Evernorth Revises XRP Deal to Boost XRP Per Share Ahead of Listing

Evernorth Holdings, the largest public XRP treasury company, is changing the terms of its planned stock market listing.

The company said on Thursday that investors’ shares will now be based on XRP’s value when the deal closes, instead of the $2.36 XRP price originally used when the deal was agreed. This change seeks to better align the company’s share structure with the actual value of its XRP holdings at closing.

Fewer Shares Could Mean More XRP Per Share

Under the amended terms, the number of shares issued at closing will decline if XRP remains below the $2.36 level used in the original agreement. XRP is currently trading at around $1.00, down 45% since January 2026.

That would spread Evernorth’s XRP treasury across fewer shares, meaning each share would represent a larger portion of the company’s underlying XRP holdings.

The adjustment is to keep Evernorth’s capitalization more closely aligned with the market value of its XRP treasury as it prepares to enter the public market. The mechanism can operate in either direction, depending on XRP’s closing price.

Investors Back Revised Terms

Evernorth said investors representing more than 95% of committed capital have agreed to the revised structure. Notably, all of the company’s advance funders have signed on to the changes.

The Armada II sponsor has also agreed to adjust its founder shares on the same proportional basis as the advance funding investors, creating similar treatment across the transaction’s stakeholders.

Evernorth CEO Asheesh Birla said that linking the share count to XRP’s closing price would preserve investor alignment while supporting the company’s strategy to expand institutional access to the XRP ecosystem.

XRP Treasury Strategy Remains Unchanged

Despite the restructuring, Evernorth said its XRP holdings and strategy remain unchanged.

The company plans to focus on increasing XRP per share through capital allocation, participation in the XRP ecosystem, and treasury operations. Its investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, among others.

The revised terms were filed with the U.S. Securities and Exchange Commission through an amended Form S-4 registration statement.

Evernorth Nasdaq Listing Expected Later This Year

Evernorth’s proposed business combination with Armada Acquisition Corp. II is expected to close in late Q3 or early Q4 2026, subject to SEC review and customary closing conditions.

The deal would allow public investors to invest in Evernorth and gain exposure to its XRP holdings. The company’s share structure is designed to better reflect the value of its XRP treasury when it goes public.