Key Takeaways:
Evernorth revised its $1 billion SPAC merger to tie share issuance to XRP's closing VWAP, replacing the $2.36 signing price as XRP trades near $1.
"Tying the share count to XRP's value at closing is the right thing to do for Evernorth and our investors," Asheesh Birla, founder and CEO of Evernorth, said. "We're preserving alignment among investors while supporting our long-term strategy of building institutional access to the XRP ecosystem."
Investors representing more than 95 percent of committed capital, including all advance funders, agreed to the revised terms filed in an amended Form S-4 with the SEC on Aug. 13. Private-placement investors subscribed at $10.00 per share. Evernorth holds 473,276,430 XRP tokens on the XRP Ledger, accumulated at an average price of $2.54 per token, representing roughly $1.2 billion in investments. At XRP's current price near $1, the treasury's market value stands at approximately $473 million.
The restructuring reduces the share count issued at closing, spreading the treasury's net asset value across fewer shares so each share represents a larger portion of Evernorth's XRP holdings. The business combination is expected to close in late Q3 or early Q4 2026, subject to SEC review. Armada II's sponsor has agreed to adjust its founder shares on the same proportional basis as advance funders.
The adjustment mechanism works in both directions based on XRP's value at the time of closing. If XRP closes below $2.36, each $10 share could represent more XRP, allowing Evernorth to issue fewer shares and increasing the amount of XRP backing each share. If XRP is worth more at closing, the opposite occurs.
Evernorth's backers include Ripple, SBI Group, Pantera Capital, Kraken, Arrington Capital and GSR. Ripple contributed more than 126 million XRP tokens at the signing stage as part of a strategic contribution. The company's strategy remains unchanged — it will continue to focus on growing XRP per share through disciplined capital allocation, XRP ecosystem participation and treasury operations. Bitcoin dominance stands at 56.3 percent, according to CryptoRank data, as the broader crypto market cap sits at $2.26 trillion.
The restructuring addresses the gap between the $2.36 XRP price used at signing and the token's current market value, allowing public investors to gain exposure at the time of the planned Nasdaq listing on terms better aligned to the net asset value underlying each share. XRP-per-share and NAV-per-share will be among the key metrics investors watch once Evernorth begins trading publicly.
The deal does not change the company's plans to accumulate tokens. Evernorth's broader thesis of enhancing XRP utility as financial markets move toward faster, more programmable infrastructure remains intact.
The restructuring sets up Evernorth as a regulated, liquid vehicle for institutional XRP exposure at a time when the token trades well below its 2025 high of $3.65. If the deal closes as expected, the Nasdaq listing would give public-market investors another route into an XRP-focused treasury strategy, potentially attracting capital that has been hesitant to hold the token directly.
This article is for informational purposes only and does not constitute investment advice.
