Evernorth Holdings, Inc, a digital asset treasury building institutional access to the XRP economy at scale, today announced amendments to the subscription agreements governing the private placement of its common shares in connection with its proposed business combination with Armada Acquisition Corp. II to align the transaction’s terms with the current value of its XRP treasury. Investors representing more than 95% of committed capital, including all of Evernorth’s advance funders, have agreed to the revised terms.
The revised terms, filed in an amended registration statement on Form S-4 with the SEC, adjust the number of shares issuable to investors at closing based on the value of XRP at that time, as measured by its volume-weighted average price, rather than the XRP price of $2.36 used when the business combination agreement was signed. By tying share issuance to a more current value of XRP, the company’s capitalization is expected to more closely reflect the value of its underlying treasury at closing.
“Tying the share count to XRP’s value at closing is the right thing to do for Evernorth and our investors,” said Asheesh Birla, founder and CEO of Evernorth. “We’re preserving alignment among investors while supporting our long-term strategy of building institutional access to the XRP ecosystem. That our entire advance funding group stands behind it, in this environment, reflects their continued conviction in our strategy and the opportunity ahead.”
Evernorth’s investors subscribed through a series of private placements, most funding in advance and others on a delayed basis, at $10.00 per share. While the restructured transaction reflects XRP’s market value at closing rather than the XRP price used at signing, the company’s strategy remains unchanged. Addressing the difference up front allows public investors to gain exposure at the time of the planned listing on terms better aligned to the net asset value underlying each share, rather than a valuation based on historical XRP prices.
Because the transaction is better aligned with XRP’s underlying value, the restructuring is expected to reduce the number of shares issued at closing, spreading the company’s net asset value across fewer shares so that each share represents a larger portion of Evernorth’s XRP treasury. The adjustment mechanism works in both directions based on XRP’s value at the time of closing. All of Evernorth’s advance funders agreed to the revised terms, which are intended to improve alignment among stakeholders and better position the company for its public market debut. Consistent with this approach, the Armada II sponsor has agreed to adjust its founder shares on the same proportional basis as the advance funding investors, ensuring that the impact of the restructuring is shared broadly across stakeholders. Management and Evernorth’s founding investors believe the amendment will result in a capitalization structure that more accurately reflects the value of the company’s underlying XRP holdings at closing.
Evernorth’s investors include Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken and GSR, among others. The company’s holdings and strategy remain the same. It will be building XRP per share over time through disciplined capital allocation, XRP ecosystem participation and treasury operations.
The business combination is expected to close in late Q3 or early Q4 2026, subject to SEC review and customary closing conditions.
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