Summary
- Evernorth will calculate share issuance using XRP’s closing value, replacing the $2.36 reference established when the parties signed the original agreement.
- More than 95% of committed capital supports the revised terms, while Armada II’s sponsor will proportionally adjust its founder shares accordingly.
- Evernorth maintains its XRP treasury strategy while pursuing a public listing through its proposed business combination with Armada Acquisition Corp. II.
XRP treasury company Evernorth Holdings has revised its investment terms, reshaping its share structure as it prepares to enter public markets. In the latest update, Evernorth disclosed that share issuance will now reflect XRP’s volume-weighted average price at the transaction’s closing.
Evernorth Replaces $2.36 XRP Reference Price
The revised arrangement replaces the $2.36 XRP price used when Evernorth signed its business combination agreement with Armada Acquisition Corp. II. By using XRP’s closing value, Evernorth expects its capitalization to better represent the market value of its underlying digital asset treasury.
More than 95% of committed capital has accepted the amended terms, including every investor that provided advance funding. Evernorth disclosed the amendments through an updated Form S-4 registration statement filed with the U.S. Securities and Exchange Commission.
Founder and CEO Asheesh Birla explained that linking the share count with XRP’s closing value should preserve alignment among participating investors. Investors subscribed through several private placements at $10 per share, with most participants providing their committed capital in advance. However, some investors arranged delayed funding, while the restructuring leaves the company’s broader XRP treasury strategy unchanged.
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Revised Structure Could Reduce Shares Issued at Closing
Evernorth expects that the restructuring could reduce the number of shares issued when the proposed business combination reaches completion. Consequently, its net asset value could spread across fewer shares, allowing each share to represent a larger portion of Evernorth’s XRP treasury.
However, the adjustment mechanism works in both directions and depends on XRP’s market value when the transaction closes. Additionally, Armada II’s sponsor agreed to adjust its founder shares using the proportional framework applied to Evernorth’s advance funding investors.
This arrangement distributes the restructuring across stakeholders while bringing the company’s capitalization closer to its underlying XRP holdings. Evernorth’s investors include Ripple, SBI Group, Pantera Capital, Arrington Capital, Kraken and GSR, alongside other participating firms.
Evernorth Targets Public Listing Through Armada II Deal
Despite the amended terms, Evernorth has maintained its existing XRP holdings and its broader digital asset treasury strategy. The company plans to increase XRP per share through disciplined capital allocation, treasury operations, and participation across the XRP ecosystem.
Its business model aims to provide institutional investors with public-market access to XRP through a dedicated digital asset treasury company. Meanwhile, Evernorth’s proposed combination with Armada Acquisition Corp. II remains subject to SEC review and customary closing requirements.
Evernorth expects the amended structure to align its share count more closely with the value of its XRP holdings at closing. The company’s treasury holdings and broader strategy remain unchanged.
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