Key Takeaways:
Evernorth is rewriting its $1 billion Nasdaq listing, tying share issuance to XRP's closing value after the token fell to about $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 chief executive officer 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. Evernorth holds 473,276,430 XRP tokens, including a strategic contribution of more than 126 million tokens from Ripple, accumulated at an average price of $2.54 per token — about $1.2 billion in investment. At XRP's current price near $1, the reserve is worth roughly $473 million.
The adjustment is expected to reduce the number of shares issued at closing, spreading the company's net asset value across fewer shares so each common share represents a larger portion of the XRP treasury. The business combination with Armada Acquisition Corp. II is expected to close in late Q3 or early Q4 2026, subject to SEC review.
Under the revised structure, filed in an amended Form S-4 with the SEC, Evernorth will calculate shares issued to private placement investors using XRP's volume-weighted average price at closing rather than the $2.36 used when the business combination agreement was signed. Investors subscribed at $10.00 per share through advance or delayed funding arrangements. The mechanism works in both directions, increasing or reducing the share count based on XRP's value at the time of closing.
The Armada II sponsor agreed to adjust its founder shares on the same proportional basis as the advance funders, spreading the impact across stakeholders. Evernorth's investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR. The company's holdings and strategy remain unchanged; it will focus on growing XRP per share through capital allocation, treasury operations and XRP ecosystem participation after the listing.
The restructuring keeps the market price of Evernorth shares as close as possible to the net asset value of the tokens backing them, rather than a valuation based on historical XRP prices. For public investors, each share will represent a larger claim on the XRP treasury than under the original terms. The deal's success depends on SEC approval of the amended registration statement, with the final review expected before the planned close.
This article is for informational purposes only and does not constitute investment advice.
