The market price of $XRP at closing will determine how many shares Evernorth distributes to investors under revised private placement agreements, the company said in an Aug. 13 press release outlining the amendments. Based on the Aug. 13 price of $XRP, this formula is expected to reduce the number of shares issued at deal closing, giving each Armada II public share a more significant stake in Evernorth's $XRP treasury.
Evernorth founder and CEO Ashish Birla commented on the revised deal terms:
"We are aligning investor interests while supporting our long-term strategy to provide institutional access to the $XRP ecosystem. The fact that our entire pre-funding group supports this strategy under current conditions demonstrates their unwavering confidence in our strategy and the opportunities ahead."
According to Evernorth's amended S-4 form, the applicable value of $XRP is calculated based on a volume-weighted average price, not the original benchmark of $2.36. The formula works both ways, allowing the token's level at deal completion to influence the number of common shares distributed to participating investors. As of Aug. 13, the price of $XRP is around $1.006.
Public Shareholders and Treasury Shares
According to Evernorth's initial registration statement, investors participating in the private placement subscribed at $10 per share, with most contributing funds in advance and the rest agreeing to deferred payments. This statement calculated equity based on a $XRP benchmark price of $2.36, leaving the final ownership structure exposed to potential price mismatch risk before deal completion.
A smaller number of newly issued shares would result in the company's net asset value being distributed over a smaller equity base, increasing the portion of treasury shares attributable to each outstanding Armada II share. Companies holding treasury shares use per-share asset metrics and net asset value to indicate whether a new issuance enhances or dilutes each owner's claim on underlying assets.
Private Investors and Sponsor Alignment
According to Evernorth, investors representing over 95% of the committed capital supported this change, with all investors providing upfront funding joining the approval. The investor group notably includes Arrington Capital, SBI Group, Ripple, Pantera Capital, Kraken, and GSR. An earlier piece covering Evernorth's April filing presented the $XRP pricing benchmarks, cash commitments, and ownership share calculations that preceded the latest reassessment.
Armada II's sponsor also consented to a proportional adjustment of founder shares, spreading the impact between sponsor and investor interests. In Evernorth's planned board composition, Ripple Chief Legal Officer Stuart Alderoty is among the expected directors post-deal closure, alongside executives with backgrounds in finance, risk management, and digital assets.
Remaining Steps Before Nasdaq Debut
Evernorth's assets and strategy remain unchanged, with the company aiming to increase $XRP per share through disciplined capital allocation, ecosystem participation, treasury operations, and yield-enhancing strategies. The $XRP Ledger (XRPL) underpins Evernorth's ecosystem strategy, serving as the network where $XRP functions as the native asset for transactions and liquidity provisioning.
Armada II already uses XRPN as its stock ticker on the Nasdaq following an October 2025 symbol change that linked the SPAC to the proposed $XRP treasury deal. The business combination awaits SEC review and the satisfaction of standard closing conditions; completion is expected in late Q3 or early Q4 2026.
end-content
