Ripple-backed Evernorth updates SEC S-4 as XRP treasury merger nears

Ripple-backed Evernorth Holdings filed amendment no. 5 to its Form S-4 with the SEC (U.S. securities regulator), disclosing employment agreements for CLO Jessica Jonas, CBO Sagar Shah and COO Meg Nakamura as it moves closer to merging with Armada Acquisition Corp II. The filing says the executives will receive annual bonuses worth 50% of base pay, restricted stock units and employee benefits, with Jessica Jonas set to receive a $4.5 million initial equity award and Shah and Nakamura each receiving $2.8 million equity awards under Evernorth’s 2026 Omnibus Incentive Plan, subject to shareholder and compensation committee approval. Evernorth had previously finalized employment terms for CEO Asheesh Birla and chief financial officer Matt Frymier, completing compensation arrangements for the leadership team ahead of its effort to become what it describes as the largest publicly traded XRP treasury. Earlier in July, Evernorth’s fourth amended Form S-4 disclosed an initial equity award for Birla valued at about $44 million, while Frymier’s agreement included an equity award worth about $5.6 million and the company also disclosed $750,000 restricted stock unit awards for executives, also subject to approvals. Armada Acquisition Corp II is a special purpose acquisition company sponsored by Arrington Capital, and if shareholders and regulators approve the deal, the combined company plans to trade on Nasdaq under the ticker XRPN. Evernorth has disclosed more than $1 billion in expected gross proceeds backed by investors including Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital. It has also named directors including Ripple chief legal officer Stuart Alderoty, Birla, Ted Janus, OpenAI Foundation CFO Robert Kaiden and Antalpha COO Derar Islim. Evernorth separately launched a Japanese-language account in July, saying, “Japan believed in XRP early on. Together, we will build from here,” though it has not announced a Japanese office, license, investment or product through that channel and said it would not discuss XRP prices. XRP traded between $1.05 and $1.09 and was recently quoted near $1.07, down about 2% over 24 hours and more than 5% over the previous week, while trading volume declined about 10%. That drop reduced the reported value of Evernorth’s combined XRP holdings to about $640 million, and the company disclosed a $38.4 million impairment over the past four months. Investors are now watching for further SEC amendments, shareholder votes and the satisfaction of closing conditions needed to complete the Nasdaq transaction.