Evernorth XRP Treasury Clears SEC for Nasdaq Listing Vote
Key Points
- SEC declared Evernorth's Form S-4 registration effective on August 27, 2026, clearing Armada Acquisition Corp. II to schedule a shareholder vote for September 30.
- Evernorth spent $947 million buying XRP in October 2025 and plans to hold at least 473 million XRP tokens upon listing.
- Armada shareholders have until September 28 to decide on redemption, with the combined firm targeting a Nasdaq debut under ticker XRPN in late Q3 or early Q4 2026.
Significant Gap Between Purchase Price and Current Value
Evernorth raised more than $1 billion to acquire XRP beginning in October 2025 and aims to launch with at least 473 million XRP tokens, including a contribution from Ripple that closes only after the merger is completed. However, the company's XRP purchases have performed poorly since acquisition. Evernorth spent approximately $947 million buying XRP in late October 2025, and by February 2026, its holdings had declined to a value of about $446 million below the purchase price.
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XRP has continued to decline since that point. The token traded near $1.37 on Friday, down more than 5 percent for the day and far below its July 2025 all-time high of $3.65. The valuation gap poses a material challenge for the XRPN listing, as digital asset treasury stocks typically trade at a premium to the underlying cryptocurrency's net asset value, which enables the funding model that allows continuous capital raises and additional token purchases.
Evernorth is structured as a digital asset treasury, or DAT—a publicly traded firm that holds cryptocurrency on its balance sheet and raises fresh capital to buy more, unlike exchange-traded funds that simply track token price movements. The firm plans to actively deploy its XRP holdings through decentralized finance yield strategies, validator operations, and ecosystem investments. Evernorth's backers include Ripple, Arrington Capital, SBI Group, Pantera Capital, Kraken, and GSR.
Related coverage: UK Police Seize $1.4M Bitcoin From Shuttered Darknet Markets
DAT stocks like Strategy, which pioneered the model around Bitcoin, depend on maintaining a premium to their underlying asset's value to sustain the capital-raising mechanism that funds additional purchases. When token prices fall below cost basis, as with Evernorth's XRP holdings, that premium typically compresses, potentially stalling the funding loop.
Armada shareholders now have until September 28 to decide whether to redeem their shares or proceed with the transaction toward a September 30 vote.
Market Outlook
If shareholders approve the merger on September 30, Evernorth will face pressure at Nasdaq listing depending on XRP's price movement before close. Trading at a discount to net asset value would undermine the treasury company's ability to raise capital for additional token purchases. The model's success depends on XRP price recovery or market sentiment favoring the actively managed treasury structure despite current holdings being worth $446 million less than acquisition cost.
Sources: Decrypt and other international news outlets.
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