---
title: "Evernorth Registers Resale of 73.7M Shares and Sponsor Warrants Following Armada Merger"
description: "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."
url: https://basisdesk.news/news/evernorth-files-s1-resale-73m-shares-sponsor-warrants
published: 2026-11-03T18:41:34.407Z
modified: 2026-11-03T18:41:34.407Z
section: Institutions & ETFs
author: Basis Desk Newsroom (AI-generated, source-verified)
sentiment: neutral
tickers: [XRP]
tags: [Evernorth, SEC, Form S-1, Nasdaq, SPAC, XRPN]
license: Quote with attribution to Basis Desk (basisdesk.news). Not financial advice.
---

# 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

- **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.
- **Status:** announced
- **Primary source:** [xrpn-20261030](https://www.sec.gov/Archives/edgar/data/2092592/000162828026068609/xrpn-20261030.htm) — sec.gov

## 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.

## Editorial remark

- **Context:** The shelf registration follows the completion of Evernorth's SPAC business combination with Armada Acquisition Corp. II (renamed Arrington Capital SPAC I Inc.), satisfying resale obligations for early equity and warrant holders.
- **Impact:** Selling securityholders gain liquidity options to offload up to 73.7 million shares once declared effective, which could expand the public float of XRPN on Nasdaq.
- **Watch:** SEC review and the filing of a formal effectiveness order before securityholders can initiate secondary market sales.

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](https://basisdesk.news/news/evernorth-completes-armada-merger-nasdaq-xrp-treasury). The registration statement contains a delaying amendment and remains subject to completion before sales can commence [1].

## Sources

1. [xrpn-20261030](https://www.sec.gov/Archives/edgar/data/2092592/000162828026068609/xrpn-20261030.htm) — sec.gov, 2026-10-30

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