeds from institutional investors. Ripple, SBI Holdings, Pantera Capital, Kraken, and Arrington Capital are among the firms backing the transaction.
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Consequently, Evernorth remains on course to establish the largest public XRP treasury, offering investors regulated exposure to XRP through a listed corporate structure. The company also intends to actively manage its XRP treasury following the merger instead of simply holding the asset on its balance sheet.
Amendment expands governance structure
According to the amended Form S-4, Evernorth completed employment agreements with Chief Legal Officer Jessica Jonas, Chief Business Officer Sagar Shah, and Chief Operating Officer Meg Nakamura. Besides their base salaries, each executive qualifies for annual bonuses worth up to 50% of base pay, restricted stock units, and employee benefits.
Jessica Jonas received a $4.5 million equity award, while Sagar Shah and Meg Nakamura each received awards valued at $2.8 million under the company’s 2026 Omnibus Incentive Plan, subject to shareholder approval and board authorization.
The filing also confirms previously disclosed agreements with Chief Executive Officer Asheesh Birla and Chief Financial Officer Matt Frymier. Additionally, Ripple Chief Legal Officer Stuart Alderoty is expected to join the proposed board alongside Asheesh Birla, Ted Janus, OpenAI Foundation Chief Financial Officer Robert Kaiden, and Antalpha Chief Operating Officer Derar Islim, strengthening Evernorth’s governance as the merger moves forward.
Conclusion
The Amendment No. 5 advances Evernorth’s proposed merger with Armada Acquisition Corp. II while completing key governance requirements. The filing also keeps the company on track for its planned Nasdaq debut and supports its objective of launching the largest publicly traded XRP treasury backed by institutional capital.
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