Ripple-backed Evernorth Files Amended S-4 With the U.S. SEC

Ripple-backed Evernorth Holdings Inc. has filed an amended S-4 with the U.S. SEC, updating the registration statement behind its planned public listing through a business combination with Armada Acquisition Corp. II. The July 13, 2026 amendment adds fresh governance and compensation exhibits, sharpening the picture of the XRP treasury company's path to Nasdaq.

The amended registration statement, a Form S-4/A, was accepted by regulators at 17:10:58 on July 13 under accession number 0001193125-26-302124, the SEC EDGAR index page shows. Evernorth is named as the registrant behind the filing. For related coverage, see Blockaid Report: Crypto Security Losses Hit $1.1 Billion in H1 2026.

What Ripple-backed Evernorth filed with the U.S. SEC

TLDR Keypoints

• Evernorth filed an amended Form S-4/A with the SEC on July 13, 2026, part of its Nasdaq-bound business combination.
• The amendment package contained 18 documents, including new exhibits EX-10.22 through EX-10.24 covering executive terms.
• An S-4/A is an amended registration statement; the filing does not mean the SEC has approved the deal.

The July 13 package contained 18 documents and added new exhibits EX-10.22, EX-10.23 and EX-10.24 alongside the amended registration statement. That detail marks this as an update to filings already on record rather than a first submission. For related coverage, see U.S. sanctions Iranian maritime firm over Bitcoin payments.

July 13 S-4/A package size 18 documents SEC EDGAR lists 18 documents in Evernorth's July 13, 2026 amended registration package, including the amended Form S-4 and fresh exhibits EX-10.22 through EX-10.24.

The transaction dates to October 19, 2025, when Armada Acquisition Corp. II disclosed it had entered a Business Combination Agreement with Evernorth, Pathfinder Digital Assets LLC and Ripple Labs Inc., according to Armada's 8-K. For related coverage, see Binance US CFTC License Plan Signals Prediction Market Push.

Evernorth has positioned itself as an XRP-focused treasury vehicle, arguing there was no digital asset treasury of significance built around XRP before its launch. That framing follows other Ripple-backed pushes, including the t54.ai XRP Ledger AI Hub.

Why an amended S-4 matters in this case

A Form S-4 is the registration statement companies file with the SEC when securities are issued in a business combination such as a merger or SPAC deal. An S-4/A is an amended version of that document, submitted to update disclosures as the process advances.

What the new exhibits reveal

The amendment did more than restate boilerplate. It added executive employment terms tied to the transaction, including an offer letter for Asheesh Birla dated June 24, 2026 naming him Chief Executive Officer, filed as EX-10.22.

Evernorth's treasury ambitions are large. A November 4, 2025 filed communication said the company had purchased an additional 84,365,876.3625 XRP and brought its total XRP purchased and committed to more than 473,276,430 XRP, the filing stated.

Evernorth XRP purchased and committed 473,276,430 XRP In a filed November 4, 2025 communication, Evernorth said its total XRP purchased and committed had risen to more than 473,276,430 XRP.

XRP traded at $1.08 at press time, with a market capitalization near $67.6 billion. Broader sentiment stayed cautious, with the crypto Fear & Greed Index at 28, in "Fear" territory.

"Evernorth is built to provide investors more than just exposure to XRP's price." — Asheesh Birla, SEC-filed communication

What to watch after the amended filing

Filing an S-4/A does not mean the SEC has cleared the deal. Official company and SEC-filed materials say the registration statement must still become effective and the Armada II shareholder process must run before any Nasdaq listing can occur.

Next SEC and company-side milestones

• SEC effectiveness: the registration statement must be declared effective before shares can be issued.
• Shareholder approval: Armada II's shareholder vote on the combination remains outstanding.
• Listing conditions: the post-close company is expected to trade on Nasdaq under the ticker XRPN, though that remains forward-looking and subject to listing requirements.

The transaction is expected to raise over $1 billion in gross proceeds, Evernorth said. Investors weighing the deal sit against a backdrop of shifting U.S. policy, including SEC crypto rulemaking that could advance if the CLARITY Act stalls.

For now, the July 13 amendment is the latest confirmed Evernorth filing visible in EDGAR, and the exhibits it added are the clearest signal yet of how the combined XRP treasury company intends to be governed once public.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Cryptocurrency and digital asset markets carry significant risk. Always do your own research before making decisions.

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