Evernorth Registers Resale of 73.7M Shares and Sponsor Warrants Following Armada Merger
A shelf Form S-1 filed with the SEC enables selling securityholders to offer Class A common stock and 239,653 warrants under Nasdaq ticker XRPN.
At a glance Announced
- What happened
- Evernorth Holdings Inc. filed an S-1 registration statement covering the resale of up to 73,688,162 Class A shares and 239,653 warrants on Oct. 30, 2026.
- Why it matters
- The filing permits early investors and sponsors to sell their equity holdings on the open market once declared effective by the SEC.
- Who is affected
- Evernorth shareholders and selling holders including Arrington XRP Capital Fund, Cohen & Company Securities, and Northland Securities.
- What's next
- The SEC must review and declare the Form S-1 registration statement effective before selling securityholders can execute sales.
- Primary source
- sec.gov: xrpn-20261030
Key points
- Evernorth filed a Form S-1 shelf registration for up to 73,688,162 Class A common shares and 239,653 sponsor warrants on Oct. 30, 2026.
- The company will receive no proceeds from securityholder resales, except potential cash proceeds from warrant exercises at $11.50 per share.
- Selling holders include Arrington XRP Capital Fund, LP, Cohen & Company Securities, LLC, and Northland Securities, Inc.
Evernorth Holdings Inc. registered the potential resale of up to 73,688,162 shares of Class A common stock and 239,653 sponsor warrants by selling securityholders, according to an S-1 shelf registration statement filed with the Securities and Exchange Commission on Oct. 30, 2026 1.
The registered common stock consists of 19,102,635 issued and outstanding shares, up to 31,392,746 shares issuable upon the conversion of Class C common stock, and up to 22,953,128 shares issuable through the redemption or exchange of company units 1. An additional 239,653 shares are tied to the exercise of sponsor warrants priced at $11.50 per share 1. The selling securityholders named in the registration include Arrington XRP Capital Fund, LP, Cohen & Company Securities, LLC, and Northland Securities, Inc. 1.
Evernorth indicated that it will not receive proceeds from sales conducted under the shelf prospectus, excluding any funds raised if holders exercise the sponsor warrants for cash 1. The company's Class A common stock and public warrants trade on the Nasdaq Global Market under the tickers XRPN and XRPNW, respectively 1. On Oct. 29, 2026, the stock closed at $14.71 per share while the warrants stood at $3.70, according to the filing 1. At the time of writing, underlying token $XRP traded at $1.28.
The resale registration follows the firm's business combination with Arrington Capital SPAC I Inc., previously known as Armada Acquisition Corp. II 1. Readers can review earlier coverage of the transaction in Evernorth Closes Armada Merger to List 473M XRP Treasury on Nasdaq. The registration statement contains a delaying amendment and remains subject to completion before sales can commence 1.
Sources
- [1] xrpn-20261030 — sec.gov, October 30, 2026
Written by Basis Desk's newsroom system from the primary sources above and machine-verified against them before publication. Market figures marked "at the time of writing" come from live exchange data. Report an error: corrections@basisdesk.news · corrections policy.
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